Form of. A Request for Credit Extension B Assignment and Assumption C-1 Opinion of Internal Counsel to the Company C-2 Opinion of Txxxxx Xxxx & Priest LLP C-3 Opinion of Netherlands Counsel to the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel to the Administrative Agent C-6 Opinion of Special Counsel to the Lenders D Credit-Linked Note E Request for Term Loans F Term Note G Subsidiary Guaranty H-1 LOC Application and Agreement (Bank of America) H-2 LOC Application and Agreement (JPMorgan Chase Bank) I Money Market Account Agreement J Parent Guaranty K Allocation Agreement LETTER OF CREDIT AND TERM LOAN AGREEMENT This LETTER OF CREDIT AND TERM LOAN AGREEMENT (“Agreement”) is entered into as of November 6, 2006, among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of The Kingdom of the Netherlands (the “Company”), on behalf of itself and as Co-Obligors’ Agent, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICES, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, and CB&I TYLER COMPANY, a Delaware corporation (each of the foregoing being a Wholly-Owned Subsidiary of the Company and hereinafter referred to individually as a “Co-Obligor” and collectively the “Co-Obligors”), BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as issuers of letters of credit (each an “L/C Issuer” and collectively, the “L/C Issuers”), the financial institutions having a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 hereto under the heading “Credit-Linked Deposit” (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
Form of. ASSIGNMENT AND ASSUMPTION This Assignment and Assumption Agreement (the "Assignment and Assumption") is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and Obligations of the Assignor under the respective facilities identified below (including without limitation any Letters of Credit, guarantees, and Swing Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or wa...
Form of. A Committed Loan Notice B Swing Line Loan Notice C Negotiated Rate Loan Notice D Revolving Note E Compliance Certificate F Assignment and Assumption G Opinions CREDIT AGREEMENT This CREDIT AGREEMENT, dated as of August 1, 2007 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (the “Borrower”), the lending institutions party hereto from time to time (each, a “Lender” and collectively, the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and Alternative Currency Fronting Lender, BANC OF AMERICA SECURITIES LLC, as Joint Lead Arranger and Joint Bookrunner, UBS SECURITIES LLC, as Joint Lead Arranger, Joint Bookrunner and Syndication Agent, BARCLAYS CAPITAL, as Joint Bookrunner and Documentation Agent, CITICORP NORTH AMERICA, INC., as Documentation Agent, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Documentation Agent, XXXXXXX XXXXX CREDIT PARTNERS L.P., as Documentation Agent, JPMORGAN CHASE BANK, N.A., as Documentation Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agent, XXXXX FARGO BANK, N.A., as Documentation Agent, THE BANK OF NOVA SCOTIA, as Senior Managing Agent, CALYON NEW YORK BRANCH, as Senior Managing Agent, KEY BANK NATIONAL ASSOCIATION, as Senior Managing Agent, XXXXXXX XXXXX BANK USA, as Senior Managing Agent, THE ROYAL BANK OF SCOTLAND PLC, as Senior Managing Agent, and SUNTRUST BANK, as Senior Managing Agent, and.
Form of. A-1 Committed Loan Notice A-2 Swing Line Loan Notice B-1 Revolving Note B-2 Swing Line Note C Compliance Certificate D Assignment and Assumption E-1 Foreign Lender Exemption Certificate E-2 Foreign Lender U.S. Tax Compliance Certificate E-3 Alternative Form Foreign Lender U.S. Tax Compliance Certificate E-4 Foreign Partnership U.S. Tax Compliance Certificate F Closing and Solvency Certificate G Representations and Warranties Certificate H Credit Card Notification I Borrowing Base Certificate J Joinder Agreement K Closing Checklist L Intercreditor Agreement M Payment Conditions Certificate CREDIT AGREEMENT This CREDIT AGREEMENT (“Agreement”) is entered into as of August 21, 2018, among VXXXX, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors named on Schedule 1.01 hereto, each Lender from time to time party hereto, each L/C Issuer from time to time party hereto, and CITIZENS BANK, N.A., as administrative agent, collateral agent and an L/C issuer. The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders have indicated their willingness to lend and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Form of. A-1 Revolving Loan Notice A-2 Term Loan Interest Rate Selection Notice B Swing Line Loan Notice C-1 Term Loan Note C-2 Revolving Loan Note D Compliance Certificate E Assignment and Assumption F Guaranty Agreement G Opinion Matters H Parent Guaranty Agreement I Security Agreement J Mortgage CREDIT AGREEMENT This CREDIT AGREEMENT is entered into as of October 3, 2005, among XXXXXXX GROUP, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. The Borrower has requested that the Lenders provide a revolving credit facility and a term loan facility, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Form of. A-1 Committed Loan Notice A-2 Swing Line Loan Notice B Note C Compliance Certificate D-1 Assignment and Assumption D-2 Administrative Questionnaire E Opinions F Report of Letter of Credit Information CREDIT AGREEMENT This CREDIT AGREEMENT (as may by hereafter amended, supplemented or otherwise modified from time to time, the “Agreement”) is entered into as of August 24, 2011, among THE DAYTON POWER AND LIGHT COMPANY, an Ohio corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), FIFTH THIRD BANK, an Ohio banking corporation (“Fifth Third”), as Administrative Agent, Swing Line Lender and an L/C Issuer, BANK OF AMERICA, N.A., U.S. BANK, NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents and BANK OF AMERICA, N.A., as Documentation Agent. The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Form of. A Committed Loan Notice B [reserved] C Negotiated Rate Loan Notice D Revolving Note E Compliance Certificate F Assignment and Assumption G U.S. Tax Compliance Certificates H Sustainability Metric Annual Certificate I Notice of Loan Prepayment THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of January 29, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (“Parent Borrower”), VENTAS SSL ONTARIO II, INC., an Ontario corporation (“Ventas SSL II”), VENTAS SSL ONTARIO III, INC., an Ontario corporation (“Ventas SSL III”), VENTAS CANADA FINANCE LIMITED, a Nova Scotia limited company (“Ventas Canada Finance Limited”), VENTAS UK FINANCE, INC., a Delaware corporation (“Ventas UK Finance”), VENTAS EURO FINANCE, LLC, a Delaware limited liability company (“Ventas Euro Finance”), and each of the entities from time to time executing a Borrower Joinder Agreement (together with the Parent Borrower, Ventas SSL II, Ventas SSL III, Ventas Canada Finance Limited, Ventas UK Finance and Ventas Euro Finance, the “Borrowers” and each individually a “Borrower”), VENTAS, INC., a Delaware corporation (“Ventas”), as guarantor, the lending institutions party hereto from time to time (each, a “Lender” and collectively, the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent, and BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as L/C Issuers.
Form of. JOINDER AGREEMENT The undersigned is executing and delivering this Joinder Agreement pursuant to that certain Amended and Restated Sponsor Stockholders Agreement, dated as of September 7, 2016 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Sponsor Stockholders Agreement”) by and among Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., EMC, Denali Finance Corp., Dell International L.L.C., each other Specified Subsidiary that may become a party thereto in accordance with the terms thereof, Xxxxxxx X. Dell, Xxxxx Xxxxxxxxx Dell Separate Property Trust, MSDC Denali Investors, L.P., MSDC Denali EIV, LLC, Silver Lake Partners III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P. and any other Persons who become a party thereto in accordance with the terms thereof. Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to such terms in the Sponsor Stockholders Agreement. By executing and delivering this Joinder Agreement to the Sponsor Stockholders Agreement, the undersigned hereby adopts and approves the Sponsor Stockholders Agreement and agrees, effective commencing on the date hereof and as a condition to the undersigned’s becoming the transferee of DTI Securities, to become a party to, and to be bound by and comply with the provisions of, the Sponsor Stockholders Agreement applicable to a Stockholder [and] [an MD Stockholder / MD Co-Investor][MSD Partners Stockholder / MSD Partners Co-Investor][SLP Stockholder], respectively, in the same manner as if the undersigned were an original signatory to the Sponsor Stockholders Agreement. [The undersigned hereby represents and warrants that, pursuant to this Joinder Agreement and the Sponsor Stockholders Agreement, it is a Permitted Transferee of [●] and will be the lawful record owner of [●] shares of [Insert description of series / type of Security] of the Company as of the date hereof. The undersigned hereby covenants and agrees that it will take all such actions as required of a Permitted Transferee as set forth in the Sponsor Stockholders Agreement, including but not limited to conveying its record and beneficial ownership of any DTI Securities and all rights, title and obligations thereunder back to the initial transferor Stockholder or to another Permitted Transferee of the original transferor ...
Form of. A Committed Loan Notice B Swing Line Loan Notice C-1 Term A Note C-2 Revolving Credit Note D Compliance Certificate E Assignment and Assumption F Forms of U.S. Tax Compliance Certificates AMENDED AND RESTATED CREDIT AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of October 12, 2022, among BWX TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and an L/C Issuer. The Borrower has requested that the Lenders provide a term A loan facility and a revolving credit facility, with a swing line sublimit and a letter of credit sublimit, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
