BANK OF AMERICA, N. A., as Collateral Agent for the Secured Parties and Administrative Agent for the Lenders By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. BANK OF AMERICA, N.A., as a Committed Lender By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director BANK OF AMERICA, N.A., as a Group Agent By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director CREDIT SUISSE AG, NEW YORK BRANCH, as a Group Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director DEUTSCHE BANK AG, NEW YORK BRANCH, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. GIFS CAPITAL COMPANY LLC, as a Conduit Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Manager [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Solely in respect of its obligations under Article 11, Section 10.20 and Section 10.21: SOLARCITY CORPORATION, as Limited Guarantor By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Chief Financial Officer [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain Loan Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, Bank of America, N.A., as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company By: ___________________________________ Name: Title: Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Appears in 2 contracts

Samples: Accession Agreement (Solarcity Corp), Accession Agreement (Solarcity Corp)

BANK OF AMERICA, N. A., as ~~Collateral Agent for~~ the ~~Secured Parties and~~ Administrative Agent ~~for the Lenders~~ and as a Lender By: /s/ ~~Xxxxxxx~~ Xxxx X. ~~Xxxxxxxx~~ Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Vice President Signature Page to that certain First Amendment to Credit Agreement dated as of the date first set forth above, among Coinstar, Inc., as the Borrower, Bank of America, N.A., as the Administrative Agent, and the Lenders party thereto. XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxx Xxxxxxx ~~X. Xxxxxxxx~~ Name: Xxx Xxxxxxx Title: Vice President [Signature Page to ~~Loan Agreement] [***] Confidential treatment has been requested for~~ that certain First Amendment to Credit Agreement dated as of the ~~bracketed portions. The confidential redacted portion has been omitted and filed separately with~~ date first set forth above, among Coinstar, Inc., as the ~~Securities and Exchange Commission. BANK OF AMERICA~~Borrower, Bank of America, N.A., as ~~a Committed Lender By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director~~ the Administrative Agent, and the Lenders party thereto. HSBC BANK ~~OF AMERICA~~USA, ~~N.A.~~NATIONAL ASSOCIATION, as a Group Agent By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: ~~Director~~ Vice President Corporate Banking ROYAL BANK OF CANADA, as a Lender By: /s /s/ Xxxxxx ~~Xxxxxxxx~~ XxxXxxxxx Name: Xxxxxx ~~Xxxxxxxx~~ XxxXxxxxx Title: ~~Director CREDIT SUISSE AG~~Authorized Signatory Signature Page to that certain First Amendment to Credit Agreement dated as of the date first set forth above, ~~NEW YORK BRANCH~~among Coinstar, Inc., as the Borrower, Bank of America, N.A., as the Administrative Agent, and the Lenders party thereto. U.S. BANK NATIONAL ASSOCIATION, as a ~~Group Agent~~ Lender By: /s/ ~~Xxxxx Xxxxx~~ Xxxxxxx X. Xxxxx, Xx. Name: ~~Xxxxx Xxxxx~~ Xxxxxxx X. Xxxxx, Xx. Title: ~~Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [~~Vice President Signature Page to ~~Loan Agreement] [***] Confidential treatment has been requested for~~ that certain First Amendment to Credit Agreement dated as of the ~~bracketed portions~~date first set forth above, among Coinstar, Inc., as the Borrower, Bank of America, N.A., as the Administrative Agent, and the Lenders party thereto. ~~The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. DEUTSCHE BANK AG~~UNION BANK, ~~NEW YORK BRANCH~~N.A., as a ~~Committed~~ Lender By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Vice President Signature Page to that certain First Amendment to Credit Agreement dated as of the date first set forth above, among Coinstar, Inc., as the Borrower, Bank of America, N.A., as the Administrative Agent, and the Lenders party thereto. COMERICA BANK, as a Lender By: /s/ Xxxxxxxxx X. Highlander Name: Xxxxxxxxx X. Highlander Title: SVP KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxx X. Xxxxxxxxxx Name: Xxx X. Xxxxxxxxxx Title: Vice President Signature Page to that certain First Amendment to Credit Agreement dated as of the date first set forth above, among Coinstar, Inc., as the Borrower, Bank of America, N.A., as the Administrative Agent, and the Lenders party thereto. XXXXXX XXXXXXX BANK, N.A., as a Lender By: /s/ Xxxxx ~~Xxxxxx~~ Xxxxxxxx Name: Xxxxx ~~Xxxxxx~~ Xxxxxxxx Title: Executive Director ~~DEUTSCHE BANK AG, NEW YORK BRANCH, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [~~Signature Page to ~~Loan Agreement] [***] Confidential treatment has been requested for~~ that certain First Amendment to Credit Agreement dated as of the ~~bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. GIFS CAPITAL COMPANY LLC~~date first set forth above, among Coinstar, Inc., as ~~a Conduit Lender~~ the Borrower, Bank of America, N.A., as the Administrative Agent, and the Lenders party thereto. GUARANTORS: COINSTAR INTERNATIONAL, INC. CUHL FOOD, LLC CUHL HOLDINGS INC. SESAME HOLDINGS, INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Manager [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Solely in respect Secretary of ~~its obligations under Article 11~~each RAR VENTURES, ~~Section 10.20 and Section 10.21~~LLC By: ~~SOLARCITY CORPORATION~~Redbox Automated Retail, LLC, as ~~Limited Guarantor~~ Sole Manager By: /s/ ~~Xxxx Xxxx~~ Xxxxxx X. Xxxxx Name: ~~Xxxx Xxxx~~ Xxxxxx X. Xxxxx Title: Chief Financial Officer [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. NOTE FOR VALUE RECEIVEDSecretary REDBOX AUTOMATED RETAIL, ~~the undersigned (the “Borrower”)~~LLC By: Coinstar, hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain Loan Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, Bank of America, N.A., as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itselfInc., its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company sole manager By: ~~___________________________________~~ /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.Secretary

Appears in 1 contract

Samples: Credit Agreement (Coinstar Inc)

BANK OF AMERICA, N. A., as ~~Collateral Agent for~~ the ~~Secured Parties~~ Backup Administrative Agent, a Swingline Lender and ~~Administrative Agent for the Lenders~~ a Lender By: /s/ ~~Xxxxxxx X. Xxxxxxxx~~ Sxxxxxx Xxxx Name: ~~Xxxxxxx X. Xxxxxxxx~~ Sxxxxxx Xxxx Title: Director SEVENTH AMENDMENT TO CREDIT AGREEMENT MUFG Bank, Ltd., as a Lender By: /s/ Jxxxx Xxxxxxx Name: Jxxxx Xxxxxxx Title: Director SEVENTH AMENDMENT TO CREDIT AGREEMENT Bank of Montreal, as a Lender By: /s/ Axxx Xxxx Name: Axxx Xxxx Title: Director SEVENTH AMENDMENT TO CREDIT AGREEMENT BANCO BILBAO VIZCAYA ARGENTARIA, S.A, NEW YORK BRANCH, as a Lender By: /s/ Bxxxx Xxxxxxx Name: Bxxxx Xxxxxxx Title: Managing Director By: /s/ Mxxxxx Xxxxxxxxx Name: Mxxxxx Xxxxxxxxx Title: Senior Vice President ~~[Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted~~ SEVENTH AMENDMENT TO CREDIT AGREEMENT FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Jxxxxxxx Xxxxx Name: Jxxxxxxx Xxxxx Title: Senior Vice President SEVENTH AMENDMENT TO CREDIT AGREEMENT Industrial and ~~filed separately with the Securities and Exchange Commission. BANK OF AMERICA~~Commercial Bank of China LTD, New York Branch, as a Lender By: /s/ Lxxxxx Xxx Name: Lxxxxx Xxx Title: Relationship Manager By: /s/ Jxxxxxx Xxxx Name: Jxxxxxx Xxxx Title: Executive Director SEVENTH AMENDMENT TO CREDIT AGREEMENT MIZUHO BANK, LTD., as a Lender By: /s/ Dxxxx XxXxxxxxxxx Name: Dxxxx XxXxxxxxxxx Title: Authorized Signatory SEVENTH AMENDMENT TO CREDIT AGREEMENT PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Dxxxx Xxxxxxx Name: Dxxxx Xxxxxxx Title: Assistant Vice President SEVENTH AMENDMENT TO CREDIT AGREEMENT CITIBANK, N.A., as a ~~Committed~~ Lender By: /s/ ~~Xxxxxx Xxxx-Xxxxxx~~ Mxxxxxx Xxxxxxx Name: ~~Xxxxxx Xxxx-Xxxxxx~~ Mxxxxxx Xxxxxxx Title: Director BANK OF AMERICA, N.A., as a Group Agent By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Vice President SEVENTH AMENDMENT TO CREDIT AGREEMENT CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a ~~Committed~~ Lender By: /s/ ~~Xxxxx Xxxxx~~ Dxxxxx Xxxx Name: ~~Xxxxx Xxxxx~~ Dxxxxx Xxxx Title: ~~Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director CREDIT SUISSE AG, NEW YORK BRANCH, as a Group Agent~~ Authorized Signatory By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director DEUTSCHE BANK AG, NEW YORK BRANCH, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. GIFS CAPITAL COMPANY LLC, as a Conduit Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Manager [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Solely in respect of its obligations under Article 11, Section 10.20 and Section 10.21: SOLARCITY CORPORATION, as Limited Guarantor By: /s/ Xxxx Kxxxx Xxxx Name: ~~Xxxx~~ Kxxxx Xxxx Title: Chief Financial Officer [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain Loan Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, Bank of America, N.A., as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company By: ___________________________________ Name: Title: Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.Authorized Signatory SEVENTH AMENDMENT TO CREDIT AGREEMENT

Appears in 1 contract

Samples: Credit Agreement (Intercontinental Exchange, Inc.)

BANK OF AMERICA, N. A., as ~~Collateral Agent for the Secured Parties~~ Administrative Agent, Swing Line Lender and ~~Administrative Agent for the Lenders~~ Extending Lender By: /s/ Jxxxx Xxxxxxx ~~X. Xxxxxxxx~~ Name: Jxxxx Xxxxxxx ~~X. Xxxxxxxx~~ Title: Director SIGNATURE PAGE TO AMENDMENT Name of Lender: JX Xxxxxx Cxxxx, N.A. If executing as an Extending Lender: Aggregate amount of existing Revolving Commitments: $ 65mm By: /s/ Kxxxxxxx Xxxxxx Name: Kxxxxxxx Xxxxxx Title: Vice President Second signature (if required): By: Name: Title: If executing solely as a Non-Extending Consenting Lender: Name: Title: Second signature (if required): By: Name: Title: SIGNATURE PAGE TO AMENDMENT Name of Lender: U.S. Bank National Association If executing as an Extending Lender: Aggregate amount of existing Revolving Commitments: $ 65,000,000 By: /s/ Jxxxx X. Xxxxxx Name: Jxxxx X. Xxxxxx Title: Sr. Vice President Second signature (if required): By: Name: Title: If executing solely as a Non-Extending Consenting Lender: Name: Title: Second signature (if required): By: Name: Title: SIGNATURE PAGE TO AMENDMENT Name of Lender: Wxxxx Fargo Bank, National Association If executing as an Extending Lender: Aggregate amount of existing Revolving Commitments: $ 65,000,000 By: /s/ Gxxxxxx X. Xxxxxxxxx Name: Gxxxxxx X. Xxxxxxxxx Title: Second signature (if required): By: Name: Title: If executing solely as a Non-Extending Consenting Lender: Name: Title: Second signature (if required): By: Name: Title: SIGNATURE PAGE TO AMENDMENT Name of Lender: Bank of the West If executing as an Extending Lender: Aggregate amount of existing Revolving Commitments: $ 50,000,000 By: /s/ Dxxx Xxxxxxx Name: Dxxx Xxxxxxx Title: Vice President Second signature (if required): By: Name: Title: If executing solely as a Non-Extending Consenting Lender: Name: Title: Second signature (if required): By: Name: Title: SIGNATURE PAGE TO AMENDMENT Name of Lender: BMO Hxxxxx Bank N.A. If executing as an Extending Lender: Aggregate amount of existing Revolving Commitments: $ 50,000,000 By: /s/ Sxxx X. Xxxx Name: Sxxx X. Xxxx Title: Vice President Second signature (if required): By: Name: Title: If executing solely as a Non-Extending Consenting Lender: Name: Title: Second signature (if required): By: Name: Title: SIGNATURE PAGE TO AMENDMENT Name of Lender: Citibank, N.A. If executing as an Extending Lender: Aggregate amount of existing Revolving Commitments: $ 50,000,000 By: /s/ Txxxxx X. Xxxxxxxxxxx, Xx. Name: Txxxxx X. Xxxxxxxxxxx, Xx. Title: Senior Vice President Second signature (if required): By: Name: Title: If executing solely as a Non-Extending Consenting Lender: Name: Title: Second signature (if required): By: Name: Title: SIGNATURE PAGE TO AMENDMENT Name of Lender: Fifth Third Bank, An Ohio Banking Corporation If executing as an Extending Lender: Aggregate amount of existing Revolving Commitments: $ 50,000,000 By: /s/ Txxxxx X. Xxxxxxxxxxx, Xx. Name: Jxxx X. Mxxxxx Title: Vice President Second signature (if required): By: Name: Title: If executing solely as a Non-Extending Consenting Lender: Name: Title: Second signature (if required): By: Name: Title: SIGNATURE PAGE TO AMENDMENT Name of Lender: Regions Bank If executing as an Extending Lender: Aggregate amount of existing Revolving Commitments: $ 50,000,000 By: /s/ Knight D. Xxxxxxx Name: Knight D. Xxxxxxx Title: Vice President Second signature (if required): By: Name: Title: If executing solely as a Non-Extending Consenting Lender: Name: Title: Second signature (if required): By: Name: Title: SIGNATURE PAGE TO AMENDMENT Name of Lender: Union Bank, N.A. If executing as an Extending Lender: Aggregate amount of existing Revolving Commitments: $ 50,000,000 By: /s/ Lxxx Xxxxx Name: Lxxx Xxxxx Title: Vice President Second signature (if required): By: Name: Title: If executing solely as a Non-Extending Consenting Lender: Name: Title: Second signature (if required): By: Name: Title: SIGNATURE PAGE TO AMENDMENT Name of Lender: PNC Bank, National Association If executing as an Extending Lender: Aggregate amount of existing Revolving Commitments: $ 50,000,000 By: /s/ Nxxxxx X. Xxxxxxx Name: Nxxxxx X. Xxxxxxx Title: Vice President Second signature (if required): By: Name: Title: If executing solely as a Non-Extending Consenting Lender: Name: Title: Second signature (if required): By: Name: Title: Exhibit A Form of Amended Credit Agreement [~~Signature Page to Loan Agreement~~Following page] ~~[***] Confidential treatment has been requested for~~ EXECUTION VERSION Published CUSIP Number: 30000XXX0 Deal CUSIP Number: 30000XXX0 THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 25, 2013 among FIDELITY NATIONAL FINANCIAL, INC., as the ~~bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.~~ Borrower, BANK OF AMERICA, N.A., as ~~a Committed Lender By: /s/ Xxxxxx Xxxx~~Administrative Agent and Swing Line Lender, JPMORGAN CHASE BANK, N.A., U.S. BANK NATIONAL ASSOCIATION, WXXXX FARGO BANK, NATIONAL ASSOCIATION, as Co-~~Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director~~ Syndication Agents, and BANK OF ~~AMERICA~~THE WEST BMO HXXXXX BANK N.A. CITIBANK, N.A. FIFTH THIRD BANK REGIONS BANK UNION BANK, N.A., as ~~a Group Agent By: /s/ Xxxxxx Xxxx~~Co-~~Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions.~~ Documentation Agents The ~~confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. CREDIT SUISSE AG~~Other Lenders Party Hereto MXXXXXX LYNCH, ~~CAYMAN ISLANDS BRANCH~~PIERCE, ~~as a Committed Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director CREDIT SUISSE AG~~FXXXXX & SXXXX INCORPORATED, ~~NEW YORK BRANCH~~J.X. XXXXXX SECURITIES LLC, as a Group Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. DEUTSCHE U.S. BANK AGNATIONAL ASSOCIATION, ~~NEW YORK BRANCH~~WXXXX FARGO SECURITIES, as a Committed Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director DEUTSCHE BANK AG, NEW YORK BRANCH, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. GIFS CAPITAL COMPANY LLC, as a Conduit Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Manager [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted Joint Lead Arrangers and ~~filed separately with the Securities and Exchange Commission. Solely in respect of its obligations under Article 11,~~ Joint Book Managers TABLE OF CONTENTS Section 10.20 and Section 10.21: SOLARCITY CORPORATION, as Limited Guarantor By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Chief Financial Officer [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain Loan Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, Bank of America, N.A., as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company By: ___________________________________ Name: Title: Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.Page

Appears in 1 contract

Samples: Credit Agreement (Fidelity National Financial, Inc.)

BANK OF AMERICA, N. A., as ~~Collateral Agent for the Secured Parties~~ a Lender, L/C Issuer, Swing Line Lender and ~~Administrative Agent for the Lenders~~ New Vehicle Swing Line Lender By: /s/ M. Xxxxxxxx Xxx Name: M. Xxxxxxxx Xxx Title: Senior Vice President to Credit Agreement and Joinder Agreement JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ H. Xxxxx Xxxxx Name: H. Xxxxx Xxxxx Title: Vice President to Credit Agreement and Joinder Agreement WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President to Credit Agreement and Joinder Agreement SUNTRUST BANK, as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Managing Director to Credit Agreement and Joinder Agreement TOYOTA MOTOR CREDIT CORPORATION, as a Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: National Dealer Credit Manager to Credit Agreement and Joinder Agreement XXXXX FARGO BANK, N.A., as a Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President to Credit Agreement and Joinder Agreement SCOTIABANC, INC., as a Lender By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Managing Director to Credit Agreement and Joinder Agreement CREDIT SUISSE, CAYMAN ISLAND BRANCH, as a Lender By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Vice President By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Associate to Credit Agreement and Joinder Agreement ROYAL BANK OF CANADA, as a Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Signatory to Credit Agreement and Joinder Agreement U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx X. Xxxxxxxx Name: ~~Xxxxxxx~~ Xxxxx X. Xxxxxxxx Title: Vice President ~~[Signature Page~~ to ~~Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted~~ Credit Agreement and ~~filed separately with the Securities and Exchange Commission. BANK OF AMERICA, N.A.~~Joinder Agreement FIFTH THIRD BANK, as a ~~Committed~~ Lender By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director BANK OF AMERICA, N.A., as a Group Agent By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxx Xxxxx Name: ~~Xxxxx~~ Xxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director CREDIT SUISSE AG, NEW YORK BRANCH, as a Group Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page Vice President to ~~Loan~~ Credit Agreement and Joinder Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director DEUTSCHE BANK AG, NEW YORK BRANCH, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. GIFS CAPITAL COMPANY LLC, as a Conduit Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Manager [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Solely in respect of its obligations under Article 11, Section 10.20 and Section 10.21: SOLARCITY CORPORATION, as Limited Guarantor By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Chief Financial Officer [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain Loan Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, Bank of America, N.A., as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company By: ___________________________________ Name: Title: Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Appears in 1 contract

Samples: Credit Agreement (Carmax Inc)

BANK OF AMERICA, N. A., ~~as Collateral Agent for the Secured Parties~~ a Revolving Lender, a 2021-1 New Revolving Loan Lender and ~~Administrative Agent for the Lenders~~ a Letter of Credit Issuer By: /s/ ~~Xxxxxxx~~ Jxxx XxXxxxxx Name: Jxxx XxXxxxxx Title: Director ROYAL BANK OF CANADA, a Revolving Lender, a 2021-1 New Revolving Loan Lender and a Letter of Credit Issuer By: /s/ Sxxxx Xxxxxx Name: Sxxxx Xxxxxx Title: Authorized Signatory JPMORGAN CHASE BANK, N.A., a 2021-1 New Revolving Loan Lender and a Letter of Credit Issuer By: /s/ Bxxxxxx Xxxxx Name: Bxxxxxx Xxxxx Title: Vice President HSBC BANK USA, NATIONAL ASSOCIATION, a Revolving Lender, a 2021-1 New Revolving Loan Lender and a Letter of Credit Issuer By: /s/ Pxxxx Xxx Name: Pxxxx Xxx Title: Director TRUST BANK, a Revolving Lender and a Letter of Credit Issuer By: /s/ Txxx X. Xxxxxx Name: Txxx X. Xxxxxx Title: Senior Vice President JEFFERIES FINANCE LLC, a Revolving Lender, a 2021-1 New Revolving Loan Lender and a Letter of Credit Issuer By: /s/ Sxxxx X. Xxxxxxxx Name: ~~Xxxxxxx~~ Sxxxx X. Xxxxxxxx Title: ~~Vice President [Signature Page to~~ Managing Director PNC BANK, NATIONAL ASSOCIATION, a 2021-1 New Revolving Loan ~~Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted~~ Lender and ~~filed separately with the Securities~~ a Letter of Credit Issuer By: /s/ Ben Psych Name: Ben Psych Title: SVP UBS AG, STAMFORD BRANCH, a 2021-1 New Revolving Loan Lender and ~~Exchange Commission. BANK OF AMERICA~~a Letter of Credit Issuer By: /s/ Axxxxxx Xxxxxx Name: Axxxxxx Xxxxxx Title: Associate Director ING CAPITAL LLC, ~~N.A., as~~ a ~~Committed~~ Revolving Lender By: /s/ ~~Xxxxxx Xxxx-Xxxxxx~~ Mxxxxxx Xxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director BANK OF AMERICA, N.A., as a Group Agent By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Mxxxxxx Xxx Title: Director By: ~~/s Xxxxxx Xxxxxxxx~~ /s/ Rxx de Jongh Name: ~~Xxxxxx Xxxxxxxx~~ Rxx de Jongh Title: Director ~~CREDIT SUISSE AG~~DIAMOND (BC) B.V. By: /s/ Pxxxxx Xxxx Xxxxxxx Name: Pxxxxx Xxxx Xxxxxxx Title: Board Member A and Authorized Signatory XXXXXX XXXXXX XX, ~~NEW YORK~~ XXXXXX XXXXXXX BRANCH, as ~~a Group~~ Administrative Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director DEUTSCHE BANK AG, NEW YORK BRANCH, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. GIFS CAPITAL COMPANY LLC, as a Conduit Lender By: /s/ Xxxxxx Jxxxxx X. Xxxxx Name: ~~Xxxxxx~~ Jxxxxx X. Xxxxx Title: Manager [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Solely in respect of its obligations under Article 11, Section 10.20 and Section 10.21: SOLARCITY CORPORATION, as Limited Guarantor Authorized Signatory By: /s/ ~~Xxxx Xxxx~~ Bxxxx Xxxxxxx Name: ~~Xxxx Xxxx~~ Bxxxx Xxxxxxx Title: Chief Financial Officer [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain Loan Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, Bank of America, N.A., as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company By: ___________________________________ Name: Title: Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.Authorized Signatory

Appears in 1 contract

Samples: Joinder Agreement (Diversey Holdings, Ltd.)

BANK OF AMERICA, N. A., as ~~Collateral Agent for~~ a Lender and the ~~Secured Parties and Administrative Agent for the Lenders~~ Issuing Lender By: /s/ Bxxxxxx X. Xxxxxxx ~~X. Xxxxxxxx~~ Name: ~~Xxxxxxx~~ Bxxxxxx X. Xxxxxxxx Title: ~~Vice President [~~Principal **Signature Page to ~~Loan~~ Amendment No. 1 to the Credit Agreement~~] [~~** ***~~] Confidential treatment has been requested for~~ Signature Pages to Amendment No. 1 to the ~~bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. BANK OF AMERICA, N.A.~~Credit Agreement follow*** SUNTRUST BANK, as Syndication Agent, a ~~Committed~~ Joint Book Manager and a Lender By: /s/ ~~Xxxxxx Xxxx-Xxxxxx~~ Bxxxx Xxxxx Name: ~~Xxxxxx Xxxx-Xxxxxx~~ Bxxxx Xxxxx Title: Director ~~BANK OF AMERICA, N.A.~~**Signature Page to Amendment No. 1 to the Credit Agreement** ***Signature Pages to Amendment No. 1 to the Credit Agreement follow*** GENERAL ELECTRIC CAPITAL CORPORATION, as a Group Agent By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Committed Lender By: /s/ ~~Xxxxx Xxxxx~~ Kxxx Xxxxxxx Name: ~~Xxxxx Xxxxx~~ Kxxx Xxxxxxx Title: ~~Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director CREDIT SUISSE AG, NEW YORK BRANCH~~Duly Authorized Signatory **Signature Page to Amendment No. 1 to the Credit Agreement** ***Signature Pages to Amendment No. 1 to the Credit Agreement follow*** BANK OF MONTREAL, as a Group Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed Lender By: /s/ ~~Xxxxx Xxxxxx~~ Nxxxxxxx Xxxxxxxxxxx Name: ~~Xxxxx Xxxxxx~~ Nxxxxxxx Xxxxxxxxxxx Title: Director ~~DEUTSCHE BANK AG, NEW YORK BRANCH~~**Signature Page to Amendment No. 1 to the Credit Agreement** ***Signature Pages to Amendment No. 1 to the Credit Agreement follow*** NATIONAL CITY BANK, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. GIFS CAPITAL COMPANY LLC, as a Conduit Lender By: /s/ Jxxxxx X. Xxxxxx Name: Jxxxxx X. Xxxxxx Title: Senior Vice President **Signature Page to Amendment No. 1 to the Credit Agreement** ***Signature Pages to Amendment No. 1 to the Credit Agreement follow*** WXXXX FARGO FOOTHILL, INC., as a Lender By: /s/ Jxxxxx Xxxxx Name: ~~Xxxxxx X.~~ Jxxxxx Xxxxx Title: ~~Manager [~~Vice President **Signature Page to ~~Loan~~ Amendment No. 1 to the Credit Agreement~~] [~~** ***~~] Confidential treatment has been requested for~~ Signature Pages to Amendment No. 1 to the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Solely in respect of its obligations under Article 11, Section 10.20 and Section 10.21: SOLARCITY CORPORATION, as Limited Guarantor By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Chief Financial Officer [Signature Page to Loan Agreement] [Credit Agreement follow***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain Loan Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, * Bank of America, N.A., as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company By: February ___________________________________ Name: Title: Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.2007 Page 1

Appears in 1 contract

Samples: The Credit Agreement (Regent Communications Inc)

BANK OF AMERICA, N. A., as ~~Collateral Agent for the Secured Parties~~ a Lender, L/C Issuer, Swing Line Lender and ~~Administrative Agent for the Lenders~~ New Vehicle Swing Line Lender By: /s/ ~~Xxxxxxx X. Xxxxxxxx~~ M. Pxxxxxxx Xxx Name: ~~Xxxxxxx X. Xxxxxxxx~~ M. Pxxxxxxx Xxx Title: Senior Vice President ~~[Signature Page~~ to ~~Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted~~ Credit Agreement and ~~filed separately with the Securities and Exchange Commission. BANK OF AMERICA~~Joinder Agreement JPMORGAN CHASE BANK, N.A., as a ~~Committed~~ Lender By: /s/ ~~Xxxxxx Xxxx-~~H. Dxxxx Xxxxx Name: H. Dxxxx Xxxxx Title: Senior Vice President to Credit Agreement and Joinder Agreement WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Mxxx X. Xxxxxx Name: ~~Xxxxxx Xxxx-~~Mxxx X. Xxxxxx Title: Vice President to Credit Agreement and Joinder Agreement SUNTRUST BANK, as a Lender By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: Managing Director ~~BANK OF AMERICA~~to Credit Agreement and Joinder Agreement TOYOTA MOTOR CREDIT CORPORATION, as a Lender By: /s/ Mxxx Doi Name: Mxxx Doi Title: National Dealer Credit Manager to Credit Agreement and Joinder Agreement WXXXX FARGO BANK, N.A., as a ~~Group Agent~~ Lender By: /s/ ~~Xxxxxx Xxxx-Xxxxxx~~ Pxxxxxxx Xxxxxxx Name: ~~Xxxxxx Xxxx-Xxxxxx~~ Pxxxxxxx Xxxxxxx Title: Vice President to Credit Agreement and Joinder Agreement SCOTIABANC INC., as a Lender By: /s/ J. X. Xxxx Name: J. X. Xxxx Title: Managing Director ~~[Signature Page~~ to ~~Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted~~ Credit Agreement and ~~filed separately with the Securities and Exchange Commission.~~ Joinder Agreement CREDIT ~~SUISSE AG~~SUISSE, CAYMAN ~~ISLANDS~~ ISLAND BRANCH, as a ~~Committed~~ Lender By: /s/ ~~Xxxxx~~ Dxxxxx Xxxx Name: Dxxxxx Xxxx Title: Vice President By: /s/ Sxxxxxx Xxxxx Name: ~~Xxxxx~~ Sxxxxxx Xxxxx Title: ~~Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director CREDIT SUISSE AG, NEW YORK BRANCH~~Associate to Credit Agreement and Joinder Agreement ROYAL BANK OF CANADA, as a Group Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed Lender By: /s/ ~~Xxxxx Xxxxxx~~ Sxxxx Xxxx Name: ~~Xxxxx Xxxxxx~~ Sxxxx Xxxx Title: ~~Director DEUTSCHE~~ Authorized Signatory to Credit Agreement and Joinder Agreement U.S. BANK ~~AG, NEW YORK BRANCH~~NATIONAL ASSOCIATION, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. GIFS CAPITAL COMPANY LLC, as a Conduit Lender By: /s/ Jxxxxxxx Xxxxxx ~~X. Xxxxx~~ Name: Jxxxxxxx Xxxxxx ~~X. Xxxxx~~ Title: ~~Manager [Signature Page~~ Senior Vice President to ~~Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted~~ Credit Agreement and ~~filed separately with the Securities and Exchange Commission. Solely in respect of its obligations under Article 11, Section 10.20 and Section 10.21: SOLARCITY CORPORATION~~Joinder Agreement COMERICA BANK, as ~~Limited Guarantor~~ a Lender By: /s/ ~~Xxxx Xxxx~~ Jxxxxx X. Xxxxxxxx Name: ~~Xxxx Xxxx~~ Jxxxxx X. Xxxxxxxx Title: ~~Chief Financial Officer [Signature Page~~ Senior Vice President to ~~Loan~~ Credit Agreement and Joinder Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain Loan Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, Bank of America, N.A., as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company By: ___________________________________ Name: Title: Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Appears in 1 contract

Samples: Credit Agreement and Joinder Agreement (Carmax Inc)

BANK OF AMERICA, N. A., as ~~Collateral Agent for the Secured Parties and Administrative Agent for the Lenders~~ Initial Note A-5 Holder By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., as Initial Note A-6 Holder By: /s/ Xxxxxxx ~~X. Xxxxxxxx~~ Xxxx Name: Xxxxxxx ~~X. Xxxxxxxx~~ Xxxx Title: Vice President [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. BANK OF AMERICACEO-CCRE CANTOR COMMERCIAL REAL ESTATE LENDING, ~~N.A.~~L.P., as ~~a Committed Lender~~ Initial Note A-7 Holder By: /s/ ~~Xxxxxx Xxxx-Xxxxxx~~ Xxxxxxx Xxxx Name: ~~Xxxxxx Xxxx~~Xxxxxxx Xxxx Title: CEO-~~Xxxxxx~~ CCRE CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., as Initial Note A-8 Holder By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: CEO-CCRE POTOMAC XXXXX CO-LENDER AGREEMENT BARCLAYS BANK PLC, as Initial Note A-9 Holder By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory POTOMAC XXXXX CO-LENDER AGREEMENT BARCLAYS BANK PLC, as Initial Note A-10 Holder By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory SOCIÉTÉ GÉNÉRALE, as Initial Note B-1 Holder By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director SOCIÉTÉ GÉNÉRALE, as Initial Note B-2 Holder By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director SOCIÉTÉ GÉNÉRALE, as Initial Note B-3 Holder By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director BANK OF AMERICA, N.A., as ~~a Group Agent~~ Initial Note B-4 Holder By: /s/ Xxxxxx ~~Xxxx-~~Xxxxxx Name: Xxxxxx ~~Xxxx-~~Xxxxxx Title: Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director CREDIT SUISSE AG, NEW YORK BRANCH, as a Group Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director DEUTSCHE BANK AG, NEW YORK BRANCH, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. GIFS CAPITAL COMPANY LLCPOTOMAC XXXXX CO-LENDER AGREEMENT BANK OF AMERICA, N.A., as ~~a Conduit Lender~~ Initial Note B-5 Holder By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., as Initial Note B-6 Holder By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: CEO-CCRE CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., as Initial Note B-7 Holder By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: CEO-CCRE CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., as Initial Note B-8 Holder By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: CEO-CCRE BARCLAYS BANK PLC, as Initial Note B-9 Holder By: /s/ Xxxxxxx Xxxxx Name: ~~Xxxxxx X.~~ Xxxxxxx Xxxxx Title: Manager [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Solely in respect of its obligations under Article 11, Section 10.20 and Section 10.21: SOLARCITY CORPORATIONAuthorized Signatory POTOMAC XXXXX CO-LENDER AGREEMENT BARCLAYS BANK PLC, as ~~Limited Guarantor~~ Initial Note B-10 Holder By: /s/ ~~Xxxx Xxxx~~ Xxxxxxx Xxxxx Name: ~~Xxxx Xxxx~~ Xxxxxxx Xxxxx Title: Chief Financial Officer [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Authorized Signatory POTOMAC XXXXX CO-LENDER AGREEMENT EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain Loan Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, Bank of America, N.A., as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company By: ___________________________________ Name: Title: Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.MORTGAGE LOAN SCHEDULE

Appears in 1 contract

Samples: Agreement Between Noteholders (Wells Fargo Commercial Mortgage Trust 2016-C37)

BANK OF AMERICA, N. A., as ~~Collateral Agent for~~ the ~~Secured Parties and~~ Administrative Agent for the Lenders By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and ~~filed separately with the Securities and Exchange Commission. BANK OF AMERICA, N.A.,~~ as a ~~Committed~~ Lender By: /s/ ~~Xxxxxx Xxxx-Xxxxxx~~ XXXX X. XXXXXX Name: ~~Xxxxxx Xxxx-Xxxxxx~~ XXXX X. XXXXXX Title: ~~Director BANK OF AMERICA, N.A., as a Group Agent By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director [~~SENIOR VICE PRESIDENT Supplement and Amendment to Second Amended and Restated Credit Agreement Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director CREDIT SUISSE AG, NEW YORK BRANCH, as a Group Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director DEUTSCHE BANK AG, NEW YORK BRANCH, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. GIFS CAPITAL COMPANY LLC, as a Conduit Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Manager [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Solely in respect of its obligations under Article 11, Section 10.20 and Section 10.21: SOLARCITY CORPORATION, as Limited Guarantor By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Chief Financial Officer [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain ~~Loan Agreement,~~ Supplement and Amendment to Second Amended and Restated Credit Agreement dated as of ~~May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time,~~ the ~~“Agreement;” the terms defined therein being used herein as therein defined)~~date first set forth above, among Outerwall Inc., as the Borrower~~, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto~~, Bank of America, N.A., as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent~~’s office. If any amount is not paid in full when due hereunder~~, ~~such unpaid amount shall bear interest, to be paid upon demand, from~~ and the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect Lenders party thereto. ~~The Borrower~~XXXXX FARGO BANK, ~~for itself~~NATIONAL ASSOCIATION, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, as a ~~Delaware limited liability company~~ Lender By: ~~___________________________________~~ /s/ XXXXXX XXXXXXXX Name: XXXXXX XXXXXXXX Title: ~~Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted~~ SENIOR VICE PRESIDENT Supplement and ~~filed separately with the Securities~~ Amendment to Second Amended and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted Restated Credit Agreement Signature Page to that certain Supplement and ~~filed separately with the Securities~~ Amendment to Second Amended and Exchange Commission. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Restated Credit Agreement dated as of ~~May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time,~~ the ~~“Loan Agreement”)~~date first set forth above, among ~~Megalodon Solar~~Outerwall Inc., ~~LLC, a Delaware limited liability company (~~as the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as ~~collateral agent for~~ the ~~Secured Parties (~~Administrative Agent, and the ~~“Collateral Agent”)~~Lenders party thereto. HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender By: /s/ XXXXXX X. X’XXXXXXX Name: XXXXXX X. X’XXXXXXX Title: SVP, REGIONAL COMMERCIAL EXECUTIVE Supplement and Amendment to Second Amended and Restated Credit Agreement Signature Page to that certain Supplement and Amendment to Second Amended and Restated Credit Agreement dated as of the date first set forth above, among Outerwall Inc., as the ~~administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents~~Borrower, Bank of America, N.A., ~~Credit Suisse Securities (USA) LLC~~ as the Administrative Agent, and ~~Deutsche Bank AG, New York Branch~~the Lenders party thereto. ROYAL BANK OF CANADA, as ~~joint book runners~~ a Lender By: /s/ XXXXXX XXXXXXXXX Name: XXXXXX XXXXXXXXX Title: AUTHORIZED SIGNATORY Supplement and ~~joint lead arrangers~~Amendment to Second Amended and Restated Credit Agreement Signature Page to that certain Supplement and Amendment to Second Amended and Restated Credit Agreement dated as of the date first set forth above, ~~pursuant to which~~ among Outerwall Inc., as the Borrower, Bank of America, N.A., as the Administrative Agent, and the Lenders ~~have agreed~~ party thereto. U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ KURBAN H. MERCHANT Name: KURBAN H. MERCHANT Title: VICE PRESIDENT Supplement and Amendment to ~~make Loans~~ Second Amended and Restated Credit Agreement Signature Page to that certain Supplement and Amendment to Second Amended and Restated Credit Agreement dated as of the date first set forth above, among Outerwall Inc., as the Borrower, Bank of America, N.A., as the Administrative Agent, and the Lenders party thereto. ~~Each capitalized term used~~ UNION BANK, N.A., as a Lender By: /s/ XXXXX X. XXXXXXXXX Name: XXXXX X. XXXXXXXXX Title: SENIOR VICE PRESIDENT Supplement and ~~not otherwise defined herein shall have the meaning assigned thereto in Section 1.1~~ Amendment to Second Amended and Restated Credit Agreement Signature Page to that certain Supplement and Amendment to Second Amended and Restated Credit Agreement dated as of the ~~Loan Agreement. This Borrowing Notice constitutes a request for a Loan as~~ date first set forth ~~below~~above, among Outerwall Inc., as the Borrower, Bank of America, N.A., as the Administrative Agent, and the Lenders party thereto. COMERICA BANK, as a Lender By: ~~1 Notice must be received by Administrative Agent at least three (3) Business Days before~~ /s/ XXXXXXX XXXXXXXX Name: XXXXXXX XXXXXXXX Title: VICE PRESIDENT Supplement and Amendment to Second Amended and Restated Credit Agreement Signature Page to that certain Supplement and Amendment to Second Amended and Restated Credit Agreement dated as of the date first set forth above, among Outerwall Inc., as the Borrower, Bank of America, N.A., as the Administrative Agent, and the Lenders party thereto. KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ XXX X. XXXXXXXXXX Name: XXX X. XXXXXXXXXX Title: VICE PRESIDENT Supplement and Amendment to Second Amended and Restated Credit Agreement Signature Page to that certain Supplement and Amendment to Second Amended and Restated Credit Agreement dated as of the ~~Requested Borrowing Date~~date first set forth above, among Outerwall Inc., as the Borrower, Bank of America, N.A., as the Administrative Agent, and the Lenders party thereto. ~~Exhibit B-1 [***] Confidential treatment has been requested for~~ XXXXXX XXXXXXX BANK, N.A., as a Lender By: /s/ XXXXX XXXX Name: XXXXX XXXX Title: AUTHORIZED SIGNATORY Supplement and Amendment to Second Amended and Restated Credit Agreement Signature Page to that certain Supplement and Amendment to Second Amended and Restated Credit Agreement dated as of the ~~bracketed portions~~date first set forth above, among Outerwall Inc., as the Borrower, Bank of America, N.A., as the Administrative Agent, and the Lenders party thereto. ~~The confidential redacted portion has been omitted~~ COLUMBIA STATE BANK, as a Lender By: /s/ XXXXX X. XXXXXX Name: XXXXX X. XXXXXX Title: SENIOR VICE PRESIDENT Supplement and ~~filed separately with~~ Amendment to Second Amended and Restated Credit Agreement Signature Page to that certain Supplement and Amendment to Second Amended and Restated Credit Agreement dated as of the ~~Securities~~ date first set forth above, among Outerwall Inc., as the Borrower, Bank of America, N.A., as the Administrative Agent, and ~~Exchange Commission.~~the Lenders party thereto. BBVA COMPASS BANK, as a Lender By: /s/ XXXXXX X. XXXXXXX Name: XXXXXX X. XXXXXXX Title: SR. VICE PRESIDENT Supplement and Amendment to Second Amended and Restated Credit Agreement Signature Page to that certain Supplement and Amendment to Second Amended and Restated Credit Agreement dated as of the date first set forth above, among Outerwall Inc., as the Borrower, Bank of America, N.A., as the Administrative Agent, and the Lenders party thereto. BMO XXXXXX BANK N.A., as a Lender By: /s/ XXXXX XXXXXX Name: XXXXX XXXXXX Title: VICE PRESIDENT Supplement and Amendment to Second Amended and Restated Credit Agreement Signature Page to that certain Supplement and Amendment to Second Amended and Restated Credit Agreement dated as of the date first set forth above, among Outerwall Inc., as the Borrower, Bank of America, N.A., as the Administrative Agent, and the Lenders party thereto. BANK OF THE WEST, as a Lender By: /s/ XXXXX XXXXXXX Name: XXXXX XXXXXXX Title: SENIOR VICE PRESIDENT

Appears in 1 contract

Samples: Credit Agreement (Outerwall Inc)

BANK OF AMERICA, N. A., as ~~Collateral Agent for the Secured Parties~~ a Lender, L/C Issuer, Swing Line Lender and ~~Administrative Agent for the Lenders~~ New Vehicle Swing Line Lender By: /s/ M. Pxxxxxxx Xxx Name: M. Pxxxxxxx Xxx Title: Senior Vice President to Credit Agreement and Joinder Agreement JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ H. Dxxxx Xxxxx Name: H. Dxxxx Xxxxx Title: Vice President to Credit Agreement and Joinder Agreement WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: Vice President to Credit Agreement and Joinder Agreement SUNTRUST BANK, as a Lender By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: Managing Director to Credit Agreement and Joinder Agreement TOYOTA MOTOR CREDIT CORPORATION, as a Lender By: /s/ Wxxxxxx Xxxxx Name: Wxxxxxx Xxxxx Title: National Dealer Credit Manager to Credit Agreement and Joinder Agreement WXXXX FARGO BANK, N.A., as a Lender By: /s/ Pxxxx X. Xxxxx Name: Pxxxx X. Xxxxx Title: Vice President to Credit Agreement and Joinder Agreement SCOTIABANC, INC., as a Lender By: /s/ Wxxxxxx X. Xxxxxxx Name: Wxxxxxx X. Xxxxxxx Title: Managing Director to Credit Agreement and Joinder Agreement CREDIT SUISSE, CAYMAN ISLAND BRANCH, as a Lender By: /s/ Cxxxxxxxx Xxxxxxx Name: Cxxxxxxxx Xxxxxxx Title: Vice President By: /s/ Mxxxxxx Xxxxxxxxxxx Name: Mxxxxxx Xxxxxxxxxxx Title: Associate to Credit Agreement and Joinder Agreement ROYAL BANK OF CANADA, as a Lender By: /s/ Sxxxx Xxxx Name: Sxxxx Xxxx Title: Authorized Signatory to Credit Agreement and Joinder Agreement U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Sxxxx X. Xxxxxxxx Name: ~~Xxxxxxx~~ Sxxxx X. Xxxxxxxx Title: Vice President ~~[Signature Page~~ to ~~Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted~~ Credit Agreement and ~~filed separately with the Securities and Exchange Commission. BANK OF AMERICA, N.A.~~Joinder Agreement FIFTH THIRD BANK, as a ~~Committed~~ Lender By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director BANK OF AMERICA, N.A., as a Group Agent By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Committed Lender By: /s/ Xxxxx Mxxx Xxxxx Name: ~~Xxxxx~~ Mxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director CREDIT SUISSE AG, NEW YORK BRANCH, as a Group Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page Vice President to ~~Loan~~ Credit Agreement and Joinder Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director DEUTSCHE BANK AG, NEW YORK BRANCH, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. GIFS CAPITAL COMPANY LLC, as a Conduit Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Manager [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Solely in respect of its obligations under Article 11, Section 10.20 and Section 10.21: SOLARCITY CORPORATION, as Limited Guarantor By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Chief Financial Officer [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain Loan Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, Bank of America, N.A., as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company By: ___________________________________ Name: Title: Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Appears in 1 contract

Samples: Credit Agreement (Carmax Inc)

BANK OF AMERICA, N. A., as ~~Collateral Agent for the Secured Parties~~ a Lender and ~~Administrative Agent for the Lenders~~ L/C Issuer By: /s/ ~~Xxxxxxx~~ Wxxx X. ~~Xxxxxxxx~~ Xxxxxx, Jr. Name: ~~Xxxxxxx~~ Wxxx X. ~~Xxxxxxxx~~ Xxxxxx, Jr. Title: Senior Vice President [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. GXXXXXX SXXXX BANK USA, as a Lender By: /s/ Jxxxxxxx Xxxxxxx Name: Jxxxxxxx Xxxxxxx Title: Authorized Signatory MIZUHO BANK, LTD, as a Lender By: /s/ Dxxxx XxXxxxxxxxx Name: Dxxxx XxXxxxxxxxx Title: Executive Director ROYAL BANK OF ~~AMERICA~~CANADA, as a Lender By: /s/ Txx XxXxxxx Name: Txx XxXxxxx Title: Authorized Signatory TRUIST Bank, as a Lender By: /s/ Rxxx Xxxxxx Name: Rxxx Xxxxxx Title: Director SUMITOMO MITSUI BANKING CORPORATION, as a Lender By: /s/ Kxxxxxxxx Xxxxx Name: Kxxxxxxxx Xxxxx Title: Director MXXXXX SXXXXXX BANK, N.A., as a ~~Committed~~ Lender By: /s/ ~~Xxxxxx Xxxx-~~Mxxxxxx Xxxx Name: Mxxxxxx Xxxx Title: Authorized Signatory BARCLAYS BANK PLC, as a Lender By: /s/ Cxxxx Xxxxxx Name: ~~Xxxxxx Xxxx-~~Cxxxx Xxxxxx Title: Director ~~BANK OF AMERICA, N.A.~~BNP Paribas, as a Group Agent By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Committed Lender By: /s/ ~~Xxxxx Xxxxx~~ Jxxxx Xxxxxxx Name: ~~Xxxxx Xxxxx~~ Jxxxx Xxxxxxx Title: Managing Director By: /s/ Kxxx Xxxxxxxxxxx Name: Kxxx Xxxxxxxxxxx Title: Director ~~By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director CREDIT SUISSE AG, NEW YORK BRANCH~~Rxxxxxx Jxxxx Bank, as a Group Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed Lender By: /s/ ~~Xxxxx~~ Axxxxxxxx Xxxxxx Name: ~~Xxxxx~~ Axxxxxxxx Xxxxxx Title: Director DEUTSCHE BANK AG, NEW YORK BRANCH, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. GIFS CAPITAL COMPANY LLC, as a Conduit Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Manager [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Solely in respect of its obligations under Article 11, Section 10.20 and Section 10.21: SOLARCITY CORPORATION, as Limited Guarantor By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Chief Financial Officer [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain Loan Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, Bank of America, N.A., as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company By: ___________________________________ Name: Title: Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.Senior Vice President

Appears in 1 contract

Samples: Credit Agreement (Safehold Inc.)

BANK OF AMERICA, N. A., as ~~Collateral~~ a Co-Syndication Agent ~~for~~ and a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Director The undersigned Lender herby consents to Amendment No. 1 to the ~~Secured Parties and Administrative Agent for~~ Credit Agreement. KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxx Title: Sr. Vice President The undersigned Lender herby consents to Amendment No. 1 to the ~~Lenders~~ Credit Agreement. PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx X. ~~Xxxxxxxx~~ Xxxxxx Name: Xxxxxxx X. ~~Xxxxxxxx~~ Xxxxxx Title: Vice President ~~[Signature Page~~ The undersigned Lender herby consents to ~~Loan~~ Amendment No. 1 to the Credit Agreement~~] [***] Confidential treatment has been requested for the bracketed portions~~. ~~The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. BANK OF AMERICA~~SANTANDER BANK, N.A., as a ~~Committed~~ Lender By: /s/ Xxxxxx ~~Xxxx-Xxxxxx~~ Xxxxxxx Name: Xxxxxx ~~Xxxx-Xxxxxx~~ Xxxxxxx Title: Executive Director The undersigned Lender herby consents to Amendment No. 1 to the Credit Agreement. U.S. BANK ~~OF AMERICA, N.A.~~NATIONAL ASSOCIATION, as a Group Agent By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Committed Lender By: /s/ Xxxxx ~~Xxxxx~~ X. Xxxxxxx Name: Xxxxx ~~Xxxxx~~ X. Xxxxxxx Title: ~~Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director CREDIT SUISSE AG, NEW YORK BRANCH~~Senior Vice President The undersigned Lender herby consents to Amendment No. 1 to the Credit Agreement. BARCLAYS BANK PLC, as a ~~Group~~ Co-Documentation Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and ~~filed separately with the Securities and Exchange Commission. DEUTSCHE BANK AG, NEW YORK BRANCH, as~~ a ~~Committed~~ Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director ~~DEUTSCHE~~ The undersigned Lender herby consents to Amendment No. 1 to the Credit Agreement. INDUSTRIAL AND COMMERCIAL BANK AGOF CHINA LIMITED, NEW YORK BRANCH, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. GIFS CAPITAL COMPANY LLC, as a Conduit Lender By: /s/ Xxxxxx ~~X. Xxxxx~~ Xxxx Name: Xxxxxx ~~X. Xxxxx~~ Xxxx Title: Manager [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Solely in respect of its obligations under Article 11, Section 10.20 and Section 10.21: SOLARCITY CORPORATION, as Limited Guarantor ED By: /s/ ~~Xxxx Xxxx~~ Hsiwei Chen Name: ~~Xxxx Xxxx~~ Hsiwei Chen Title: ~~Chief Financial Officer~~ VP [~~Signature Page~~ Amendment No. 1 to ~~Loan~~ 364-Day Credit Agreement] ~~[***] Confidential treatment has been requested for the bracketed portions~~The undersigned Lender herby consents to Amendment No. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group 1 to the ~~Borrower under that certain Loan~~ Credit Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, Bank of America. TD BANK, N.A., as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangersa Lender By: /s/ Uk-Sun Xxx Name: Uk-Sun Xxx Title: Senior Vice President The undersigned Lender herby consents to Amendment No. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made 1 to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company By: ___________________________________ Name: Title: Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Appears in 1 contract

Samples: 364 Day Credit Agreement (CVS HEALTH Corp)

BANK OF AMERICA, N. A., as ~~Collateral Agent for the Secured Parties~~ Syndication Agent, Letter of Credit Issuer, Swingline Lender, Revolving Lender and ~~Administrative Agent for the Lenders~~ Term Loan Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director Signature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 CITIBANK, N.A., as Letter of Credit Issuer, Revolving Lender and Term Loan Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Signature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Letter of Credit Issuer, Revolving Lender and Term Loan Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director Signature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Revolving Lender and Term Loan Lender By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director Signature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 U.S. BANK NATIONAL ASSOCIATION, as Revolving Lender and Term Loan Lender By: /s/ Xxxxxxxxx X. Xxxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxxx Title: Senior Vice President [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. BANK OF AMERICACALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 XXXXXX XXXXXXX BANK, N.A., as ~~a Committed~~ Revolving Lender and Term Loan Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory Signature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 HSBC BANK USA, NA, as Revolving Lender and Term Loan Lender By: /s/ Xxxxxx ~~Xxxx-Xxxxxx~~ Xxxxx Name: Xxxxxx ~~Xxxx-Xxxxxx~~ Xxxxx Title: Director Signature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 XXXXXXX SACHS BANK ~~OF AMERICA, N.A.~~USA, as ~~a Group Agent By: /s/ Xxxxxx Xxxx-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director [Signature Page to~~ Revolving Lender and Term Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Committed Lender By: /s/ Xxxxx ~~Xxxxx~~ Xx Name: Xxxxx ~~Xxxxx~~ Xx Title: Authorized Signatory Signature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 COMPASS BANK, as Revolving Lender and Term Loan Lender By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Senior Vice President Signature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 MIZUHO BANK, LTD., as Revolving Lender and Term Loan Lender By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Signature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 BANK OF NOVA SCOTIA, as Revolving Lender and Term Loan Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director ~~By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director CREDIT SUISSE AG, NEW YORK BRANCH~~Signature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 SOCIÉTÉ GÉNÉRALE, as ~~a Group Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page to~~ Revolving Lender and Term Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director ~~DEUTSCHE BANK AG~~Signature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 PNC BANK, ~~NEW YORK BRANCH~~NATIONAL ASSOCIATION, as ~~a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to~~ Revolving Lender and Term Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. GIFS CAPITAL COMPANY LLC, as a Conduit Lender By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director Signature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 BRANCH BANKING AND TRUST COMPANY, as Revolving Lender and Term Loan Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Vice President Signature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 DNB CAPITAL LLC, as Revolving Lender and Term Loan Lender By: /s/ Xxxxx Xxxxx Name: ~~Xxxxxx X.~~ Xxxxx Xxxxx Title: ~~Manager [~~Vice President By: /s/ Asulv Xxxxx Name: Asulv Xxxxx Title: First Vice President Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Solely in respect of its obligations under Article 11, Section 10.20 and Section 10.21: SOLARCITY CORPORATIONCALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 THE BANK OF NEW YORK MELLON, as ~~Limited Guarantor~~ Revolving Lender and Term Loan Lender By: /s/ Xxxx ~~Xxxx~~ X. Xxxxxx Name: Xxxx ~~Xxxx~~ X. Xxxxxx Title: ~~Chief Financial Officer [~~Vice President Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain Loan Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, Bank of America, N.A.CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 SUMITOMO MITSUI BANKING CORPORATION, as ~~collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A.~~ Revolving Lender and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. The Borrower promises to pay interest on the unpaid principal amount of each Term Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company By: ~~___________________________________~~ /s/ Ryo Suzuki Name: Ryo Suzuki Title: Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.General Manager Signature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29

Appears in 1 contract

Samples: Credit Agreement (California Resources Corp)

BANK OF AMERICA, N. A., an Extending Revolving Credit Lender and a Letter of Credit Issuer By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director |US-DOCS\131830648.9|| XXXXXXX XXXXX BANK USA, as ~~Collateral Agent for the Secured Parties~~ a 2022 Incremental Revolving Credit Lender and ~~Administrative Agent for the Lenders~~ an Extending Revolving Credit Lender By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Authorized Signatory |US-DOCS\000000000.9|| ROYAL BANK OF CANADA, as a 2022 Incremental Revolving Credit Lender and an Extending Revolving Credit Lender By: /s/ Xxxxxxx ~~X. Xxxxxxxx~~ Xxxxxx Name: Xxxxxxx ~~X. Xxxxxxxx~~ Xxxxxx Title: ~~Vice President~~ Authorized Signatory [Signature Page to ~~Loan Agreement~~First Amendment] ~~[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.~~ |US-DOCS\131830648.9|| BARCLAYS BANK ~~OF AMERICA, N.A.~~PLC, as a ~~Committed~~ 2022 Incremental Revolving Credit Lender and an Extending Revolving Credit Lender By: /s/ ~~Xxxxxx Xxxx-~~Xxxx Xxxxxx Name: ~~Xxxxxx Xxxx-~~Xxxx Xxxxxx Title: Director ~~BANK OF AMERICA, N.A., as a Group Agent By: /s/ Xxxxxx Xxxx~~|US-Xxxxxx Name: Xxxxxx Xxxx-Xxxxxx Title: Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Committed Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director DOCS\131830648.9|| CREDIT SUISSE AG, NEW YORK BRANCH, as a ~~Group Agent~~ 2022 Incremental Revolving Credit Lender, an Extending Revolving Credit Lender and a Letter of Credit Issuer By: /s/ Xxxxx ~~Xxxxx~~ Xxxx Name: Xxxxx ~~Xxxxx~~ Xxxx Title: Director By: /s Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed Lender Authorized Signatory By: /s/ ~~Xxxxx Xxxxxx~~ Xxxxxxx Xxxxxxxxxxxx Name: ~~Xxxxx Xxxxxx~~ Xxxxxxx Xxxxxxxxxxxx Title: Director DEUTSCHE BANK AG, NEW YORK BRANCH, as a Group Agent By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: Managing Director [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. GIFS CAPITAL COMPANY LLC, as a Conduit Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Manager [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Solely in respect of its obligations under Article 11, Section 10.20 and Section 10.21: SOLARCITY CORPORATION, as Limited Guarantor By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Chief Financial Officer [Signature Page to Loan Agreement] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT A to Loan Agreement FORM OF NOTE [See Attached] Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. NOTE FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its registered assigns (the “Group Agent”), on behalf of the Lenders in its related Group, in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Group to the Borrower under that certain Loan Agreement, dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, the Lenders from time to time party thereto, the Group Agents from time to time party thereto, Bank of America, N.A., as collateral agent for the Secured Parties (“Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonAuthorized Signatory |US-payment of this Note. Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MEGALODON SOLAR, LLC, a Delaware limited liability company By: ___________________________________ Name: Title: Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exhibit A [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B-1 to Loan Agreement FORM OF BORROWING NOTICE [See Attached] Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. BORROWING NOTICE Date:____________1 Requested Borrowing Date:_____________ Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 Attention: [***] Telephone: [***] Telecopy: [***] [***] Re: Project Kronor Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of May 4, 2015 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”), among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and individually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent”), Bank of America, N.A. and Credit Suisse Securities (USA) LLC, as joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below: 1 Notice must be received by Administrative Agent at least three (3) Business Days before the date of the Requested Borrowing Date. Exhibit B-1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.DOCS\131830648.9||

Appears in 1 contract

Samples: First Lien Credit Agreement (HireRight Holdings Corp)

Common use of BANK OF AMERICA, N Clause in Contracts