Direction to Owner Trustee. Pursuant to and in accordance with Section 5.6 of the Trust Agreement, the Administrator hereby directs the Owner Trustee to execute and deliver this Amendment as Owner Trustee, and on behalf of the Issuer. The Administrator hereby certifies and confirms that (a) it has reviewed and approved of this Amendment and the amendment to the Transfer and Servicing Agreement; (b) this direction and such action by the Owner Trustee pursuant to this direction are not contrary to any obligation of the Issuer or the Owner Trustee under, and are consistent with, permitted by and in compliance with the Trust Agreement, and all of the other relevant documents contemplated by the Trust Agreement; (c) the Owner Trustee shall not be liable for the action taken by it in accordance with this Amendment; (d) all conditions precedent necessary for the effectiveness of this Amendment contained in the Trust Agreement and the Transfer and Servicing Agreement have been duly satisfied or waived; and (e) the Owner Trustee’s actions in accordance with this Amendment are covered by Section 7.2(a) of the Trust Agreement.
Direction to Owner Trustee. The Agent, the Lenders and the Holders hereby instruct the Owner Trustee to enter into this Agreement and such other documents necessary to effectuate the intent of this Agreement.
Direction to Owner Trustee. Pursuant to Section 5.3 of the Amended and Restated Trust Agreement, EFCAR, LLC, in its capacity as the Majority Certificateholder, hereby authorizes and directs the Owner Trustee to execute and deliver this Amendment. EFCAR, LLC hereby certifies to the Owner Trustee that (i) it is the Majority Certificateholder and (ii) all conditions precedent to the execution and delivery of this Amendment have been satisfied. The Depositor agrees to indemnify the Owner Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee in connection with this Amendment, including without limitation in connection with the waiver described in Section 8 of this Amendment.
Direction to Owner Trustee. Pursuant to Section 5.3 of the Amended and Restated Trust Agreement, EFCAR, LLC, in its capacity as the Depositor and sole Certificate Owner of the Certificates, hereby authorizes and directs the Owner Trustee to execute and deliver this Amendment. EFCAR, LLC hereby certifies to the Owner Trustee that (i) it is the sole Certificate Owner of the Certificates representing 100% of the Percentage Interest in the Trust, (ii) it has the power and authority to direct the Owner Trustee under the Amended and Restated Trust Agreement, (iii) all conditions precedent to the execution and delivery of this Amendment have been satisfied, (iv) the terms of this Amendment are not inconsistent with or in violation of the terms of the Basic Documents and (v) the execution and delivery of this Amendment will not materially and adversely affect the interests of the Noteholders. The Depositor agrees to indemnify the Owner Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee in connection with this Amendment, including without limitation in connection with the waiver described in Section 7 of this Amendment.
Direction to Owner Trustee. The Owner Participant, by its execution of this Agreement, hereby directs the Owner Trustee to execute this Agreement and become a party hereto.
Direction to Owner Trustee. Pursuant to Section 5.3 of the Amended and Restated Trust Agreement, each of EFCAR, LLC, in its capacity as the Certificate Owner of $44,760 nominal principal amount of Book-Entry Certificates, and Exeter Flow Intermediary Trust, in its capacity as the Certificateholder of $41,080 nominal principal amount of Definitive Certificates, hereby authorizes and directs the Owner Trustee to execute and deliver this Amendment. Exeter Flow Intermediary Trust, by execution and delivery of its signature page to this Amendment, hereby certifies to the Owner Trustee that it is the Certificateholder of $41,080 nominal principal amount of Definitive Certificates. EFCAR, LLC hereby certifies to the Owner Trustee that (i) it is the Certificate Owner of $44,760 nominal principal amount of Book-Entry Certificates, (ii) it has provided notice of the Amendment to the Rating Agencies, and (iii) all conditions precedent to the execution and delivery of this Amendment have been satisfied. The Depositor agrees to indemnify the Owner Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee in connection with this Amendment, including without limitation in connection with the waiver described in Section 7 of this Amendment.
Direction to Owner Trustee. By its execution hereof, the Owner Participant hereby authorizes and directs the Owner Trustee to execute, deliver and perform this Agreement, each document identified in Section 4 to which the Owner Trustee is a party and any and all other agreements, documents, instruments or notices and to take any and all other action (including the termination of the Trust Agreement) as may be necessary or convenient to effect the transactions contemplated hereby.
Direction to Owner Trustee. Pursuant to the Trust Agreement, the Residual Interestholder holding in the aggregate the 100% Residual Interest in the Trust, hereby instructs the Owner Trustee on behalf of the Trust to execute and deliver this Amendment. The Residual Interestholder represents and warrants to the Owner Trustee that (a) it is the sole Residual Interestholder of the Trust with the right to direct the Owner Trustee, (b) all conditions precedent to the execution, delivery and performance of this Amendment by the Trust have been satisfied, including without limitation, to the extent required, the prior written consent of all Noteholders, (c) the direction given hereunder will not contravene any obligation of the Trust or the Owner Trustee under the Trust Agreement or any of the Basic Documents and is not contrary to Section 2.3 or Section 6.1 of the Trust Agreement, and (d) all other consents required under the applicable Basic Documents or otherwise required have been obtained or duly waived in writing. The Residual Interestholder acknowledges and agrees that the Owner Trustee shall be indemnified in accordance with the Basic Documents for taking the action directed herein.
Direction to Owner Trustee. The Owner Participant hereby consents to, and authorizes and directs the Owner Trustee to execute and deliver, the Restated Indenture, Second Lease Supplement, this Second Supplemental Participation Agreement, and any certificates or other instruments required in connection herewith or therewith, and to take all other action contemplated hereby and thereby pursuant to the Trust Agreement.
Direction to Owner Trustee. The Agent, the Lenders and the Holders hereby instruct the Owner Trustee to enter into this Termination Agreement and such other documents necessary to effectuate the intent of this Termination Agreement, including without limitation executing and delivering the Release Documents contemplated herein.
