Pursuant to Section 6. 2(a) of the Collateral Agency Agreement and subject to the conditions set forth in Section 13.1(b), the Initial Beneficiary hereby designates a portion of the Closed-End Units included in the Revolving Pool for allocation to a new Reference Pool, referred to as the "20[ ]-[ ] Reference Pool," within the Closed-End Collateral Specified Interest. Upon the effectiveness of this Exchange Note Supplement, the Initial Beneficiary shall direct the Titling Trustee and the Closed-End Collateral Agent to allocate or cause to be identified and allocated on their respective books and records the "20[ ]-[ ] Reference Pool," to be separately accounted for and held in trust independently from any other Asset Pool. Such Reference Pool shall initially include the Closed-End Units identified on Schedule 1 to this Exchange Note Supplement, which Closed-End Units shall belong exclusively to the 20[ ]-[ ] Reference Pool, and all other Titling Trust Assets to the extent related to such Closed-End Units (other than cash which does not constitute Closed-End Collections received after the Cut-Off Date, as specified in Section 13.2(a)(iii)); provided, that, any Closed-End Collections received on or prior to the Cut-Off Date for any such Closed-End Units identified on Schedule 1 shall not be allocated to the 20[ ]-[ ] Reference Pool.
Pursuant to Section 6. 1(a) of the Servicing Agreement, the Resigning Servicer hereby notifies the Issuer that the Resigning Servicer is hereby resigning as Servicer under the Servicing Agreement, effective as of the Effective Time. The Issuer hereby consents to the resignation of the Resigning Servicer.
Pursuant to Section 6. 2(e) of the Collateral Agency Agreement, you are hereby directed to reallocate from the Reference Pool designated as “[ ]” (the “[ ]” Reference Pool”) to the Warehouse Facility Pool those Closed-End Leases and Closed-End Vehicles identified on Annex A hereto, together with all other assets relating to such Closed-End Leases and Closed-End Vehicles (collectively, the “Reallocated Assets”).
Pursuant to Section 6. 1(e) of the Credit Agreement, such Grantor shall furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail and in form and substance satisfactory to the Administrative Agent.
Pursuant to Section 6. 09(a) of the Credit Agreement, the Additional Subsidiary Guarantor hereby agrees to become a “Subsidiary Guarantor” for all purposes of the Credit Agreement. Without limiting the foregoing, the Additional Subsidiary Guarantor hereby, jointly and severally with the other Subsidiary Guarantors, guarantees to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all Subsidiary Borrower Guaranteed Obligations (as defined in Section 3.01(b) of the Credit Agreement) in the same manner and to the same extent as is provided in Article III of the Credit Agreement. In addition, the Additional Subsidiary Guarantor hereby makes the representations and warranties set forth in Sections 4.01, 4.02 and 4.03 of the Credit Agreement with respect to itself and its obligations under this Agreement, as if each reference in such Sections to the Loan Documents included reference to this Agreement. The Additional Subsidiary Guarantor hereby instructs its counsel to deliver the opinions referred to in Section 6.09(a)(iii) of the Credit Agreement to the Lenders and the Administrative Agent. The Additional Subsidiary Guarantor hereby agrees that this Guarantee Assumption Agreement shall be governed by, and construed in accordance with, the law of the State of New York. The Additional Subsidiary Guarantor hereby submits to the exclusive jurisdiction of any New York State court or federal court of the United States of America, in each case sitting in New York County, and any appellate court from any thereof, for the purposes of all legal proceedings arising out of or relating to this Guarantee Assumption Agreement, the Credit Agreement or the transactions contemplated thereby. The Additional Subsidiary Guarantor irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Additional Subsidiary Guarantor further agrees that service of process in any such action or proceeding brought in New York may be made upon its agent appointed as provided in Section 10.09(d) of the Credit Agreement.
Pursuant to Section 6. 1(d) of the Credit Agreement, the undersigned hereby certifies that he/she is a Responsible Officer of Group and further certifies on behalf of Group as follows:
Pursuant to Section 6. 1.8 of the ------------------------------- Plan, in the event of termination of Optionee's employment with the Company for any reason, the Company shall have an option to repurchase ("Repurchase Option") any Common Stock owned by the Optionee or his or her heirs, legal representatives, successors or assigns at the time of termination, or acquired thereafter by any of them at any time, by way of an option granted hereunder. The Repurchase Option must be exercised, if at all, by the Company within ninety (90) days after the date of termination upon notice ("Repurchase Notice") to the Optionee or his or her heirs, legal representatives, successors or assigns, in conformance with paragraph 13 below. The purchase price to be paid for the shares subject to the Repurchase Option shall be the average trading price for the shares of common stock of the Company over a thirty (30) day period prior to the delivery of the Repurchase Notice. Any shares issued pursuant to an exercise of an option hereunder shall contain the following legend condition in addition to any other applicable legend condition: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO REPURCHASE PROVISIONS IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.
Pursuant to Section 6. 1 of the Receivables Purchase Agreement, the parties hereto agree to amend the Receivables Purchase Agreement as described herein.
Pursuant to Section 6. 02 (l) of the General Conditions, the following additional events are specified, namely that a situation has arisen which shall make it improbable that the Program, or a significant part thereof, will be carried out.
Pursuant to Section 6. 1.1 of the Credit Agreement, the Company hereby requests a permanent reduction in the amount of the Revolving Commitment to $235,000,000, effective immediately but in any event no later than July 28, 2022.
