PLEDGOR. Toyota Auto Finance Receivables LLC 0000 Xxxxxxxxxxxx Xxxxx, X0-0X Xxxxx, Xxxxx 00000-0000 Attention: Treasury Operations Department Fax: (000) 000-0000 With a copy by electronic mail to: XXX_XXXXXXXX_Xxxxxxxxxx@xxxxxx.xxx With a copy to: Toyota Auto Finance Receivables LLC 0000 Xxxxxxxxxxxx Xxxxx, X0-0X Xxxxx, Xxxxx 00000-0000 Attention: General Counsel Fax: (000) 000-0000 Secured Party: U.S. Bank National Association 000 X. XxXxxxx Street, 7th Floor Chicago, Illinois 60603 Attention: Toyota Auto Receivables 2017-D Owner Trust Securities Intermediary: U.S. Bank National Association 000 X. XxXxxxx Street, 7th Floor Chicago, Illinois 60603 Attention: Toyota Auto Receivables 2017-D Owner Trust Any party may change its address for notices in the manner set forth above.
PLEDGOR. The Pledgor may not assign, delegate or transfer any of its rights or obligations under this Agreement without the consent of the Lenders, and any purported assignment, delegation or transfer in violation of this provision shall be void and of no effect.
PLEDGOR. Pledgor agrees that from time to time, at the expense of Pledgor, Pledgor shall promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or reasonably desirable, or that Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Secured Party or Securities Intermediary to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, Pledgor shall: (a) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or reasonably desirable, or as Secured Party may reasonably request, in order to perfect and preserve the security interests granted or purported to be granted hereby, and (b) at Secured Party's request, appear in and defend any action or proceeding that may affect Pledgor's title to or Secured Party's security interest in all or any part of the Collateral.
PLEDGOR. Address for Notices: ----------------------------------- ----------------------------------- ----------------------------------- Fax No.: ------------------------- PLEDGEE: ------- XXXXX COMMUNICATIONS, INC., a Delaware corporation By: ------------------------------- Name: ----------------------------- Title: ----------------------------- Address for Notices: 000 Xxxxx XxXxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Fax No.: (000) 000-0000 Attention: Xxxx X. XxXxxxxxx XXXXX COMMUNICATIONS, INC. IRREVOCABLE PROXY This Irrevocable Proxy is dated as of July 31, 2000, and is being delivered pursuant to Section 9 of that certain Primal Solutions, Inc. Preliminary Distribution Agreement (the "Agreement") dated as of July 31, 2000, by and among Xxxxx Communications, Inc., a Delaware corporation (the "Corporation"), Primal Solutions, Inc., a Delaware corporation and wholly owned subsidiary of Xxxxx, Xxxx Xxxxxx, Xxxxxx X. Xxxxxxx, Xxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxx Xxxxx, Xxxxxx Xxxxxxxxxx, Xxxxxx Xxxxx, Xxxxxxxx Group Inc., a Delaware corporation (the "Xxxxxxxx Group"), Xxxxxxx X. Xxxxxx, III, and Xxxx X. XxXxxxxxx. All terms defined in the Agreement are used herein with the same meanings as ascribed to them therein. The undersigned, {Name}, hereby irrevocably constitutes and appoints Xxxxxxxx Group as the undersigned's true and lawful attorney-in-fact and proxy, with full power of substitution and resubstitution, and hereby authorizes Xxxxxxxx Group to act for and on behalf of the undersigned as proxy, to vote or otherwise act at all annual, special, and other meetings of stockholders of the Corporation, or to express consent or dissent to corporate action in writing without a meeting, with respect to all shares (the "Preferred Shares") of the Series G Preferred Stock of the Corporation now owned or hereafter acquired by the undersigned and with respect to all shares (the "Common Shares," and, collectively with the Preferred Shares, the "Shares") of the Xxxxx Common Stock now owned or hereafter acquired by the undersigned upon conversion of the Series F Preferred Stock and the Series G Preferred Stock. The undersigned acknowledges and agrees that the appointment and proxy granted hereby are irrevocable and coupled with an interest within the meaning of Section 212(c) of the Delaware General Corporation Law, and, except as hereinafter provided in this paragraph, shall not terminate by operation of law or the occurrence of any other event. It is further understood an...
PLEDGOR. RVT PR MEZZ BORROWER I LLC, a Delaware limited liability company By: /s/ Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Title: Chief Financial Officer
PLEDGOR. Beijing Autohome Information Technology Co., Ltd. ( ), a company duly organized and existing under the PRC laws with its legal address at Room 1001, X/00, Xxxxx X, Xx. 0, Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx 000000, China. (individually a “Party” and collectively the “Parties”)
PLEDGOR. EXPRESSLY CONSENTS TO THE JURISDICTION AND VENUE OF THE SUPREME COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK, AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR ALL PURPOSES IN CONNECTION WITH THIS AGREEMENT. ANY JUDICIAL PROCEEDING BY PLEDGOR AGAINST PLEDGEE INVOLVING, DIRECTLY OR INDIRECTLY ANY MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH THIS AGREEMENT SHALL BE BROUGHT ONLY IN THE SUPREME COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. PLEDGOR FURTHER CONSENTS THAT ANY SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT LIMITATION, ANY NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF THE AFOREMENTIONED COURTS OR A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION WITH ANY PROCEEDINGS HEREUNDER, MAY BE SERVED INSIDE OR OUTSIDE OF THE STATE OF NEW YORK OR THE SOUTHERN DISTRICT OF NEW YORK BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY PERSONAL SERVICE PROVIDED A REASONABLE TIME FOR APPEARANCE IS PERMITTED, OR IN SUCH OTHER MANNER AS MAY BE PERMISSIBLE UNDER THE RULES OF SAID COURTS. PLEDGOR WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED HEREON AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE OR BASED UPON FORUM NON CONVENIENS.
PLEDGOR. EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (I) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME SECURED PARTY DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS SECTION; (II) ALL RIGHTS OF REDEMPTION, STAY, OR APPRAISAL THAT IT NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING OR HEREAFTER ENACTED; AND (III) EXCEPT AS SET FORTH IN SUBSECTION (A) OF THIS SECTION, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE.
PLEDGOR. Fan Zheng, a PRC citizen, holder of identification card number ***, whose residential address is at Xxxx 000, Xxxx 0, Xxxxxxxx 0, Xx. 000, Xxxxxx Xxxxx Road, Qiaoxi District, Shijiazhuang, Hebei Province, China. (individually a “Party” and collectively the “Parties”)
PLEDGOR. Qin Zhi, a PRC citizen, holder of identification card number ***, whose residential address is at Xxxx 000, Xxxx 0, Building 00, Xxxxxx Xxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxx. (individually a “Party” and collectively the “Parties”)
