FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN
ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT
THAT SUCH SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE IF IN
CONFORMITY WITH THE FOREGOING.
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NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY SENIOR
CREDITOR TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE
LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY PARTY IN ANY JURISDICTION.
(b) EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR
PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT IN THE
COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND
AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT SUCH ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
(c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHTS
TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
18. This Agreement shall bind and inure to the benefit of the Administrative
Agent, the Senior Creditors and each Party and their respective successors,
permitted transferees and assigns.
*
*
*
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day
and year first above written.
CIT GROUP INC.
By:
Name:
Title:
[SUBSIDIARIES]
By:
Name:
Title:
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BANK OF AMERICA, N.A., as Administrative Agent
By:
Name:
Title:
I-9
EXHIBIT J TO
SECOND AMENDED AND RESTATED REVOLVING CREDIT AND GUARANTY AGREEMENT
GUARANTOR ASSET COVERAGE RATIO OFFICER'S CERTIFICATE
To: Bank of America, N.A., as Administrative Agent, and the Lenders party to the
Credit Agreement referred to below.
THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:
1. I am the ___________ of CIT GROUP INC., a Delaware corporation ("Borrower").
2. I have reviewed the terms of that certain Second Amended and Restated
Revolving Credit and Guaranty Agreement, dated as of February 17, 2016 (as it
may be amended, supplemented or otherwise modified, the "Credit Agreement"; the
terms defined therein and not otherwise defined herein being used herein as
therein defined), by and among Borrower, certain subsidiaries of Borrower, as
Guarantors, the Lenders party thereto from time to time and BANK OF AMERICA,
N.A., as Administrative Agent and L/C Issuer.
3. I certify that as of [last day of month], [year], Borrower was in compliance
with Section 6.3(b) of the Credit Agreement. Attached hereto as Annex A is a
calculation of the ratio described in such section as of such day.
CIT GROUP INC.
By:
Name:
Title:
J-1
ANNEX A TO
GUARANTOR ASSET COVERAGE RATIO CERTIFICATE
AS OF [mm/dd/yy] (the "Calculation Date")
SUMMARY CALCULATION
Carrying Value of Eligible
Assets of the Guarantors Guarantor Asset Coverage Ratio: (A)/(B)=
(A) Sum of
Eligible Assets at Guarantors:
C.I.T. Leasing Corporation
$[
] CIT Capital USA Inc.
$[