Common use of General Provisions Clause in Contracts

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”), promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:

Appears in 3 contracts

Samples: Security Agreement (United Stationers Inc), Security Agreement (United Stationers Inc), Security Agreement (United Stationers Inc)

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General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New YorkYork without giving effect to the conflicts of laws principles thereof, but including Section 5-1401 of the New York General Obligations Law. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D XXXXXXX X-0 FORM OF PROMISSORY REVOLVING CREDIT NOTE , 20 UNITED STATIONERS SUPPLY CO.FOR VALUE RECEIVED, an Illinois corporation the undersigned (the “Borrower”, together with all successors and assigns), promises to pay to the order of or (hereinafter, together with its registered assigns (successors in title and assigns, the “Lender”) the aggregate unpaid principal amount balance of all Revolving Loans made by the Lender to or for the account of the Borrower pursuant to Article II of the Credit Agreement (as hereinafter hereafter defined)) and amounts advanced by the Lender in respect of any Letter of Credit and Swing Loans, in immediately available funds with interest, fees, expenses and costs at the main office of JPMorgan Chase Bankrate and payable in the manner stated in the Credit Agreement. As used herein, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates Credit Agreement” means and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required refers to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second that certain Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 February 3, 2017 (which, as it such may be amended amended, restated, extended, supplemented or otherwise modified and in effect from time to time) by and among others, is herein called BJ’s Wholesale Club, Inc., a Delaware corporation (the “AgreementBorrower”), among the Borrower, United Stationers Beacon Holding Inc., a Delaware corporation, Xxxxx Fargo Bank, National Association, as a credit partyadministrative agent (in such capacity, including any successor thereto, the lenders party thereto, including “Administrative Agent”) under the LenderLoan Documents, and the Agent, Lender and each other Person from time to which Agreement reference is hereby made for time party thereto as a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereoflender thereunder. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated herein as of July 5, 2007 (as amended or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”). Terms defined in the Credit Agreement. This is a “Revolving Credit Note” to which reference is made in the Credit Agreement are used herein and is subject to all terms and provisions thereof. This Revolving Credit Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. The principal of, and interest on, this Revolving Credit Note shall be payable at the times, in the manner, and in the amounts as therein definedprovided in the Credit Agreement and shall be subject to prepayment and acceleration as provided therein. (The Administrative Agent’s books and records concerning the “Designating Lender”)Revolving Loans and amounts owing in respect of Letters of Credit and Swing Loans, (the “Designated Lender”)accrual of interest and fees thereon, and the repayment of such Revolving Loans and advances in respect of Letters of Credit and Swing Loans, shall be prima facie evidence of the indebtedness to the Lender hereunder, absent manifest error. No delay or omission by the Administrative Agent or the Lender in exercising or enforcing any of the Administrative Agent’s or Lender’s powers, rights, privileges, remedies, or discretions hereunder shall operate as a waiver thereof on that occasion nor on any other occasion. No waiver of any Event of Default shall operate as a waiver of any other Event of Default, nor as a continuing waiver. The Borrower agree as follows:waives presentment, demand, notice, and protest, and also waives any delay on the part of the holder hereof. The Borrower assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by the Administrative Agent and/or the Lender with respect to this Revolving Credit Note and/or any Collateral Document or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of the Borrower or any other Person obligated on account of this Revolving Credit Note. This Revolving Credit Note shall be binding upon the Borrower and upon its successors, assigns, and representatives, and shall inure to the benefit of the Lender and its successors, endorsees and assigns. The Borrower agrees that any action or proceeding arising out of or relating to this Revolving Credit Note or for recognition or enforcement of any judgment, may be brought in the courts of the state of New York sitting in New York City in the Borough of Manhattan or of the United States for the Southern District of New York, and any appellate court from any thereof, and by execution and delivery of this Revolving Credit Note, the Borrower and the Lender each consent, for itself and in respect of its property, to the exclusive jurisdiction of those courts. To the fullest extent permitted by applicable law, the Borrower irrevocably waives any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in the courts of the state of New York sitting in New York City in the Borough of Manhattan or of the United States for the Southern District of New York, and any appellate court from any thereof. THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. The Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Administrative Agent and the Lender, in the establishment and maintenance of their respective relationship with the Borrower contemplated by this Revolving Credit Note, are each relying thereon. THE BORROWER, AND THE LENDER BY ITS ACCEPTANCE HEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS REVOLVING CREDIT NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY).

Appears in 3 contracts

Samples: Credit Agreement (BJ's Wholesale Club Holdings, Inc.), Credit Agreement (BJ's Wholesale Club Holdings, Inc.), Credit Agreement (BJ's Wholesale Club Holdings, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment the Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW). * * * EXHIBIT H-1 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the Administrative Agent and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law each of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”), promises to pay Banks party to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans Credit Agreement referred to below Ladies and Gentlemen: Reference is made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving that certain Credit Agreement, dated as of July 5. 2007 March 28, 2003, amended and restated as of April 18, 2005, further amended and restated as of April 12, 2006, further amended as of March 18, 2009, further amended as of October 26, 2009 and further amended as of March 2, 2010 (which, as it so amended and restated and as the same may be amended or further amended, restated, modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified and/or supplemented from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the U.S. Borrower”), United Stationers Inc.Solvest, as a credit partyLtd., the financial institutions lenders from time to time party thereto as lenders (including the “Lenders”Lender), the other parties thereto and JPMorgan Chase Bank, N.A.Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank, and is entitled to the benefits thereof and of the other Credit Documents (the “Agent”). Terms as defined in the Credit Agreement are Agreement). Unless otherwise indicated herein, capitalized terms used but not defined herein as therein defined. (shall have the “Designating Lender”), (respective meanings set forth in the “Designated Lender”), and the Borrower agree as follows:Credit Agreement.

Appears in 3 contracts

Samples: Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc), Intercreditor Agreement (Dole Food Co Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New YorkYork without regard to the conflict of law principles thereof to the extent that the application of the laws of another jurisdiction would be required thereby. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) Form of Assignment and Assumption EXHIBIT D B FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO.FOR VALUE RECEIVED, an Illinois corporation the undersigned (the “Borrower”), hereby promises to pay to the order of or its registered assigns (the “Lender”) ), in accordance with the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II provisions of the Agreement (as hereinafter defined), the principal amount of the [Bridge A Loan/Bridge B Loan] from time to time made by the Lender to the Borrower under that certain Interim Loan Agreement, dated as of June 28, 2012 (as amended, restated, extended, 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, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. The Borrower promises to pay interest on the unpaid principal amount of the [Bridge A Loan/Bridge B Loan] made by the Lender 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 main office 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 JPMorgan Chase Bank, N.A. in Chicago, Illinois, actual payment (and before as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof well as after judgment) computed at the rates and on the dates per annum rate set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant toreferred to in the Agreement, and is entitled to the benefits of, the Second Amended thereof and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended prepaid in whole or modified and in effect from time part subject to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date acceleratedprovided therein. This Note is secured pursuant also entitled to the Collateral Documents benefits of the Guarantee Agreement. Upon the occurrence and guaranteed pursuant to continuation of one or more of the Guaranty, all as more specifically described 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 reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them payable all as provided in the Agreement. This Note The [Bridge A Loan/Bridge B Loan] made by the Lender shall be governed byevidenced 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 construed in accordance withmaturity of its [Bridge A Loans/Bridge B Loans] and payments with respect thereto. The Borrower hereby waives diligence, the internal law presentment, protest and demand and notice of the State protest, demand, dishonor and non-payment of New Yorkthis Note. THE ASSIGNMENT OF THIS NOTE AND ANY RIGHTS WITH RESPECT THERETO IS SUBJECT TO THE PROVISIONS OF THE AGREEMENT INCLUDING THE PROVISIONS GOVERNING THE REGISTER AND THE PARTICIPANT REGISTER. Form of Note THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATIONERS SUPPLY COSTATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. CONSTELLATION BRANDS, INC. By: Name: Title: SCHEDULE OF Form of Note LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 WITH RESPECT THERETO Date Principal Class of Loan Made Amount of Loan Maturity Made End of Interest Period Amount of Principal Amount or Interest Paid Unpaid This Date Outstanding Principal Balance This Date Notation Made By Form of Note EXHIBIT E C FORM OF DESIGNATION AGREEMENT Reference SOLVENCY CERTIFICATE SOLVENCY CERTIFICATE of CONSTELLATION BRANDS, INC. AND ITS SUBSIDIARIES [ ], 201[ ] This certificate is made furnished pursuant to Section 4.01(d) of the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5June 28, 2007 2012 (as amended or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. Constellation Brands, Inc., a Delaware corporation (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions Lenders from time to time party thereto as lenders (the “Lenders”)thereto, and JPMorgan Chase BankBank of America, N.A., as Administrative Agent (thereunder and the “Agent”)other parties from time to time party thereto. Terms used but not defined herein shall have the meaning ascribed to them in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:Agreement.

Appears in 3 contracts

Samples: Project Financing Agreement (Constellation Brands, Inc.), Project Financing Agreement (Constellation Brands, Inc.), Project Financing Agreement (Constellation Brands, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New YorkTexas. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D G FORM OF DELAYED DRAW TERM LOAN NOTE [See Attached] EXHIBIT G FORM OF DELAYED DRAW TERM LOAN PROMISSORY NOTE Principal: $[●] Date: [●] FOR VALUE RECEIVED, 20 UNITED STATIONERS SUPPLY CO.the undersigned ATLAS SAND COMPANY, an Illinois corporation LLC, a Delaware limited liability company (the together with its successors and permitted assigns, “Borrower”), promises to pay to the order of or its registered assigns STONEBRIAR COMMERCIAL FINANCE LLC, a Delaware limited liability company (together with the respective successors, assigns, and subsequent holders of this Delayed Draw Term Loan Note, “Lender”) ), at 0000 Xxxxxxx Xxxxxxx, Xxxxx 0000, Xxxxx, Xxxxx 00000, or as Lender or the aggregate unpaid holder hereof may otherwise designate in writing, the principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement [●] and No/100 Dollars ($[●])2 (or so much thereof as hereinafter definedshall have been advanced and remain unpaid and outstanding hereunder), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest (computed on the basis of a 365-day year for the actual number of days elapsed) on the unpaid principal amount hereof from and including the date hereof until paid in full at the rates and on the dates set forth rate per annum equal to [●]%3. This Delayed Draw Term Loan Note shall be payable in [●] ([●])4 consecutive monthly installments as follows: [●] ([●])5 monthly installments of interest only each in the Agreement. The Borrower shall pay amount of $[●]6 payable on each Payment Day commencing with the Payment Day on [●]7 and continuing on each Payment Day up to and including January 1, 2025; followed by [●] ([●])8 additional monthly installments of combined principal and interest each in the amount of [●]9 payable on each Payment Day commencing February 1, 2025 and continuing on each Payment Day up to and including August 1, 2030; and then a final installment also payable on August 1, 2030 (the “Stated Maturity Date”) equal to $[●]10, together with all other accrued and unpaid interest hereon and all other amounts (if any) then payable hereon or otherwise under the Loan Documents, each such installment to be applied, first, to the payment of interest accrued on the Loans in full on unpaid principal amount hereof to the Facility Termination Date and date of such installment and, second, to the reduction of such unpaid principal amount.11 All payments hereunder shall make such mandatory payments as are required to be made under the terms of Article II in lawful money of the Agreement. The Lender shall, United States and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunderimmediately available funds. This Delayed Draw Term Loan Note is one of the Delayed Draw Term Loan Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving referenced in that certain Credit Agreement, dated as of July 5. 2007 (which31, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2023 (as amended amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions Lenders from time to time party thereto as lenders (the “Lenders”)thereto, and JPMorgan Chase BankStonebriar Commercial Finance, N.A.LLC, a Delaware limited liability company, as Administrative Agent (the “Agent”). Terms Capitalized terms used, but not expressly defined herein that are defined in the Credit Agreement are used herein shall have the meanings as therein definedset forth in the Credit Agreement. Borrower shall have the right to voluntarily prepay all or a portion of this Delayed Draw Term Loan Note on any Payment Day, upon thirty (30) days’ prior written notice to Administrative Agent, such notice of prepayment being irrevocable unless expressly conditioned upon the occurrence of another transaction, in which case such notice may be revoked in the event such other transaction is not consummated, provided that any such prepayment shall be in a minimum principal amount of $1,000,000 (or, if less than $1,000,000, the remaining principal balance of the Delayed Draw Term Loans) and shall be in an integral multiple of $500,000 (such principal amount, the “Prepayment Amount”), together with all interest then accrued and unpaid on the principal so prepaid together with the Prepayment Fee (if any) set forth below. Except as otherwise provided in the Credit Agreement (including regularly scheduled payment installments as required by this Delayed Draw Term Loan Note), if Borrower voluntarily prepays or is required to prepay (whether due to permitted acceleration by the Administrative Agent or otherwise) this Delayed Draw Term Loan Note prior to the Stated Maturity Date, Borrower shall pay, on the date of such 2 To insert the applicable principal amount 3 To insert the applicable rate (i.e., the Term SOFR Rate plus 5.95%) 4 To insert number of months from Delayed Draw Funding Date until the Maturity Date. 5 To insert number of months from Delayed Draw Funding Date until December 1, 2024. 6 To insert amount of interest only payments. 7 To insert first Payment Date occurring after Delayed Draw Funding Date. 8 To insert number of months from February 1, 2025 until the Maturity Date. 9 To insert amount of principal and interest payments (to equal 80% of the applicable Delayed Draw Term Loan divided by months remaining until the Maturity Date). 10 To insert amount of final principal and interest payment (to equal 20% of the applicable Delayed Draw Term Loan). 11 NTD: If the Note date is after December 31, 2024, there shall be no interest-only period. prepayment (which shall be a Payment Day), a fee (the “Designating LenderPrepayment Fee”) to Lender in an amount equal to (a) eight percent (8%) of the Prepayment Amount if such prepayment occurs on or prior to December 31, 2024 (b) four percent (4%) of the Prepayment Amount if such prepayment occurs after December 31, 2024 but on or prior to December 31, 2025, (c) three percent (3%) of the Prepayment Amount if such prepayment occurs after December 31, 2025 but on or prior to December 31, 2026 and (d) two percent (2%) of the Prepayment Amount if such prepayment occurs thereafter, provided that the Prepayment Fee shall be charged and paid only to the extent permitted by Applicable Law. Any prepayment pursuant to this paragraph shall be applied to the installments hereof in the inverse order of maturity. Upon the maturity of this Delayed Draw Term Loan Note, the entire unpaid principal amount on this Delayed Draw Term Loan Note, together with all interest, fees and other amounts payable hereon or in connection herewith pursuant to the Loan Documents (the “Total Obligation”), shall be immediately due and payable without further notice or demand. In the event Borrower fails to pay in full and in good, immediately available funds the Total Obligation upon the same becoming due and payable (whether at maturity or upon acceleration), then all past due amounts shall bear interest at the “Designated Default Rate in accordance with Section 8 of the Credit Agreement, from the due date thereof until all such amounts have been paid in full in good, immediately available funds. If any payment on this Delayed Draw Term Loan Note becomes payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day. Borrower hereby waives diligence, demand, presentment, protest and notice of any kind, and assents to extensions of the time of payment, release, surrender or substitution of security, or forbearance or other indulgence, without notice. Xxxxxxxx agrees to pay all amounts under this Delayed Draw Term Loan Note without offset, deduction, claim, counterclaim, defense or recoupment, all of which are hereby waived. Administrative Agent, Xxxxxx, Borrower and any other parties to the Loan Documents intend to contract in strict compliance with applicable usury law from time to time in effect. In furtherance thereof such Persons stipulate and agree that none of the terms and provisions contained in the Loan Documents shall ever be construed to create a contract to pay, for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by Applicable Law from time to time in effect. Neither Borrower nor any present or future guarantors, endorsers, or other Persons hereafter becoming liable for payment of any Obligation shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the maximum amount that may be lawfully charged under Applicable Law from time to time in effect, and the provisions of this paragraph shall control over all other provisions of the Loan Documents which may be in conflict or apparent conflict herewith. Xxxxxx expressly disavows any intention to charge or collect excessive unearned interest or finance charges in the event the maturity of any Obligation is accelerated. If (a) the maturity of any Obligation is accelerated for any reason, (b) any Obligation is prepaid and as a result any amounts held to constitute interest are determined to be in excess of the legal maximum, or (c) Lender or any other holder of any or all of the Obligations shall otherwise collect amounts which are determined to constitute interest which would otherwise increase the interest on any or all of the Obligations to an amount in excess of that permitted to be charged by Applicable Law then in effect, then all sums determined to constitute interest in excess of such legal limit shall, without penalty, be promptly applied to reduce the then outstanding principal of the related Obligations or, at Lender’s or such holder’s option, promptly returned to Borrower upon such determination. In determining whether or not the interest paid or payable, under any specific circumstance, exceeds the maximum amount permitted under Applicable Law, Lender and Borrower (and any other payors thereof) shall to the greatest extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread the total amount of interest through the entire contemplated term of this Delayed Draw Term Loan Note in accordance with the amount outstanding from time to time thereunder and the maximum legal rate of interest from time to time in effect under Applicable Law in order to lawfully charge the maximum amount of interest permitted under Applicable Law. This Delayed Draw Term Loan Note may not be changed, modified or terminated orally, but only by an agreement in writing signed by Xxxxxxxx and Lender or any holder hereof. This Delayed Draw Term Loan Note shall be binding upon the successors and assigns of Borrower and inure to the benefit of Lender and its successors, endorsees and assigns; provided, however, that Borrower shall not assign this Delayed Draw Term Loan Note or any obligations hereunder without the prior written consent of Lender (such consent to be granted or withheld at Xxxxxx’s sole discretion), and any purported assignment without such prior written consent shall be null, void and of no effect. If any term or provision of this Delayed Draw Term Loan Note shall be held invalid, illegal or unenforceable, the Borrower agree as follows:validity of all other terms and provisions hereof shall in no way be affected thereby. BORROWER AND, BY ITS ACCEPTANCE HEREOF, XXXXXX XXXXXX KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS DELAYED DRAW TERM LOAN NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. THIS DELAYED DRAW TERM LOAN NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF TEXAS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. THE PARTIES AGREE THAT ANY ACTION OR PROCEEDING ARISING UNDER OR RELATED TO THIS DELAYED DRAW TERM LOAN NOTE MAY BE COMMENCED IN ANY FEDERAL OR STATE COURT SITTING IN THE EASTERN DISTRICT OF TEXAS AND THE PARTIES IRREVOCABLY SUBMIT TO THE JURISDICTION OF EACH SUCH COURT AND AGREE NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURT, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT THE AGREEMENT OR THE SUBJECT MATTER THEREOF OR THE TRANSACTION CONTEMPLATED HEREBY OR THEREBY MAY NOT BE ENFORCED IN OR BY SUCH COURT. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS DELAYED DRAW TERM LOAN NOTE OR IN ANY OTHER LOAN DOCUMENT SHALL LIMIT OR RESTRICT LENDER’S RIGHT TO COMMENCE ANY PROCEEDING IN THE FEDERAL OR STATE COURTS LOCATED IN THE STATE IN WHICH ANY COLLATERAL IS LOCATED TO THE EXTENT LENDER DEEMS SUCH PROCEEDING NECESSARY OR ADVISABLE TO EXERCISE REMEDIES AVAILABLE UNDER ANY LOAN DOCUMENT. THE PARTIES AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. [Signature Page Follows]

Appears in 2 contracts

Samples: Credit Agreement (Atlas Energy Solutions Inc.), Credit Agreement (New Atlas HoldCo Inc.)

General Provisions. This Assignment and Assumption shall be binding upon1.01 Sublandlord hereby subleases the ALF Premises to Subtenant, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”), promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereofof this Sublease and the Prime Lease. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 The term (as amended or otherwise modified from time such term may be extended pursuant to timethis Section 1.01, the “Credit AgreementInitial Term), among United Stationers Supply Co. ) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “LendersCommencement Date”), and JPMorgan Chase Bank, N.A.ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), as Administrative Agent applicable, of the Prime Lease terminates pursuant to its terms (the “AgentExpiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). Terms defined in the Credit Agreement The Initial Term together with each Extension Term are used collectively referred to herein as therein defined. (the “Designating LenderTerm). Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the “Designated Lender”)expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Borrower agree as follows:Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time.

Appears in 2 contracts

Samples: Sublease Agreement, Sublease Agreement

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law laws of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D B [FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”), promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase OF] BORROWING REQUEST Mizuho Bank, N.A. in Chicago, Illinois, Ltd. as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shallCredit Agreement referred to below Harborside Financial Center 0000 Xxxxx Xxx Xxxxxx Xxxx, and is hereby authorized toXX 00000 Attention: Xxxxx Xxxxxxxxx ______________, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT 20__ Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, Term Loan Agreement dated as of July 5January [2], 2007 2018 (as amended amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. MPLX LP, a Delaware limited partnership (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time Lenders party thereto as lenders (the “Lenders”), and JPMorgan Chase Mizuho Bank, N.A.Ltd., as Administrative Agent (the “Agent”). Terms Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement. The Borrower hereby gives you notice, irrevocably, pursuant to Section 2.03 of the Credit Agreement are used herein as therein defined. that the Borrower hereby requests a Borrowing and, in that connection, sets forth below the information relating to such Borrowing (the “Designating LenderProposed Borrowing), () as required by Section 2.03 of the “Designated Lender”), and the Borrower agree as followsCredit Agreement:

Appears in 2 contracts

Samples: Credit Agreement (MPLX Lp), Credit Agreement (Marathon Petroleum Corp)

General Provisions. This Assignment Amendment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”), promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates Loan Documents set forth in full all of the Agreementrepresentations and agreements of the parties with respect to the subject matter hereof and supersede all prior discussions, representations, agreements and understandings between the parties with respect to the subject hereof. The Borrower shall pay Borrower: Silicon: XXXXXXXX.XXX SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxxxx By /s/ President or Vice President Title Vice President By /s/ Xxxxxx X. Xxxxxxx Secretary or Ass't Secretary SILICON VALLEY BANK CERTIFIED RESOLUTION AND INCUMBENCY CERTIFICATE BORROWER: XXXXXXXX.XXX, A CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF CALIFORNIA DATE: JANUARY 27, 2000 I, the principal undersigned, Secretary or Assistant Secretary of the above-named borrower, a corporation organized under the laws of the state set forth above, do hereby certify that the following is a full, true and accrued correct copy of resolutions duly and unpaid interest on regularly adopted by the Loans Board of Directors of said corporation as required by law, and by the by-laws of said corporation, and that said resolutions are still in full on the Facility Termination Date force and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shalleffect and have not been in any way modified, and is hereby authorized torepealed, record on the schedule attached heretorescinded, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect revoked. RESOLVED, that this corporation borrow from Silicon Valley Bank ("Silicon"), from time to time, such sum or sums of money as, in the judgment of the officer or officers hereinafter authorized hereby, this corporation may require. RESOLVED FURTHER, that any officer of this corporation be, and he or she is herein called hereby authorized, directed and empowered, in the “Agreement”)name of this corporation, among the Borrowerto execute and deliver to Silicon, United Stationers Inc., as a credit partyand Silicon is requested to accept, the lenders party theretoloan agreements, including the Lendersecurity agreements, notes, financing statements, and the Agentother documents and instruments providing for such loans and evidencing and/or securing such loans, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreementwith interest thereon, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein said authorized officers are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions authorized from time to time party to execute renewals, extensions and/or amendments of said loan agreements, security agreements, and other documents and instruments. RESOLVED FURTHER, that said authorized officers be and they are hereby authorized, directed and empowered, as security for any and all indebtedness of this corporation to Silicon, whether arising pursuant to this resolution or otherwise, to grant, transfer, pledge, mortgage, assign, or otherwise hypothecate to Silicon, or deed in trust for its benefit, any property of any and every kind, belonging to this corporation, including, but not limited to, any and all real property, accounts, inventory, equipment, general intangibles, instruments, documents, chattel paper, notes, money, deposit accounts, furniture, fixtures, goods, and other property of every kind, and to execute and deliver to Silicon any and all grants, transfers, trust receipts, loan or credit agreements, pledge agreements, mortgages, deeds of trust, financing statements, security agreements and other hypothecation agreements, which said instruments and the note or notes and other instruments referred to in the preceding paragraph may contain such provisions, covenants, recitals and agreements as Silicon may require and said authorized officers may approve, and the execution thereof by said authorized officers shall be conclusive evidence of such approval. RESOLVED FURTHER, that Silicon may conclusively rely upon a certified copy of these resolutions and a certificate of the Secretary or Ass't Secretary of this corporation as to the officers of this corporation and their offices and signatures, and continue to conclusively rely on such certified copy of these resolutions and said certificate for all past, present and future transactions until written notice of any change hereto or thereto is given to Silicon by this corporation by certified mail, return receipt requested. The undersigned further hereby certifies that the following persons are the duly elected and acting officers of the corporation named above as lenders borrower and that the following are their actual signatures: NAMES OFFICE(S) ACTUAL SIGNATURES ----- --------- ----------------- Xxxxxxx X. Xxxxx Chairman /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx President and Chief Executive Officer /s/ Xxxxxxx X. Xxxxx ------------------------------- ------------------------------------- ------------------------- IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary or Assistant Secretary on the date set forth above. /s/ Xxxxxx X. Xxxxxxx Secretary or Assistant Secretary COLLATERAL ASSIGNMENT, PATENT MORTGAGE AND SECURITY AGREEMENT This Collateral Assignment, Patent Mortgage and Security Agreement is made as of January 27, 2000 by and between XXXXXXXX.XXX (the “Lenders”"Assignor"), and JPMorgan Chase Silicon Valley Bank, N.A., as Administrative Agent a California banking corporation (the “Agent”"Assignee"). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:.

Appears in 2 contracts

Samples: Loan and Security Agreement (Omnicell Inc /Ca/), Loan and Security Agreement (Omnicell Com /Ca/)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law laws of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US EXHIBIT F TO CREDIT AND GUARANTY AGREEMENT FORM OF CERTIFICATE RE NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”), promises to pay BANK STATUS Reference is made to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates Credit and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Guaranty Agreement, dated as of July 5. March 9, 2007 (which, as it may be amended amended, supplemented or modified and in effect from time to timeotherwise modified, is herein called the “Credit Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of ; the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein defined therein and not otherwise defined herein are being used with the meanings attributed to them in the Agreementherein as therein defined), by and among RELIANT PHARMACEUTICALS, INC. This Note shall be governed by(“Company”), and construed in accordance withCERTAIN SUBSIDIARIES OF COMPANY, as Guarantor Subsidiaries, the internal law Lenders party thereto from time to time and XXXXXXX XXXXX CREDIT PARTNERS L.P., as Lender, Sole Lead Arranger, Sole Bookrunner, Syndication Agent, Administrative Agent and Collateral Agent. Pursuant to Section 2.20(c) of the State Credit Agreement, the undersigned hereby certifies that it is not a “bank” or other Person described in Section 881(c)(3) of New Yorkthe Internal Revenue Code of 1986, as amended. UNITED STATIONERS SUPPLY CO. [NAME OF LENDER] By: Name: Title: SCHEDULE OF LOANS EXHIBIT G-1 TO CREDIT AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E GUARANTY AGREEMENT FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as followsCLOSING DATE CERTIFICATE THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS:

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Reliant Pharmaceuticals, Inc.), Credit and Guaranty Agreement (Reliant Pharmaceuticals, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssumptions. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New YorkJersey. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US EXHIBIT “F” ATTACHED TO AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM MADE A PART OF PROMISSORY NOTE THAT CERTAIN SECOND AMENDED AND RESTATED CREDIT AGREEMENT BY AND AMONG, 20 UNITED STATIONERS SUPPLY COAMONGST OTHERS, MISTRAS GROUP, INC., an Illinois AS BORROWER, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, DATED JULY [___], 2009 FREE CASH FLOW CERTIFICATE MISTRAS GROUP, INC. DATE: ____________________, 20___ Reference is made to that certain Second Amended and Restated Credit Agreement, dated July [___], 2009 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Mistras Group, Inc., a Delaware corporation (the “Borrower”), promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions Lenders from time to time party thereto as lenders (the “Lenders”)thereto, and JPMorgan Chase BankBank of America, N.A., as Administrative Agent (and L/C Issuer. The officer executing this certificate is a Responsible Officer of the “Agent”)Borrower and as such is duly authorized to execute and deliver this certificate on behalf of the Borrower. Terms defined in By executing this certificate such officer hereby certifies to the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), Agent and the Borrower agree as followsLenders that:

Appears in 2 contracts

Samples: Credit Agreement (Mistras Group, Inc.), Credit Agreement (Mistras Group, Inc.)

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy fax or other electronic delivery shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation UnitRemainder of page intentionally left blank) EXHIBIT D H-1 TO CREDIT AGREEMENT FORM OF PROMISSORY NOTE _______________, 20 UNITED STATIONERS SUPPLY CO._____ FOR VALUE RECEIVED, an Illinois corporation the undersigned, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the order of ________________ or its registered assigns (the “Lender”) ), in accordance with the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II provisions of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and (other than Swingline Loans) from time to time made by the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled Lender to the benefits of, the Second Amended and Restated Five-Year Revolving Borrower under that certain Credit Agreement, dated as of July 5. 2007 (whichMay 10, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), among United Stationers Supply Co. (the Borrower”), United Stationers Talos Energy Inc., as a credit partyDelaware corporation, the financial institutions Lenders from time to time party thereto as lenders (the “Lenders”)thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent (the “Agent”). Terms defined in the Credit Agreement are used herein and Swingline Lender, JPMorgan Chase Bank, N.A., Natixis, New York Branch, and The Toronto-Dominion Bank, New York Branch, as therein defined. (the “Designating Lender”), (the “Designated Lender”)Issuing Banks, and the other Persons from time to time party thereto. The Borrower agree promises to pay interest on the unpaid principal amount of each Loan (other than Swingline Loans) from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as follows:provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the ratable 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 Section 2.8(c) of the Agreement. This Note is subject to mandatory prepayments and to voluntary prepayments and to all other terms and conditions as provided in the Agreement. This Note is one of the promissory notes referred to in the Agreement and is entitled to the benefits thereof. This Note is also entitled to the benefits of the other Credit Documents and is secured by the Collateral. 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 (other than Swingline Loans) made by the Lender shall be evidenced by an account or accounts maintained by the Lender and by the Register and subaccounts maintained by the Administrative Agent in accordance with the Agreement. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans (other than Swingline 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. No failure to exercise and no delay in exercising, on the part of the Administrative Agent, any right, remedy, power or privilege hereunder or under the Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. A waiver by the Administrative Agent of any right, remedy, power or privilege hereunder or under any Credit Document on any one occasion shall not be construed as a bar to any right or remedy that the Administrative Agent would otherwise have on any future occasion. The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights, remedies, powers and privileges provided by law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Appears in 2 contracts

Samples: Credit Agreement (Talos Energy Inc.), Credit Agreement (Talos Energy Inc.)

General Provisions. This Affiliated Lender Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Affiliated Lender Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by telecopy or other electronic transmission (such as a .pdf) shall be as effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE EXHIBIT C GUARANTEE AGREEMENT made by THE GUARANTORS PARTY HERETO FROM TIME TO TIME in favor of JPMORGAN CHASE BANK, N.A., as Collateral Agent Dated as of [ ], 2015 GUARANTEE AGREEMENT GUARANTEE AGREEMENT, dated as of [ ], 2015, made by each of the signatories hereto (Schedule together with any other entity that may become a party hereto as provided herein, the “Guarantors”; provided that no Excluded Subsidiary shall be required to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”), promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defineda party hereto), in immediately available funds at the main office favor of JPMorgan Chase Bank, N.A. in Chicago, IllinoisN.A., as Administrative Agent collateral agent (in such capacity, the “Collateral Agent”), together ) for the Secured Parties in connection with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (whichOctober 7, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2015 (as amended, amended and restated, supplemented or otherwise modified modified, refinanced or replaced from time to time, the “Credit Agreement”), among United Stationers Supply Co. The Match Group, Inc. (the “Borrower”), United Stationers Inc., as a credit party, the banks and other financial institutions from time to time party or entities parties thereto as lenders “Lenders” (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent administrative agent (in such capacity, the “Administrative Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:certain other parties.

Appears in 2 contracts

Samples: Credit Agreement (Iac/Interactivecorp), Credit Agreement (Match Group, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Approved Electronic Platform shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption the rights and obligations of the Parties hereunder shall be governed by, and construed in accordance with, the internal law laws of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US EXHIBIT E TO SENIOR SUBORDINATED TERM LOAN AND GUARANTY AGREEMENT [FORM OF] CERTIFICATE RE NON-US TAX INFORMATION REPORTING REQUIREMENTS BANK STATUS Reference is made to the Senior Subordinated Term Loan and Guaranty Agreement, dated as of February 7, 2019 (Schedule to as it may be supplied amended, restated, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE and among OZ MANAGEMENT LP, 20 UNITED STATIONERS SUPPLY CO.a Delaware limited partnership (“OZM”), an Illinois corporation as a Borrower and as a Guarantor, OZ ADVISORS LP, a Delaware limited partnership (“Advisors”), as a Borrower and as a Guarantor, OZ ADVISORS II LP, a Delaware limited partnership (“Advisors II”, together with OZM and Advisers, the “Borrowers”, and each a “Borrower”), promises as a Borrower and as a Guarantor, the other Guarantors party thereto from time to pay time, as Guarantors, the Lenders party thereto from time to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined)time, in immediately available funds at the main office of JPMorgan Chase BankWILMINGTON TRUST, N.A. in Chicago, IllinoisNATIONAL ASSOCIATION, as Administrative Agent (the together with its permitted successors in such capacity, Administrative Agent”)) and XXXXXX X. OCH, together with interest on as the unpaid principal amount hereof at the rates and on the dates set forth in the AgreementInitial Lender Representative. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required Pursuant to be made under the terms of Article II Section 2.16(f) of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as the undersigned hereby certifies that it is not (i) a “bank” within the meaning of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement Section 881(c)(3)(A) of the terms and conditions governing this NoteCode, including (ii) a “10-percent shareholder” of any Borrower within the terms and conditions under which this Note may be prepaid meaning of Section 871(h)(3)(B) of the Code or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically (iii) a “controlled foreign corporation” described in the Agreement, and reference is made thereto for a statement Section 881(c)(3)(C) of the terms Code and provisions thereofthat no payments in connection with any Credit Document are effectively connected with a U.S. trade or business. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. [NAME OF LENDER] By: Name: Title: SCHEDULE OF LOANS EXHIBIT F TO SENIOR SUBORDINATED TERM LOAN AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO.GUARANTY AGREEMENT [FORM OF] CLOSING DATE CERTIFICATE February 7, DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows2019 THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

Appears in 2 contracts

Samples: Counterpart Agreement (Och-Ziff Capital Management Group LLC), Governance Agreement (Och-Ziff Capital Management Group LLC)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic transmission (including via “pdf”) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed byTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the internal law of the State of THE LAWS OF THE STATE OF NEW YORK. EXHIBIT B-1 [FORM OF BORROWING SUBSIDIARY AGREEMENT] N/A EXHIBIT B-2 [FORM OF BORROWING SUBSIDIARY TERMINATION] N/A EXHIBIT C [FORM OF] PROMISSORY NOTE New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM , New York $ [Date] For value received, [NAME OF PROMISSORY NOTE BORROWER], 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation a [jurisdiction of entity] [type of entity] (the “Borrower”), promises to pay to the order [name of or its registered assigns Lender] (the “Lender”), (i) the aggregate principal sum of AND NO/100 DOLLARS ($ ) or, if less, the unpaid principal amount of all the Loans made by the Lender to the Borrower pursuant to Article II of under the Credit Agreement (as hereinafter defineddefined below), in immediately available funds at when and as due and payable under the main office terms of JPMorgan Chase Bankthe Credit Agreement, N.A. in Chicago, Illinois, as Administrative Agent and (the “Agent”), together with ii) interest on the unpaid principal amount hereof at the rates and of each such Loan on the dates set forth and at the rate or rates provided for in the Credit Agreement. The Borrower All such payments of principal and interest shall pay be made in the currencies and to the accounts specified in the Credit Agreement, in immediately available funds. All Loans made by the Lender, and all repayments of the principal of and accrued and unpaid interest on thereof, shall be recorded by the Loans in full on Lender and, prior to any transfer hereof, appropriate notations to evidence the Facility Termination Date and foregoing information with respect to each such Loan then outstanding shall make such mandatory payments as are required to be made under endorsed by the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or on a continuation of such schedule attached hereto and made a part hereof; provided that the failure of the Lender to otherwise record in accordance with its usual practice, make any such recordation or endorsement shall not affect the date and amount obligations of each Loan and the date and amount of each principal payment hereunderBorrower hereunder or under the Credit Agreement. This Note note is one of the Notes promissory notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Bridge Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATESeptember [ ], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2014 (as amended amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”)CDK Global Holdings, United Stationers Inc., as a credit partyLLC, the financial institutions Lenders from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent Agent. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement. Reference is made to the Credit Agreement for provisions governing the mandatory and optional prepayment hereof and the acceleration of the maturity hereof. This note is subject to the provisions of Section 10.09(b) (Submission to Jurisdiction), Section 10.09(c) (Waiver of Venue), Section 10.09(d) (Service of Process) and Section 10.10 (Waiver of Jury Trial). This note shall be governed by and construed in accordance with the laws of the State of New York. [NAME OF BORROWER], by Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL Date Amount of Loan Amount of Principal Repaid Unpaid Principal Balance Notations Made By EXHIBIT D-1 [FORM OF] U.S. TAX CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Bridge Credit Agreement, dated as of September [ ], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CDK Global Holdings, LLC (the “AgentCompany”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A, as Administrative Agent. Terms Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) it is not a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments on the Loan(s) are not effectively connected with the undersigned’s conduct of a U.S. trade or business or are effectively connected but are not includible in the undersigned’s gross income for U.S. federal income tax purposes under an income tax treaty. The undersigned has furnished the Administrative Agent and the Company with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement are and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By Name: Title: Date: , 20[ ] [FORM OF] U.S. TAX CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Bridge Credit Agreement dated as therein defined. of September [ ], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CDK Global Holdings, LLC (the “Designating LenderCompany”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A, as Administrative Agent. Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) it is not a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments with respect to such participation are not effectively connected with the undersigned’s conduct of a U.S. trade or business or are effectively connected but are not includible in the undersigned’s gross income for U.S. federal income tax purposes under an income tax treaty. The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN OR W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] [FORM OF] U.S. TAX CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Bridge Credit Agreement dated as of September [ ], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Designated LenderCredit Agreement”), among CDK Global Holdings, LLC (the “Company”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A, as Administrative Agent. Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iv) none of its partners/members is a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments with respect to such participation are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business or are effectively connected but are not includible in the partners/members’ gross income for U.S. federal income tax purposes under an income tax treaty. The undersigned has furnished its participating Lender with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN OR W-8BEN-E from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] [FORM OF] U.S. TAX CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Bridge Credit Agreement dated as of September [ ], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CDK Global Holdings, LLC (the “Company”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A, as Administrative Agent. Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iv) none of its partners/members is a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments on the Loan(s) are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business or are effectively connected but are not includible in the partners/members’ gross income for U.S. federal income tax purposes under an income tax treaty. The undersigned has furnished the Administrative Agent and the Borrower agree as followsCompany with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN OR W-8BEN-E from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title:

Appears in 2 contracts

Samples: Bridge Credit Agreement (CDK Global Holdings, LLC), Bridge Credit Agreement (CDK Global Holdings, LLC)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Approved Electronic Platform shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D B FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”), promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower SOLVENCY CERTIFICATE [__________] This Solvency Certificate is being executed and delivered pursuant to Article II Section 4.01(e) of the Credit Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to time, the “Credit Agreement”)) dated as of December 23, 2016 among United Stationers Supply Co. Myriad Genetics, Inc. (the “BorrowerCompany”), United Stationers Inc., as a credit party, the financial institutions lenders party thereto from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”). Terms administrative agent and collateral agent; the terms defined in the Credit Agreement are therein being used herein as therein defined. I, [__________], the chief financial officer of the Company, solely in such capacity and not in an individual capacity, hereby certify that I am the chief financial officer of the Company and that I am generally familiar with the businesses and assets of the Company and its Restricted Subsidiaries (the “Designating Lender”taken as a whole), (I have made such other investigations and inquiries as I have deemed appropriate and I am duly authorized to execute this Solvency Certificate on behalf of the “Designated Lender”)Company pursuant to the Credit Agreement. I further certify, solely in my capacity as chief financial officer of the Company, and not in my individual capacity, as of the Borrower agree date hereof and after giving effect to the Transactions and the incurrence of the indebtedness and obligations being incurred in connection with the Credit Agreement and the Transactions on the date hereof, that: (i) the fair value of the assets of the Company and its Restricted Subsidiaries, taken as follows:a whole, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of the Company and its Restricted Subsidiaries, taken as a whole, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Company and its Restricted Subsidiaries, taken as a whole, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Company and its Restricted Subsidiaries, taken as a whole, will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted after the Effective Date.

Appears in 2 contracts

Samples: Credit Agreement (Myriad Genetics Inc), Credit Agreement (Myriad Genetics Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New YorkTexas. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US Exhibit A — Form of Assignment and Assumption EXHIBIT B TO AMENDED AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D RESTATED CREDIT AGREEMENT FORM OF PROMISSORY NOTE COMPLIANCE CERTIFICATE FOR THE PERIOD FROM , 20 UNITED STATIONERS SUPPLY CO.200__ TO , an Illinois corporation (the “Borrower”)200__ This certificate dated as of , promises to pay is prepared pursuant to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, Agreement dated as of July 5. 2007 (whichMarch 2, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2006 (as amended amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”) among MARINER ENERGY, INC., a Delaware corporation (the “Parent”), among United Stationers Supply Co. MARINER ENERGY RESOURCES, Inc., a Delaware corporation (“MER” and together with the Parent, collectively, the “Borrowers” and individually, a “Borrower”), United Stationers Inc., as a credit party, the financial institutions lenders party thereto from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase BankUNION BANK OF CALIFORNIA, N.A., as Administrative Agent administrative agent for such Lenders (in such capacity, the “Administrative Agent”)) and as issuing lender. Terms Unless otherwise defined in this certificate, capitalized terms that are defined in the Credit Agreement are used herein as therein definedshall have the meanings assigned to them by the Credit Agreement. Each of the undersigned hereby certifies (the “Designating Lender”)a) that no Default or Event of Default has occurred or is continuing, (b) that all of the “Designated Lender”)representations and warranties made by the Borrowers in the Credit Agreement and the other Loan Documents are true and correct in all material respects as if made on this date, except with respect to those representations and warranties that speak as of a certain date, which representations and warranties were true and correct as of such date, and (c) that (1) as of the Borrower agree date hereof with respect to Section I below, and (2) as followsof the last day of the previous fiscal quarter for Sections II and III below, the following statements, amounts, and calculations were true and correct:

Appears in 2 contracts

Samples: Credit Agreement (Mariner Energy Inc), Credit Agreement (Mariner Energy Resources, Inc.)

General Provisions. This Assignment Terms and Assumption shall be binding uponConditions of Purchase SUPPLIER additional documents and/or revised documents during the execution of the CONTRACT in order to adjust, and inure to the benefit ofclarify or complete a These General Purchasing Conditions (hereinafter, the parties hereto "GPC") govern any supply of goods and/or services as well as their associated documentation (hereinafter, the "SUPPLIES") agreed between Air Liquide Advanced Technologies, which has its registered office located at: 00, Xxxx x'Xxxxx - 00000 Xxxxx and their respective successors having a place of business located at 0 xxx Xxxxxxxxxxx, 00000 Xxxxxxxxx, Xxxxxx (hereinafter, "AL-aT") and assignsany company proposing or undertaking to sell such SUPPLIES (hereinafter, the “SUPPLIER"). This Assignment AL-aT and Assumption the SUPPLIER may be executed in any number of counterpartsdesignated individually as "Party” or collectively as the “Parties". The Parties acknowledge that the present GPC have been expressly reviewed and discussed during a negotiation phase. Accordingly, which together shall constitute one instrument. Delivery of an executed counterpart unless otherwise agreed by the Parties, acceptance by the SUPPLIER of a signature page of this Assignment and Assumption purchase order issued by telecopy shall be effective AL-aT as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”), promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in Article 3 of the Agreement. The Borrower present GPC (hereinafter, the "PURCHASE ORDER") shall pay be deemed to constitute an agreement by the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required SUPPLIER to be made under the terms of Article II of the Agreement. The Lender shall, bound by these GPC and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated any other agreed conditions as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 relevant PURCHASE ORDER (as amended or otherwise modified from time to timehereinafter, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “AgentPARTICULAR CONDITIONS”). Terms defined The following documents, listed in descending order of priority in case of conflict or discrepancies, constitute the Credit Agreement are used herein as therein defined. entire agreement of the Parties (hereinafter, the “Designating LenderCONTRACT): ● The PURCHASE ORDER, including any applicable documentations referred therein and PARTICULAR CONDITIONS; ● The present GPC; ● The SUPPLIER’s offer (exclusive of SUPPLIER’s general sales conditions referred or included therein, if any), (the “Designated Lender”), and the Borrower agree as follows:.

Appears in 2 contracts

Samples: advancedtech.airliquide.com, advancedtech.airliquide.com

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance acceptance with, the internal law laws of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule York applicable to contracts made and to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) performed wholly within such State. EXHIBIT D K - FORM OF PROMISSORY NOTE SUPPLEMENT SUPPLEMENT Dated __________ __, 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”), promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT 20___ Reference is made to the Second Amended and Restated Five-Year that certain Revolving Credit Agreement, Agreement dated as of July 5January 25, 2007 2008 (as amended or otherwise modified from time to time, the “Credit Agreement”)) among Xxxxxxx X. Xxxxxxxxx & Co., among United Stationers Supply Co. LLC, a Delaware limited liability company (the “Borrower”), United Stationers Inc.AllianceBernstein L.P., as a credit partyDelaware limited partnership, the financial institutions from time to time party Banks parties thereto as lenders (the “LendersBanks”), and JPMorgan Chase BankCitibank, N.A., as Administrative Agent (the “Administrative Agent”). Terms Unless otherwise defined herein, capitalized terms used in this Supplement have the meanings ascribed thereto in the Credit Agreement are used herein as therein definedAgreement. Pursuant to Section 2.5(b) of the Credit Agreement, the Borrower has requested an increase in the Total Commitment from $__________ to $__________. Such increase in the Total Commitment is to become effective on the date (the “Designating LenderEffective Date)) which is the later of (i) __________ __, 20___ and (ii) the date on which the conditions set forth in Section 2.5(b) in respect of such increase have been satisfied. In connection with such requested increase in the Total Commitment, the Borrower, the Administrative Agent and __________ (the “Designated LenderAccepting Bank), and the Borrower ) hereby agree as follows:

Appears in 2 contracts

Samples: Revolving Credit Agreement (Alliancebernstein Holding L.P.), Revolving Credit Agreement (Alliancebernstein L.P.)

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the internal law laws of the State of New YorkGeorgia. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) CHAR1\936505v2 Exhibit C EXHIBIT D FORM OF PROMISSORY NOTE SUBSIDIARY GUARANTY AGREEMENT THIS SUBSIDIARY GUARANTY AGREEMENT, 20 UNITED STATIONERS SUPPLY CO.dated as of February 28, an Illinois 2007 (the “Subsidiary Guaranty Agreement”) among each of the Subsidiaries (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of Ruby Tuesday, Inc., a Georgia corporation (the “Borrower”)) from time to time parties hereto, promises to pay to the order and, Bank of or its registered assigns America, N.A., a national banking association as administrative agent (the “LenderAdministrative Agent”) for the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement Lenders (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth defined in the AgreementCredit Agreement referred to below). The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, Agreement dated as of July 5February 28, 2007 (as amended amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the Borrower”), United Stationers Inc., as a credit party, the financial institutions lenders from time to time party thereto as lenders (the “Lenders”), ) and JPMorgan Chase BankBank of America, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), swingline lender (in such capacity, the “Swingline Lender”) and issuing bank (in such capacity, the “Issuing Bank”). Terms Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement are used herein as therein definedAgreement. (The Lenders have agreed to make Loans to the “Designating Lender”), (the “Designated Lender”)Borrower, and the Issuing Bank has agreed to issue Letters of Credit for the account of the Borrower, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. Each of the Guarantors is a direct or indirect wholly-owned Subsidiary of the Borrower and acknowledges that it will derive substantial benefit from the making of the Loans by the Lenders, and the issuance of the Letters of Credit by the Issuing Bank. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned on, among other things, the execution and delivery by the Guarantors of this Subsidiary Guaranty Agreement. As consideration therefor and in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit, the Guarantors are willing to execute this Subsidiary Guaranty Agreement. Accordingly, the parties hereto agree as follows:

Appears in 2 contracts

Samples: Subsidiary Guaranty Agreement (Ruby Tuesday Inc), Subsidiary Guaranty Agreement (Ruby Tuesday Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery 2 The concept of “Foreign Lender” should be conformed to the section in the Credit Agreement governing Taxes. Acceptance of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE EXHIBIT B COMPLIANCE CERTIFICATE Date: To: The Lenders parties to the Credit Agreement Described Below This Compliance Certificate is furnished pursuant to that certain Credit Agreement dated as of December 19, 2014 (Schedule as amended, modified, renewed or extended from time to be supplied by Closing Unit or Trading Documentation Unittime, the “Agreement”) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE among A.S.V., 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation Inc. (the “Borrower”), promises to pay to the order of or its registered assigns (other Loan Parties, the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, IllinoisLenders party thereto and XXXXXXXX LOAN AGENCY SERVICES LLC, as Administrative Agent (for the “Agent”)Lenders. Unless otherwise defined herein, together with interest on capitalized terms used in this Compliance Certificate have the unpaid principal amount hereof at the rates and on the dates set forth meanings ascribed thereto in the Agreement. The Borrower shall pay In the principal event of any conflict between the calculations required under this certificate and accrued and unpaid interest on those required under the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under Agreement, the terms of Article II of the AgreementAgreement shall control. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as followsTHE UNDERSIGNED HEREBY CERTIFIES THAT:

Appears in 2 contracts

Samples: Credit Agreement (A.S.V., LLC), Credit Agreement (Manitex International, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number counterparts (and by different parties hereto on different counterparts), each of counterpartswhich shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY I Form of Intercompany Note INTERCOMPANY NOTE __________, 20 UNITED STATIONERS SUPPLY CO.____ FOR VALUE RECEIVED, an Illinois corporation [NAME of PAYER] (the “BorrowerPayer”), hereby promises to pay on demand to the order of __________ or its registered assigns (the “LenderPayee) ), in lawful money of __________ in immediately available funds, at such location as the aggregate Payee shall from time to time designate, the unpaid principal amount of all Loans loans and advances made by the Lender Payee to the Borrower pursuant Payer. The Payer promises also to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with pay interest on the unpaid principal amount hereof in like money at said office from the rates date hereof until paid at such rate per annum as shall be agreed upon from time to time by the Payer and on Payee. Upon the dates set forth in commencement of any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar proceeding of any jurisdiction relating to the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practicePayer, the date unpaid principal amount hereof shall become immediately due and amount payable without presentment, demand, protest or notice of each Loan and the date and amount of each principal payment hereunderany kind in connection with this Note. This Note is one of the Intercompany Notes issued pursuant to, and is entitled referred to in the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (whichNovember 28, 2001, as it may be amended or modified and in effect restated as of April 10, 2002, as further amended and restated as of December 22, 2005, among Compass Minerals International, Inc. (formerly known as Salt Holdings Corporation), Compass Minerals Group, Inc., Sifto Canada Corp., Salt Union Limited, the lenders from time to timetime party thereto and JPMorgan Chase Bank, is herein called the “Agreement”), among the Borrower, United Stationers Inc.N.A., as a credit party, the lenders party thereto, including the Lender, and the Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”), among United Stationers Supply Co. () and is subject to the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”)terms thereof, and JPMorgan Chase Bank, N.A., shall be pledged by the Payee pursuant to the US Collateral and Guaranty Agreement or the applicable Foreign Pledge Agreement (each as Administrative Agent (the “Agent”). Terms defined in the Credit Agreement). The Payer hereby acknowledges and agrees that the Collateral Agent (as defined in the US Collateral and Guaranty Agreement are used or the applicable Foreign Pledge Agreement) may, pursuant to such agreement as in effect from time to time, exercise all rights provided therein with respect to this Note].7 This Note, and all of the Payer’s obligations hereunder, shall be subordinate and junior to all Senior Indebtedness (as defined in Section 1.07 of Annex A hereto) on the terms and conditions set forth in Annex A hereto, which Annex A is incorporated herein by reference and made a part hereof as therein defined. if set forth herein in its entirety.8 The Payee is hereby authorized to record all loans and advances made by it to the Payer (the “Designating Lender”), (the “Designated Lender”all of which shall be evidenced by this Note), and all repayments or prepayments thereof in books and records, such books and records constituting prima facie evidence of the Borrower agree as follows:accuracy of the information contained therein. _______________________ 1 Insert in each Intercompany Note held by a Credit Party.

Appears in 2 contracts

Samples: Lease Agreement (Compass Minerals International Inc), Lease Agreement (Compass Minerals International Inc)

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the internal law laws of the State of New YorkTexas. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D B FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”), promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. COMPLIANCE CERTIFICATE [For Fiscal Quarter Ended ] [For Fiscal Year Ended ] This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, certificate dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured prepared pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, Agreement dated as of July 5September 9, 2007 2014 (as amended amended, supplemented or otherwise modified from time to time, the “Credit Agreement”)) among QES Holdco LLC, among United Stationers Supply Co. a Delaware limited liability company (together with its permitted successors and assigns, the “Borrower”), United Stationers Inc.certain subsidiaries of the Borrower, as a credit partyguarantors, the financial institutions from time to time lenders party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A.Amegy Bank National Association, as Administrative Agent for such Lenders (in such capacity, the “Administrative Agent”), Issuing Bank, and Swing Line Lender. Terms Unless otherwise defined in this certificate, capitalized terms that are defined in the Credit Agreement are used herein as therein definedshall have the meanings assigned to them by the Credit Agreement. The Borrower hereby certifies (the “Designating Lender”)a) that no Default or Event of Default has occurred or is continuing, (b) that all of the “Designated Lender”)representations and warranties made by each of the Loan Parties in the Credit Agreement and the other Loan Documents are true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, as if made on the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date, and (c) that as of the Borrower agree as followsdate hereof, the following amounts and calculations were true and correct:

Appears in 2 contracts

Samples: Credit Agreement (Quintana Energy Services Inc.), Credit Agreement (Quintana Energy Services Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D F FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation CONSENT TO ASSIGNMENT ----------------------------- The undersigned (the “Borrower”"COUNTERPARTY") acknowledges that [_________________], a [_____________] ("DEBTOR"), promises to pay for the purpose of securing obligations of the Debtor incurred pursuant to the order Credit Agreement hereinafter referenced, has collaterally assigned or may in the future collaterally assign to Wachovia Bank, National Association, as administrative agent (together with its successors and assigns in such capacity, the "ADMINISTRATIVE AGENT"), for the benefit of or its registered assigns (the “Lender”) the aggregate unpaid principal amount Lenders referenced above, all of all Loans made by the Lender such Debtor's right, title, interest, claim, and demand in, under, and to the Borrower pursuant to Article II of the Agreement Assigned Agreements (as hereinafter such term is herein defined), and all accounts and general intangibles consisting of, relating to or otherwise arising out of such Debtor's right, title, interest, claim, and demand in immediately available funds at and to all of such Debtor's rights to payment of every kind under and by virtue of the main office Assigned Agreements (defined below). The Counterparty further acknowledges that the rights and interests of JPMorgan Chase Bank, N.A. in Chicago, Illinoisthe Debtor to receive proceeds under the Assigned Agreements, as Administrative Agent (the “Agent”)applicable, together with interest on any security interests securing the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shallpayment thereof, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled have been pledged to the benefits of, Administrative Agent as collateral for the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 Indebtedness (as amended or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”). Terms defined in the Credit Agreement are used herein Agreement) under the Credit Agreement, for the benefit of the Lenders. As a condition to the Lenders extending credit as therein defined. (contemplated by the “Designating Lender”)Credit Agreement, (the “Designated Lender”), Administrative Agent and the Borrower agree Lenders have required the execution and delivery of this Consent to Assignment (this "CONSENT"). Accordingly, each of the undersigned agrees as follows:

Appears in 2 contracts

Samples: Revolving Credit and Term Loan Agreement (Atlas Pipeline Partners Lp), Revolving Credit and Term Loan Agreement (Atlas Pipeline Holdings, L.P.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption and the rights and obligations of the parties under this Assignment and Assumption shall be governed by, and construed and interpreted in accordance with, the internal law of the State of New YorkYork without regard to principles of conflicts of laws to the extent that the same are not mandatorily applicable by statute and the application of the laws of another jurisdiction would be required thereby. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D E-1 FORM OF PROMISSORY NOTE LEGAL OPINION OF DEBEVOISE & XXXXXXXX LLP EXHIBIT E-2 FORM OF LEGAL OPINION OF MORRIS, 20 UNITED STATIONERS SUPPLY CO.NICHOLS, an Illinois corporation (the “Borrower”), promises to pay ARSHT & XXXXXXX LLP EXHIBIT F FORM OF EXEMPTION CERTIFICATE Reference is made to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Mezzanine Credit Agreement, dated as of July 5. 2007 (which31, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2008 (as amended amended, restated, supplemented or otherwise modified from time to time, the “Mezzanine Credit Agreement”), among United Stationers Supply Co. Explorer Investor Corporation, a Delaware corporation, Explorer Merger Sub Corporation, a Delaware corporation, Booz Xxxxx Xxxxxxxx Inc., a Delaware corporation (the “Borrower”), United Stationers Inc., as a credit party, the several banks and other financial institutions or entities from time to time party thereto as lenders (the “Lenders”)parties thereto, and JPMorgan Chase Bank, N.A.Credit Suisse, as Administrative Agent (in such capacity, the “Administrative Agent”)) and Credit Suisse Securities (USA) LLC, Banc of America Securities LLC and Xxxxxx Brothers Inc., as Joint Lead Arrangers and Joint Bookrunners. Terms Unless otherwise defined herein, terms defined in the Mezzanine Credit Agreement are and used herein as therein definedshall have the meanings given to them in the Mezzanine Credit Agreement. (the “Designating Non-US Lender”), () is providing this certificate pursuant to Section 2.10(d) of the “Designated Lender”), Mezzanine Credit Agreement. The Non-US Lender hereby represents and the Borrower agree as followswarrants that:

Appears in 2 contracts

Samples: Guarantee Agreement (Booz Allen Hamilton Holding Corp), Mezzanine Credit Agreement (Booz Allen Hamilton Holding Corp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) Form of Assignment and Assumption EXHIBIT D F FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation GUARANTY See attached. Form of Guaranty AMENDED AND RESTATED GUARANTY AGREEMENT THIS AMENDED AND RESTATED GUARANTY AGREEMENT (the this BorrowerGuaranty Agreement”), promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 May 24, 2007, is made by EACH OF THE UNDERSIGNED AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A GUARANTY JOINDER AGREEMENT (whicheach a “Guarantor” and collectively the “Guarantors”) in favor of BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States, as it may be amended or modified and administrative agent (in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to timesuch capacity, the “Credit AgreementAdministrative Agent), among United Stationers Supply Co. () for each of the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as collectively with the Administrative Agent (and other Persons party to Related Credit Arrangements as more particularly described in Section 19 hereof, the “AgentSecured Parties) now or hereafter party to the Credit Agreement (as defined below). Terms All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Mueller Water Products, Inc.), Assignment and Assumption (Mueller Water Products, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure Subject to the benefit limitations of Section 9.10, in the event of a Tag-Along Sale, all of the participating Tag-Along Members and, in the event of a Drag-Along Sale, all of the Subject Parties, shall (i) take such actions as may be reasonably requested by the Seller or Dragging Member in connection with consummating the Tag-Along Sale or the Drag-Along Sale, as the case may be, (ii) vote in favor of, consent to and raise no objections against the parties hereto and their respective successors and assigns. This Assignment and Assumption Tag-Along Sale or the Drag-Along Sale, as the case may be executed in any number of counterpartsbe, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, or the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”), promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower process pursuant to Article II which the Tag-Along Sale or the Drag-Along Sale, as the case may be, was arranged, (iii) waive any dissenter’s, appraisal and other similar rights, (iv) if the Tag-Along Sale or the Drag-Along Sale, as the case may be, is structured as a merger or a sale of the Agreement (as hereinafter defined)Units, in immediately available funds agree to sell such Member’s Units at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates price and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Noteof the Tag-Along Sale or the Drag-Along Sale, including as the terms case may be, (v) execute and conditions under which this Note deliver such documents as may be prepaid reasonably requested by the Seller or its maturity date accelerated. This Note is secured pursuant the Dragging Member in connection with any Tag-Along Sale or the Drag-Along Sale, as the case may be, including, without limitation, written consents of Members, proxies, letters of transmittal, purchase agreements and Unit Transfer powers, in each case consistent with the certificates and documentation being delivered by the Seller or the Dragging Member, as the case may be, provided that each of the participating Tag-Along Members or the Subject Parties, as applicable, shall be required to make several (and not joint and several) representations and warranties only as to ownership, authorization, no liens and encumbrances and non-contravention (vi) indemnify the transferee(s) upon the same terms as are applicable to the Collateral Documents Seller or the Dragging Member, as the case may be, but only so long as all indemnification obligations made to any party (including any seller representative, if any) are several, not joint and guaranteed pursuant several, in proportion to the Guarantyconsideration paid to each and the maximum indemnification obligation of any Tag-Along Member or other Subject Party shall not exceed the amount of the cash proceeds actually received by such Person in such Tag-Along Sale or Drag-Along Sale, and (vii) at the closing of such Tag-Along Sale or the Drag-Along Sale, as the case may be, the participating Tag-Along Members or other Subject Parties shall deliver certificates for all Units to be sold, exchanged or otherwise Transferred by such Persons, duly endorsed for Transfer or termination, to the purchaser against delivery of the appropriate purchase price. Notwithstanding anything to the contrary contained in this Section 9.10, if the Seller or the Dragging Member agrees to escrow any amount of proceeds resulting from a Tag-Along Sale or the Drag-Along Sale, as the case may be, or to accept indebtedness or other securities, then each Tag-Along Member or Subject Party shall be required to escrow a pro rata amount of its proceeds from such Tag-Along Sale or the Drag-Along Sale, as the case may be, or accept such indebtedness or other securities on the same terms as are applicable to the Seller or the Dragging Member. If the Seller or the Dragging Member is given an option as to the form and amount of consideration to be received, then, in the event of a Tag-Along Sale, all as more specifically described of the participating Tag-Along Members and, in the Agreementevent of a Drag-Along Sale, all of the Subject Parties, shall be given the same option. Further, and reference is made thereto for a statement of notwithstanding anything to the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them contrary contained in the Agreement. This Note this Section 9.10 no Class B Member shall be governed by, and construed obligated to provide non-competition covenants in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY COany Tag-Along Sale or Drag-Along Sale., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Q2Earth Inc.), Limited Liability Company Agreement (Q2Earth Inc.)

General Provisions. This Affiliated Lender Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Affiliated Lender Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by telecopy facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the internal law laws of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE XXXXXXX X-0 [FORM OF] ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (Schedule to be supplied this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation and between [Insert name of Assignor] (the “BorrowerAssignor), promises to pay to the order ) and [Insert name of or its registered assigns Assignee] (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “AgentAssignee”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and but not otherwise defined herein are used with shall have the meanings attributed given to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I 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 Administrative 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 and (ii) to the extent permitted to be assigned under applicable Requirements of 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 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 “Borrower”), United Stationers Inc., rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “AgentAssigned Interest”). Terms defined in In the case where the Assigned Interest covers all of the Assignor’s rights and obligations under the Credit Agreement, the Assignor shall cease to be a party thereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03 of the Credit Agreement are used herein as therein definedwith respect to facts and circumstances occurring on or prior to the Effective Date and subject to its obligations hereunder and under Section 9.13 of the Credit Agreement. Such sale and assignment is (i) subject to acceptance and recording thereof in the “Designating Lender”)Register by the Administrative Agent pursuant to Section 9.05(b)(v) of the Credit Agreement, (ii) without recourse to the “Designated Lender”)Assignor and (iii) except as expressly provided in this Assignment and Assumption, and without representation or warranty by the Borrower agree as follows:Assignor.

Appears in 2 contracts

Samples: Assignment and Assumption (Claros Mortgage Trust, Inc.), Assignment and Assumption (Claros Mortgage Trust, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other means of electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed byTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the internal law of the State of New YorkTHE LAW OF THE STATE OF NEW YORK. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D XXXXXXX X-0 FORM OF PROMISSORY NOTE BORROWING REQUEST Xxxxxxx Xxxxx Bank USA, 20 UNITED STATIONERS SUPPLY CO.as Administrative Agent for the Lenders party to the Credit Agreement referred to below [Date] Ladies and Gentlemen: The undersigned, an Illinois corporation Square, Inc. (the “Borrower”), promises to pay refers to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (whichMay 1, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2020 (as amended, restated, amended or otherwise modified and restated, modified, extended and/or supplemented from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), among United Stationers Supply Co. (the Borrower”), United Stationers Inc., as a credit party, the financial institutions lenders from time to time party thereto as lenders (each a “Lender” and collectively, the “Lenders”), ) and JPMorgan Chase Bank, N.A.you, as Administrative Agent for such Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.03 of the Credit Agreement, that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “AgentProposed Borrowing). Terms defined in ) as required by Section 2.03 of the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as followsAgreement:

Appears in 2 contracts

Samples: Revolving Credit Agreement (Square, Inc.), Revolving Credit Agreement (Square, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by, and construed in accordance with, the internal law laws of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule York without regard to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (conflicts of principles of law that would require the “Borrower”), promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II application of the Agreement (as hereinafter defined), in immediately available funds at the main office laws of JPMorgan Chase Bank, N.A. in Chicago, Illinoisanother jurisdiction. EXHIBIT C [Form of] BORROWING REQUEST Royal Bank of Canada, as Administrative Agent (the “Agent”)[ADDRESS] Re: Norcraft Companies, together with interest on the unpaid principal amount hereof at the rates L.P. [Date] Ladies and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. ByGentlemen: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, Agreement dated as of July 5November 14, 2007 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)) among NORCRAFT COMPANIES, among United Stationers Supply Co. L.P., a Delaware limited partnership (the “Borrower”), United Stationers Inc.the Lenders (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I of the Credit Agreement), RBC CAPITAL MARKETS and KEYBANK NATIONAL ASSOCIATION, as a credit partyjoint lead arrangers and joint bookrunners (in such capacities, the financial institutions from time to time party thereto as lenders (individually, “Arranger” and collectively the “LendersArrangers”), and JPMorgan Chase Bank, N.A.ROYAL BANK OF CANADA, as administrative agent (in such capacity, “Administrative Agent (the “Agent”)) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties. Terms defined in Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement are used herein as therein defined. (that it requests a Borrowing under the “Designating Lender”), (the “Designated Lender”)Credit Agreement, and in that connection sets forth below the Borrower agree as followsterms on which such Borrowing is requested to be made:

Appears in 2 contracts

Samples: Credit Agreement (Norcraft Companies, Inc.), Credit Agreement (Norcraft Companies Lp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assignsassigns permitted under the Credit Agreement. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy telecopy, email or other electronic method of transmission shall be as effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D B FORM OF PROMISSORY NOTE BORROWING BASE CERTIFICATE Monthly accounting period ended _______________, 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”), promises 20__ Reference is made to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year that certain Senior Secured Revolving Credit Agreement, dated as of July 5. 2007 (whichNovember 17, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2023 (as amended amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among United Stationers Supply Co. AG Twin Brook Capital Income Fund, a Delaware statutory trust (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”)Lenders and Issuing Banks, and JPMorgan Chase Truist Bank, N.A., as the Administrative Agent (the “Agent”). Terms Capitalized terms used herein without definition are so used as defined in the Credit Agreement are used herein as therein definedAgreement. (the “Designating Lender”Pursuant to Section 4.02(c), (the “Designated Lender”5.01(d) or 5.01(e), as applicable, the undersigned, the _________________ of the Borrower, and as such a Financial Officer of the Borrower, hereby certifies in his or her official (and not personal) capacity, represents and warrants on behalf of the Borrower agree that (a) attached hereto as follows:Annex I is (i) a complete and correct list as of the end of the monthly accounting period ended ______________, 20__ of all Portfolio Investments included in the Collateral and (ii) a true and correct calculation of the Borrowing Base as of the end of such monthly accounting period determined in accordance with the requirements of the Credit Agreement, and (b) without limiting the generality of the foregoing, all Portfolio Investments included in the calculation of the Borrowing Base herein have been Delivered (as defined in, and to the extent required pursuant to the definition of “Deliver” and Section 7.01(a) of, Guarantee and Security Agreement) to the Collateral Agent.

Appears in 2 contracts

Samples: Joinder Agreement (AG Twin Brook Capital Income Fund), Secured Revolving Credit Agreement (AG Twin Brook Capital Income Fund)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart Annex 1-1 of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law laws of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D L FORM OF PROMISSORY NOTE New York, 20 UNITED STATIONERS SUPPLY CO.New York $ [ ], an Illinois corporation 201[ ] FOR VALUE RECEIVED, the undersigned, KFN NR INVESTORS L.P., a Delaware limited partnership (the “Borrower”), hereby unconditionally promises to pay to the order of [Lender] or its registered assigns (the “Lender”), at the Administrative Agent’s Office or such other place as JPMORGAN CHASE BANK, N.A. (the “Administrative Agent”) shall have specified, in Dollars and in immediately available funds, in accordance with Section 5.3 of the Credit Agreement (as defined below; capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in Section 1 of the Credit Agreement) on the Maturity Date, the principal amount of [ ] US Dollars ($[ ]) or, if less, the aggregate unpaid principal amount of all Loans Loans, if any, made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), Credit Agreement. The Borrower further unconditionally promises to pay interest in immediately available funds like money at the main such office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof from time to time outstanding at the rates per annum and on the dates set forth specified in Section 2.8 of the Credit Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Promissory Note is one of the Notes issued pursuant to, and is entitled promissory notes referred to in Section 13.6 of the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (whichOctober 29, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2010 (as amended, replaced, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions lenders from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase BankJPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent and Letter of Credit Issuer (such terms and each other capitalized term used but not defined herein having the “Agent”meaning provided in Section 1 of the Credit Agreement). Terms defined This Promissory Note is subject to, and the Lender is entitled to the benefits of, the provisions of the Credit Agreement, and the Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Documents. The Loans evidenced hereby are subject to prepayment prior to the Maturity Date, in whole or in part, as provided in the Credit Agreement Agreement. All parties now and hereafter liable with respect to this Promissory Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive diligence, presentment, demand, protest and notice of any kind whatsoever in connection with this Promissory Note. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or the Lender, any right, remedy, power or privilege hereunder or under the Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. A waiver by the Administrative Agent or the Lender of any right, remedy, power or privilege hereunder or under any Credit Document on any one occasion shall not be construed as a bar to any right or remedy that the Administrative Agent or the Lender would otherwise have on any future occasion. The rights, remedies, powers and privileges herein provided are used herein cumulative, may be exercised singly or concurrently and are not exclusive of any rights, remedies, powers and privileges provided by law. All payments in respect of the principal of and interest on this Promissory Note shall be made to the Person recorded in the Register as therein defined. (the “Designating Lender”)holder of this Promissory Note, (as described more fully in Section 2.5 of the “Designated Lender”)Credit Agreement, and such Person shall be treated as the Borrower agree as follows:Lender hereunder for all purposes of the Credit Agreement. THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Appears in 2 contracts

Samples: Security Agreement (KKR Financial Holdings LLC), Credit Agreement (KKR Financial Holdings LLC)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. The words “execution,” “signed,” and “signature,” and words of like import, in or referring to this Assignment and Assumption shall include electronic signatures and/or the keeping of records in electronic form, which will be of the same legal effect, validity and enforceability as a manually executed signature and/or the use of a paper-based recordkeeping system, to the extent and as provided for in any applicable law, including UETA, E-SIGN, or any other state laws based on, or similar in effect to, such acts (and the Administrative Agent may rely on any such electronic signatures without further inquiry). This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule EXHIBIT B OPINION OF COUNSEL FOR THE BORROWER [_______], 2021 To the Lenders and the Administrative Agent Referred to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE Below c/o U.S. Bank National Association, 20 UNITED STATIONERS SUPPLY CO.as Administrative Agent Ladies and Gentlemen: We have acted as counsel for Nelnet, an Illinois Inc., a Nebraska corporation (the “Borrower”), promises to pay to in connection with the order Third Amended and Restated Credit Agreement dated as of or its registered assigns September 22, 2021 (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., the banks and other financial institutions identified therein as a credit party, the lenders party thereto, including the LenderLenders, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A.U.S. Bank National Association, as Administrative Agent (the “Agent”). Terms defined in the Credit Agreement are used herein with the same meanings. We have examined originals or copies, certified or otherwise identified to my/our satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as therein definedwe have deemed necessary or advisable for purposes of this opinion. In our examination, we have assumed the genuineness of the signatures of Persons signing the Credit Agreement, the authority of such Persons signing on behalf of the parties thereto (other than the “Designating Lender”), (the “Designated Lender”), Borrower) and the Borrower agree as followsdue authorization, execution and delivery of all documents by the parties thereto (other than the Borrower). Upon the basis of the foregoing, we are of the opinion that:

Appears in 2 contracts

Samples: Credit Agreement (Nelnet Inc), Credit Agreement (Nelnet Inc)

General Provisions. This Affiliated Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Affiliated Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Assignment and Assumption by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Affiliated Assignment and Assumption. This THIS AFFILIATED ASSIGNMENT AND ASSUMPTION AND ANY CLAIM, CONTROVERSY OR DISPUTE UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED IN CONTRACT (AT LAW OR IN EQUITY), TORT OR ANY OTHER THEORY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW. The Assignor acknowledges and agrees that in connection with this Affiliated Assignment and Assumption, (1) each of the Borrower and its Subsidiaries and the Administrative Agent may possess information regarding the Borrower and its Affiliates not known to the Assignor and that may be material to a decision by the Assignor to participate in the transactions contemplated by this Affiliated Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unitincluding material non-public information) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the Borrower”), promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating LenderExcluded Information”), (2) the “Designated Lender”)Assignor has independently and, without reliance on the Borrower or any of its Subsidiaries or Affiliates or the Administrative Agent or any other Agent Party, made its own analysis and determination to enter into this Affiliated Assignment and Assumption notwithstanding the Assignor’s lack of knowledge of the Excluded Information, (3) none of the Borrower or its Subsidiaries or Affiliates or the Administrative Agent or any other Agent Party shall have any liability to the Assignor, and the Assignor hereby waives and releases, to the extent permitted by law, any claims the Assignor may have against the Borrower agree as follows:and its Subsidiaries and Affiliates and the Administrative Agent and any other Agent Party, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information and (4) the Excluded Information may not be available to the Administrative Agent or the other Lenders. EXHIBIT B

Appears in 2 contracts

Samples: Security Agreement (Uber Technologies, Inc), Security Agreement (Uber Technologies, Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed byTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the internal law of the State of New YorkTHE LAW OF THE STATE OF NEW YORK. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D B FORM OF PROMISSORY NOTE AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT [Attached] EXECUTION VERSION SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, 20 UNITED STATIONERS SUPPLY CO.dated as of December 31, an Illinois 2018 between Dex Media Holdings, Inc., a Delaware corporation (“Holdings”), Dex Media, Inc., a Delaware corporation (the “Borrower”)) and each entity, promises to pay to the order of or its registered assigns if any, that becomes a “Subsidiary Guarantor” hereunder as contemplated by Section 7.12 (individually, a “Subsidiary Guarantor” and, collectively, the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”)Subsidiary Guarantors” and, together with interest on Holdings, collectively, the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall“Guarantors”, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance Guarantors together with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to timecollectively, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “LendersObligors”), and JPMorgan Chase BankWilmington Trust, N.A.National Association, as Administrative Agent administrative agent for the parties defined as “Lenders” under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:.

Appears in 2 contracts

Samples: Credit Agreement (Thryv Holdings, Inc.), Credit Agreement (Thryv Holdings, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assignsassigns permitted pursuant to the Credit Agreement. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy fax or other electronic delivery shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D TO CREDIT AGREEMENT FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO.FOR VALUE RECEIVED, an Illinois corporation the undersigned, a Delaware limited partnership (the “Borrower”), hereby promises to pay to the order of or its registered assigns (the “Lender”) ), in accordance with the aggregate unpaid provisions of the Credit Agreement (as hereinafter defined), the principal amount of all Loans each Loan (other than Swingline Loans) from time to time made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving that certain Credit Agreement, dated as of July 5. 2007 (whichNovember 25, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2014 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among United Stationers Supply Co. (the Borrower”), United Stationers Inc., as a credit party, the financial institutions Lenders from time to time party thereto as lenders (the “Lenders”)thereto, and JPMorgan Chase HSBC Bank USA, National Association, as the Administrative Agent, the Collateral Agent, a Swingline Lender and an Issuing Bank, N.A.and each other Issuing Bank from time to time party thereto. The Borrower promises to pay interest on the unpaid principal amount of each Loan (other than Swingline Loans) 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 Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the ratable 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 “Agent”)per annum rate set forth in Section 2.8(c) of the Credit Agreement. Terms defined This Note is subject to mandatory prepayments and to voluntary prepayments and to all other terms and conditions as provided in the Credit Agreement. This Note is one of the promissory notes referred to in the Credit Agreement and is entitled to the benefits thereof. This Note is also entitled to the benefits of the other Credit Documents and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit 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 Credit Agreement. Loans (other than Swingline Loans) made by the Lender shall be evidenced by an account or accounts maintained by the Lender and by the Register and subaccounts maintained by the Administrative Agent in accordance with the Credit Agreement. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans (other than Swingline 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. No failure to exercise and no delay in exercising, on the part of the Administrative Agent, any right, remedy, power or privilege hereunder or under the Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. A waiver by the Administrative Agent of any right, remedy, power or privilege hereunder or under any Credit Document on any one occasion shall not be construed as a bar to any right or remedy that the Administrative Agent would otherwise have on any future occasion. The rights, remedies, powers and privileges herein provided are used herein as therein definedcumulative, may be exercised singly or concurrently and are not exclusive of any rights, remedies, powers and privileges provided by law. (the “Designating Lender”)THIS NOTE SHALL BE GOVERNED BY, (the “Designated Lender”)AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, and the Borrower agree as follows:THE LAWS OF THE STATE OF NEW YORK.

Appears in 2 contracts

Samples: Credit Agreement (Vine Resources Inc.), Credit Agreement (Vine Resources Inc.)

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance, and the rights and obligations of the parties hereunder, shall be governed by, and construed and interpreted in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NONANNEX 1-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D 2 TO THE CREDIT AGREEMENT FORM OF PROMISSORY NOTE (REVOLVING CREDIT LOANS) $ New York, New York [ , 20 UNITED STATIONERS SUPPLY CO.] FOR VALUE RECEIVED, an Illinois corporation the undersigned, TEX Operations Company LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally promises to pay to the order of [Revolving Credit Lender] or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of (a) [AMOUNT] [($[ ])], or, if less, (b) the aggregate unpaid principal amount amount, if any, of all Revolving Credit Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving that certain Credit Agreement, dated as of July 5. 2007 October 3, 2016 (which, as it the same may be amended, restated, amended or modified and in effect from time to timerestated, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended supplemented or otherwise modified modified, refinanced or replaced from time to time, the “Credit Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement), among United Stationers Supply Co. TEX Intermediate Company LLC, a Delaware limited liability company, the Borrower, the Lenders and Letter of Credit Issuers party thereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, and the other parties named therein. The Borrower hereby further promises to pay interest on the unpaid principal amount of the Revolving Credit Loan made by the Lender 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 Credit 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 or such other place as the Administrative Agent shall have specified. 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) at the Default Rate. The Revolving Credit Loans evidenced hereby are subject to prepayment prior to the Maturity Date, in whole or in part, as provided in the Credit Agreement. This promissory note (this “Promissory Note”) is one of the promissory notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. The Revolving Credit Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Documents. The Borrower, for itself, its successors and assigns, hereby waives presentment, protest, demand and notice of any kind whatsoever in connection with this Promissory Note. All payments in respect of the principal of and interest on this Promissory Note shall be made to the Person recorded in the Register as the holder of this Promissory Note, as described more fully in Section 2.5(e) of the Credit Agreement, and such Person shall be treated as the Revolving Credit Lender hereunder for all purposes of the Credit Agreement. THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. TEX OPERATIONS COMPANY LLC By: Name: Title: [Signature Page to Promissory Note (Revolving Credit Loans)] LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Revolving Credit Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT K-2 TO THE CREDIT AGREEMENT FORM OF PROMISSORY NOTE (TERM LOANS) $ New York, New York [ , 20 ] FOR VALUE RECEIVED, the undersigned, TEX Operations Company LLC, a Delaware limited liability company (the “Borrower”), United Stationers Inc.hereby unconditionally promises to pay to [Term Loan Lender] or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as a credit partyhereinafter defined), the financial institutions principal amount of (a) [AMOUNT] [($[ ])], or, if less, (b) the aggregate unpaid principal amount, if any, of Term Loans made by the Lender to the Borrower under that certain Credit Agreement, dated as of October 3, 2016 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified, refinanced or replaced from time to time time, the “Credit Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement), among TEX Intermediate Company LLC, a Delaware limited liability company, the Borrower, the Lenders and Letter of Credit Issuers party thereto from time to time, Deutsche Bank AG New York Branch, as lenders Administrative Agent and Collateral Agent, and the other parties named therein. The Borrower hereby further promises to pay interest on the unpaid principal amount of the Term Loan made by the Lender 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 Credit 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 or such other place as the Administrative Agent shall have specified. 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) at the Default Rate. The Term Loans evidenced hereby are subject to prepayment prior to the Maturity Date, in whole or in part, as provided in the Credit Agreement. This promissory note (this “Promissory Note”) is one of the promissory notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. The Term Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Documents. The Borrower, for itself, its successors and assigns, hereby waives presentment, protest, demand and notice of any kind whatsoever in connection with of this Promissory Note. All payments in respect of the principal of and interest on this Promissory Note shall be made to the Person recorded in the Register as the holder of this Promissory Note, as described more fully in Section 2.5(e) of the Credit Agreement, and such Person shall be treated as the Term Loan Lender hereunder for all purposes of the Credit Agreement. THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. [Signature page follows] TEX OPERATIONS COMPANY LLC By: Name: Title: [Signature Page to Promissory Note (Term Loans)] LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Term Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT K-3 TO THE CREDIT AGREEMENT FORM OF PROMISSORY NOTE (TERM C LOANS) $ New York, New York [ , 20 ] FOR VALUE RECEIVED, the undersigned, TEX Operations Company LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally promises to pay to [Term C Loan Lender] or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of (a) [AMOUNT] [($[ ])], or, if less, (b) the aggregate unpaid principal amount, if any, of Term C Loans made by the Lender to the Borrower under that certain Credit Agreement, dated as of October 3, 2016 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement), among TEX Intermediate Company LLC, a Delaware limited liability company, the Borrower, the Lenders and Letter of Credit Issuers party thereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, and the other parties named therein. The Borrower hereby further promises to pay interest on the unpaid principal amount of the Term C Loan made by the Lender 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 Credit 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 or such other place as the Administrative Agent shall have specified. 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) at the Default Rate. The Term C Loans evidenced hereby are subject to prepayment prior to the Maturity Date, in whole or in part, as provided in the Credit Agreement This promissory note (this “Promissory Note”) is one of the promissory notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. The Term C Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Documents. The Borrower, for itself, its successors and assigns, hereby waives presentment, protest, demand and notice of any kind whatsoever in connection with this Promissory Note. All payments in respect of the principal of and interest on this Promissory Note shall be made to the Person recorded in the Register as the holder of this Promissory Note, as described more fully in Section 2.5(e) of the Credit Agreement, and such Person shall be treated as the Term C Loan Lender hereunder for all purposes of the Credit Agreement. THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. [Signature page follows] TEX OPERATIONS COMPANY LLC By: Name: Title: [Signature Page to Promissory Note (Term C Loans)] LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Term C Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT L TO THE CREDIT AGREEMENT FORM OF INCREMENTAL AMENDMENT INCREMENTAL AMENDMENT, dated as of [ , 20 ] (this “Agreement”), by and among [LENDERS PROVIDING NEW LOANS] (each, a “New Loan Lender” and, collectively, the “New Loan Lenders”), TEX Operations Company LLC, a Delaware limited liability company (the “Borrower”) and JPMorgan Chase Bank, N.A.Deutsche Bank AG New York Branch, as Administrative Agent (the “and as Collateral Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:.

Appears in 2 contracts

Samples: Junior Lien Intercreditor Agreement (Vistra Energy Corp), Junior Lien Intercreditor Agreement (Energy Future Competitive Holdings Co LLC)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic method of transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D H FORM OF PROMISSORY NOTE GUARANTY AGREEMENT THIS GUARANTY AGREEMENT dated as of June 21, 20 UNITED STATIONERS SUPPLY CO.2011 is executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, an Illinois corporation (together with such other Persons each a “Guarantor” and collectively, the “Borrower”), promises to pay to the order of or its registered assigns (the “LenderGuarantors”) the aggregate unpaid principal amount in favor of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined)XXXXX FARGO BANK, NATIONAL ASSOCIATION, in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, its capacity as Administrative Agent (the “Administrative Agent”), together with interest on ) for the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made Lenders under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving that certain Credit Agreement, Agreement dated as of July 5. 2007 (whichJune 21, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2011 (as amended amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement), by and among United Stationers Supply Co. AmeriGas Propane, L.P., a Delaware limited partnership (the “Borrower”), United Stationers AmeriGas Propane, Inc., as a credit partyPennsylvania corporation (the “General Partner”), the financial institutions from time to time party thereto as lenders and their assignees under Section 14.10 thereof (the “Lenders”), and JPMorgan Chase Bank, N.A., as the Administrative Agent (the “Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:other parties thereto, for its benefit and the benefit of the Lenders, the Swingline Lender, the Issuing Lender and any Affiliate of a Lender or any other Person to whom Obligations are owed from time to time (the Administrative Agent, the Lenders, the Swingline Lender, the Issuing Lender, such Affiliates and such other Persons each individually a “Guarantied Party” and collectively, the “Guarantied Parties”).

Appears in 2 contracts

Samples: Credit Agreement (Amerigas Partners Lp), Guaranty Agreement (Amerigas Partners Lp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New YorkNorth Carolina. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D [FORM OF PROMISSORY NOTE OF] SUBSIDIARY GUARANTY AGREEMENT SUBSIDIARY GUARANTEE AGREEMENT dated as of August 3, 20 UNITED STATIONERS SUPPLY CO2007, among each of the Subsidiaries listed on Schedule I hereto (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of WATSCO, INC., an Illinois a Florida corporation (the “Borrower”), promises to pay to the order of or its registered assigns and BANK OF AMERICA, N.A., as administrative agent (the “LenderAdministrative Agent”) for the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement Lenders (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth defined in the AgreementCredit Agreement referred to below). The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, Agreement dated as of July 5August 3, 2007 (as amended amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the Borrower”), United Stationers Inc., as a credit party, the financial institutions lenders from time to time party thereto as lenders (the “Lenders”), ) and JPMorgan Chase BankBank of America, N.A., as Administrative Agent for the Lenders, swingline lender and issuing bank (in such capacity, the “AgentIssuing Bank”). Terms Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement are used herein as therein definedAgreement. (The Lenders have agreed to make Loans to the “Designating Lender”), (the “Designated Lender”)Borrower, and the Issuing Bank has agreed to issue Letters of Credit for the account of the Borrower, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. Each of the Guarantors is a direct or indirect Subsidiary of the Borrower and acknowledges that it will derive substantial benefit from the making of the Loans by the Lenders, and the issuance of the Letters of Credit by the Issuing Bank. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned on, among other things, the execution and delivery by the Guarantors of a Subsidiary Guarantee Agreement in the form hereof. As consideration therefor and in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit, the Guarantors are willing to execute this Subsidiary Guarantee Agreement. Accordingly, the parties hereto agree as follows:

Appears in 2 contracts

Samples: Revolving Credit Agreement (Watsco Inc), Revolving Credit Agreement (Watsco Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New YorkIllinois. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US U.S. LENDER TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE B JOINDER AGREEMENT THIS JOINDER AGREEMENT (this "Agreement"), 20 UNITED STATIONERS SUPPLY CO.dated as of ________ __, an Illinois corporation 20__, is entered into among _______________, a ___________________ (the "New Foreign Subsidiary Borrower”)") and JPMORGAN CHASE BANK, promises to pay to the order of or N.A., in its registered assigns capacity as administrative agent (the “Lender”"Agent") the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second that certain Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 August 12, 2010, among Modine Manufacturing Company (whichthe "Borrower"), the Foreign Subsidiary Borrowers party thereto, the Lenders party thereto and the Agent (as it the same may be amended amended, modified, extended or modified and in effect restated from time to time, is herein called the "Credit Agreement"), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized All capitalized terms used herein and not otherwise defined herein are used with shall have the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”). Terms defined set forth in the Credit Agreement are used herein as therein definedAgreement. (the “Designating Lender”), (the “Designated Lender”), The New Foreign Subsidiary Borrower and the Borrower Agent, for the benefit of the Lenders, hereby agree as follows:

Appears in 1 contract

Samples: Credit Agreement and Waiver (Modine Manufacturing Co)

General Provisions. CLAUSE NINETEEN — This Assignment AGREEMENT is attributed the value of seventy-six million, six hundred and Assumption shall be binding upon, ninety thousand seven hundred and inure thirty-five reais and [illegible] cents (R$76,690,735) corresponding to the benefit of, product from the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed quantity of CONTRACTED POWER WITH INCENTIVES in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”), promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined)whole term hereof, in immediately available funds at MWh, according to Clause Five, for the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates Power Price set forth in Clause Seven. CLAUSE TWENTY — Possible suggestions for advancing or postponing the Agreementpayment by PURCHASER may be examined by SELLER, at its exclusive discretion, and the PARTIES will agree the financial terms for achieving the advances and postponements. The Borrower shall pay CLAUSE TWENTY-ONE — This AGREEMENT cannot be amended, and its clauses cannot be waived, except by means of written amendment executed by the principal PARTIES, subject to the clauses provided for in the applicable legislation. CLAUSE TWENTY-TWO — PURCHASER herein acknowledges and accepts that SELLER may freely commercialize the credits and other rights deriving from this AGREEMENT, CLAUSE TWENTY-THREE — No delay or acceptance by any of the PARTIES relative to the exercise of any right, power, privilege or resource contained herein may adversely affect such right, power, privilege or resource, nor will it be construed as waiver of the same or novation of the obligation(s). CLAUSE TWENTY-FOUR — Any notice or another communication from one PARTY to the other one about this AGREEMENT will be made in writing, in Portuguese and accrued may be delivered or sent by certified mail, email, fax, in any case against formal evidence of its effects, to the contacts mentioned below or to others that are indicated expressly in the future and unpaid interest will be considered received on the Loans date of their acknowledgment of receipt: By SELLER: Name: Cheng Gonk Vim Telephone: + (00 00) 0000-0000 Fax: + (00 00) 0000-0000 Email: xxxx@xxxxxxxxx.xxx By PURCHASER: Name: Xxxxx Xxxxxxx Telephone: + (00 00) 0000-0000 Fax: + (00 00) 0000-0000 Email: xxxxxxx@xxxxx.xxx.xx CLAUSE TWENTY-FIVE — Should any of the clauses herein be deemed illegal, invalid or unenforceable, the remaining provisions shall be not affected and shall remain in full effect. Under such hypothesis, the PARTIES undertake, as of now, to agree on a provision that replaces it and meets the Facility Termination Date purposes of the clause deemed illegal, invalid or unenforceable, maintaining, as much as possible, under all circumstances the balance of the business interests of the PARTIES. CLAUSE TWENTY-SIX — This AGREEMENT includes, or expressly makes reference to the entire understanding between the PARTIES in regard to its purpose, and includes all the previous agreements and understandings of the PARTIES on its purpose. Each PARTY recognizes and acknowledges that the execution of this AGREEMENT does not depend on any statement, guarantee or any other commitment of the other PARTY, not fully reflected by the clauses herein. CLAUSE TWENTY-SEVEN — After this AGREEMENT is formalized, if there are any amendments to the legislation on Electric Power or to the COMMERCIALIZATION RULES, or to the COMMERCIALIZATION PROCEDURES that might substantially affect the conditions hereof, the PARTIES, as of now, agree to negotiate, in good faith, an amendment to this AGREEMENT aiming at keeping the economic and financial balance of the AGREEMENT. CLAUSE TWENTY-EIGHT — The PURCHASER shall make such mandatory payments present to CCEE the data of this AGREEMENT, for registration purposes. CLAUSE TWENTY-NINE — Another CCEE’s agent may, upon appointment, substitute for PURCHASER as are required PURCHASER hereof, subject to the prior acceptance of SELLER, which after the analysis of the credit risk posed by the agent appointed by PURCHASER may refuse the request, pursuant to a formal justification, and maintaining the responsibility of PURCHASER before the SELLER in case of default by the ASSIGNEE, especially regarding the obligations of PURCHASER described in Section VII of this AGREEMENT. Paragraph One — The PARTIES agree that the mentioned assignment is made, if necessary, totally or partially, both as to the term and to the power volume, subject to the conditions agreed herein, especially with regard to the power price, the flexibilities contracted, to the SUBMARKET where the supply is to be made under and the terms of Article II maximum term of the AgreementAGREEMENT. Paragraph Two — The Lender shall, and is hereby authorized to, record assignment will be made through the execution of the DEED OF ASSIGNMENT as per the draft stated on the schedule attached Attachment II hereto, or which the PARTIES shall execute, with the mandatory intervenience and consent from SELLER. CLAUSE THIRTY — The PARTIES acknowledge this AGREEMENT as an executive instrument, according to otherwise record Article 585, item II, of the Brazilian Civil Procedure Code for the purposes of the collection of the values due. Sole Paragraph — The obligations undertaken by the PARTIES hereunder shall be specifically enforced, in accordance with the Brazilian Civil Procedure Code. CLAUSE THIRTY-ONE — The Brazilian laws shall govern and construe this AGREEMENT in all its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY COaspects., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:

Appears in 1 contract

Samples: Adecoagro S.A.

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, with and governed by the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule EXHIBIT B to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D Credit Agreement FORM OF PROMISSORY NOTE [•], 20 UNITED STATIONERS SUPPLY CO.2011 FOR VALUE RECEIVED, an Illinois the undersigned, [NAME OF BORROWER], a [ ] corporation (the “Borrower”), unconditionally promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, Agreement dated as of July 5. 2007 (whichApril 14, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2011 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit partyXxxx Corporation, the financial institutions from time to time Borrowing Subsidiaries party thereto, the lenders party thereto as lenders (including the “Lenders”), Lenders identified herein) and JPMorgan Chase Bank, N.A., as Administrative Agent, on such dates and in such amounts as are set forth in the Credit Agreement. The amounts payable under the Credit Agreement may be reduced only in accordance with the terms of the Credit Agreement. Unless otherwise defined, capitalized terms used herein have the meanings provided in the Credit Agreement. The Borrower also promises to pay interest on the unpaid principal amount hereof from time to time outstanding from and including the date hereof until maturity (whether by acceleration or otherwise) and, after maturity, until paid, at the rates per annum and on the dates specified in the Credit Agreement. Payments of both principal and interest are to be made without setoff or counterclaim in lawful money of the United States of America in same day or immediately available funds to the account designated by the Administrative Agent. This Note is one of the Notes referred to in, and evidences the Loans made by the Lender under, the Credit Agreement, to which reference is made for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the indebtedness evidenced by this Note and on which such indebtedness may be declared to be or shall automatically become immediately due and payable. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [NAME OF BORROWER] By: Name: Title: LOAN AND PRINCIPAL PAYMENTS Amount of Unpaid Amount Principal Principal Notations Date of Loan Repaid Balance Made By EXHIBIT C-1 to Credit Agreement XXXX CORPORATION 1100 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Xxxxxxx X. Xxxxxxx Senior Vice President and General Counsel April 14, 2011 JPMorgan Chase Bank, N.A. as Administrative Agent 270 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 The Lenders and Issuing Banks party to the Credit Agreement referred to below from time to time Ladies and Gentlemen: I am the general counsel of Xxxx Corporation, a Delaware corporation (the “Company”), and have acted as such in connection with the preparation, execution and delivery of the Five-Year Credit Agreement, dated as of April 14, 2011 (the “Credit Agreement”), among the Company, Xxxx Oil and Gas Holdings Inc. (“HOGH”), Xxxx Oil Virgin Islands Corporation (“HOVIC”) Hess International Holdings Limited (“HIHL”, and together with HOGL and HOVIC, the “Borrowing Subsidiaries”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Terms The opinions expressed below are furnished to you pursuant to Section 4.01(b) of the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement are and used herein as therein definedshall have the meanings given to them in the Credit Agreement. (In rendering the “Designating Lender”)opinions expressed below, (I have examined the “Designated Lender”), and the Borrower agree as followsfollowing documents:

Appears in 1 contract

Samples: Five Year Credit Agreement (Hess Corp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature (as defined in the Credit Agreement) or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Approved Electronic Platform (as defined in the Credit Agreement) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D B [Reserved] EXHIBIT C-1 [FORM OF PROMISSORY NOTE OF] BORROWING REQUEST NERDWALLET, 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”), promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of INC. JPMorgan Chase Bank, N.A. in 00 Xxxxx Xxxxxxxx, Xxxxx X0 Suite IL1-1145 Chicago, IllinoisIL, as Administrative Agent 60603-2300 Attention: ___________________ Fax No: (the “Agent”), together with interest on the unpaid principal amount hereof at the rates 312) ___________ Date: Ladies and on the dates set forth in the Agreement. The Borrower shall pay the principal Gentlemen: This Borrowing Request is furnished pursuant to Section 2.03 of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving that certain Credit Agreement, Agreement dated as of July 5. 2007 (whichSeptember 26, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2023 (as amended amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)) among NerdWallet, among United Stationers Supply Co. Inc., a Delaware corporation, (the “Borrower”), United Stationers Inc., as a credit partythe other Loan Parties, the financial institutions from time to time lenders party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A.N.A. (“Chase”), as Administrative Agent (for the “Agent”)Lenders. Terms Unless otherwise defined herein, capitalized terms used in this Borrowing Request have the meanings ascribed thereto in the Credit Agreement Agreement. The Borrower represents that, as of this date, the conditions precedent set forth in Section 4.02 are used herein as therein definedsatisfied. (The Borrower hereby notifies Chase of its request for the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as followsfollowing Revolving Borrowing:

Appears in 1 contract

Samples: Credit Agreement (Nerdwallet, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number counterparts (and by different parties hereto on different counterparts), each of counterpartswhich shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule EXHIBIT B [FORM OF] BORROWING REQUEST JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE below, 20 UNITED STATIONERS SUPPLY CO.270 Xxxx Xxxxxx Xxx Xxxx, an Illinois XX 00000 Attention of Agency Group [Date] Ladies and Gentlemen: The undersigned, Interline Brands, Inc., a New Jersey corporation (the “Borrower”), promises to pay refers to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Credit Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (whichJune 23, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2006 (as amended amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”)Interline Brands, United Stationers Inc., as a credit partyDelaware corporation, the financial institutions from time to time Borrower, the Lenders party thereto as lenders (the “Lenders”)thereto, and JPMorgan Chase Bank, N.A., a New York banking corporation, as Administrative Agent (in such capacity, the “Administrative Agent”), Xxxxxx Commercial Paper Inc., as Syndication Agent, and Credit Suisse, Bank of America, N.A., SunTrust Bank and Wachovia Bank, N.A., as Co-Documentation Agents. Terms Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement are used herein as therein defined. (that it requests a Borrowing under the “Designating Lender”), (the “Designated Lender”)Credit Agreement, and in that connection sets forth below the Borrower agree as followsterms on which such Borrowing is requested to be made:

Appears in 1 contract

Samples: Credit Agreement (Interline Brands, Inc./De)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law laws of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US EXHIBIT E TO CREDIT AND GUARANTY AGREEMENT CERTIFICATE RE NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”), promises to pay BANK STATUS Reference is made to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates Credit and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Guaranty Agreement, dated as of July 5. 2007 June 30, 2004 (which, as it may be amended, restated, amended and restated, supplemented or modified otherwise modified, the "Credit Agreement"; the terms defined therein and in effect not otherwise defined herein being used herein as therein defined), by and among MEDICAL DEVICE MANUFACTURING, INC. ("Company"), UTI CORPORATION, certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, is herein called the “Agreement”)CREDIT SUISSE FIRST BOSTON, among the Borrower, United Stationers Inc.acting through its Cayman Islands Branch, as a credit partyLead Arranger, Administrative Agent and Collateral Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, and ANTARES CAPITAL CORPORATION and NATIONAL CITY BANK, as Co-Documentation Agents. Pursuant to Section 2.20(c) of the Credit Agreement, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference undersigned hereby certifies that it is hereby made for not a statement "bank" or other Person described in Section 881(c)(3) of the terms and conditions governing this NoteInternal Revenue Code of 1986, including the terms and conditions under which this Note may be prepaid or its maturity date acceleratedas amended. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. [NAME OF LENDER] By: Name: Title: SCHEDULE OF LOANS EXHIBIT E-1 EXHIBIT F-1 TO CREDIT AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION GUARANTY AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as followsCLOSING DATE CERTIFICATE THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS:

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Medical Device Manufacturing, Inc.)

General Provisions. This Assignment and Assumption Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAgreement. This Assignment and Assumption Agreement shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule 3 To be included for assignments of Class B Advances only. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) the company if publicly disclosed. EXHIBIT D G FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”), promises to pay SOLAR SERVICE AGREEMENT [ON FILE WITH ADMINISTRATIVE AGENT] [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the order company if publicly disclosed. EXHIBIT H FORM OF NOTICE OF DELAYED FUNDING Sunnova TEP Holdings, LLC 00 Xxxxxxxx Xxxxx, Xxxxx 000 Houston, TX 77046 Re: Notice of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans Potential For Delayed Funding Reference is made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (whichMarch 29, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2021 (as amended further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among United Stationers Supply Co. Sunnova TEP Holdings, LLC (the “Borrower”), United Stationers Inc.Atlas Securitized Products Holdings, L.P., as a credit party, Administrative Agent for the financial institutions that may from time to time party become parties thereto as lenders Lenders (in such capacity, the “Administrative Agent”), the Lenders, Xxxxx Fargo Bank, National Association, as Paying Agent and U.S. Bank National Association, as Verification Agent. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to Section 2.4(E) of the Credit Agreement, [ ], as a Non-Conduit Lender, hereby notifies the Borrower that it has incurred external costs, fees or expenses directly related to and as a result of the “liquidity coverage ratio” under Basel III in respect of its Commitments under the Credit Agreement and/or its interests in the Loan Notes. Sincerely, [____] By: _____________________________ Name: Title: [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. EXHIBIT I DELAYED FUNDING NOTICE Sunnova TEP Holdings, LLC 00 Xxxxxxxx Xxxxx, Xxxxx 000 Houston, TX 77046 Re: Notice of Potential For Delayed Funding Reference is made to the Amended and Restated Credit Agreement, dated as of March 29, 2021 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Sunnova TEP Holdings, LLC (the “LendersBorrower”), and JPMorgan Chase BankAtlas Securitized Products Holdings, N.A.L.P., as Administrative Agent for the financial institutions that may from time to time become parties thereto as Lenders (in such capacity, the “Administrative Agent”), the Lenders, Xxxxx Fargo Bank, National Association, as Paying Agent and U.S. Bank National Association, as Verification Agent. Terms Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Credit Agreement are used herein Agreement. Pursuant to Section 2.4(E) of the Credit Agreement, [ ], as therein defined. (the “Designating a Non-Conduit Lender”), (the “Designated Lender”), and hereby notifies the Borrower agree as follows:of its intent to fund its amount of the Advance related to the Notice of Borrowing delivered by the Borrower on [__], on a Business Day that is before [ ]4, rather than on the date specified in such Notice of Borrowing. Sincerely, [____] By: _____________________________ Name: Title: 4 Thirty-five days following the date of delivery by such Non-Conduit Lender of this Delayed Funding Notice. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. EXHIBIT J UNDERWRITING AND REASSIGNMENT CREDIT POLICY [SEE ATTACHED] [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. EXHIBIT K DISQUALIFIED LENDERS Connecticut Green Bank Dividend Solar Finance LLC Greensky, LLC Xxxxxx Xxxxxxxxx Sustainable Infrastructure Capital, Inc. IGS Solar, LLC New York Green Bank Omnidian, Inc. Paramount Equity Mortgage, LLC, d/b/a Loanpal Radian Group Inc. Renew Financial Group, LLC Renovate America, Inc. Solar Mosaic, Inc. Spruce Finance Inc. Sungage Financial, Inc. Sunlight Financial LLC Sunpower Corporation Sunrun Inc. SunSystem Technology, LLC Tesla, Inc. Vivint, Inc. Ygrene Energy Fund, Inc. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. SCHEDULE I ELIGIBILITY CRITERIA REPRESENTATIONS AND WARRANTIES AS TO SOLAR ASSETS

Appears in 1 contract

Samples: Management Agreement (Sunnova Energy International Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D E FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO.FOR VALUE RECEIVED, an Illinois corporation HANGER, INC. (the “Borrower”), promises to pay ) HEREBY PROMISES TO PAY to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II the Credit Agreement referred to below (as shown in the records of the Agreement (as hereinafter defined)Lender or, in immediately available funds at the main office Lender’s option, on the schedule attached hereto and any continuation thereof). The undersigned further promises to pay interest on the unpaid principal amount of JPMorgan Chase Bankeach Loan evidenced hereby from the date of such Loan until such Loan is paid in full, N.A. payable at the rates and at the times set forth in Chicagothe Credit Agreement referred to below. Both principal and interest shall be payable in accordance with the Credit Agreement referred to below to Bank of America, IllinoisN.A., as Administrative Agent administrative agent (in such capacity, the “Agent”), together with interest on behalf of the unpaid principal amount hereof Lender, at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II main office of the Agreement. The Lender shallAgent in Dallas, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record Texas in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunderimmediately available funds. This Note is one of the Notes issued pursuant toa Note referred to in, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, Agreement dated as of July 5. 2007 (whichJune 17, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), 2013 among the Borrower, United Stationers Inc., as a credit party, the lenders financial institutions from time to time party thereto, thereto (including the Lender) and Bank of America, and the AgentN.A., to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 Agent (as amended amended, restated, modified or otherwise modified supplemented from time to time, the “Credit Agreement”), and the other Loan Documents. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement. The Credit Agreement, among United Stationers Supply Co. other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF); PROVIDED THAT THE BORROWERS, THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note. HANGER, INC. By: Name: Title: Schedule A Promissory Note Dated , 201 payable to the “Borrower”)order of [Lender] PRINCIPAL PAYMENTS Date Class Amount of Principal Borrowed Amount of Principal Repaid Unpaid Principal Balance Notation Made By EXHIBIT F FORM OF SECURITY AGREEMENT EXECUTION VERSION GUARANTEE AND COLLATERAL AGREEMENT made by HANGER, United Stationers Inc.INC., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”)Borrower, and JPMorgan Chase Bankcertain of its Subsidiaries in favor of BANK OF AMERICA, N.A., as Administrative Agent (the “Agent”). Terms defined in the Credit Agreement are used herein Dated as therein defined. (the “Designating Lender”)of June 17, (the “Designated Lender”), and the Borrower agree as follows:2013 TABLE OF CONTENTS Page

Appears in 1 contract

Samples: Credit Agreement (Hanger, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic imaging means (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 C-1-6 Form of Assignment and Assumption EXHIBIT C-2 FORM OF ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON[TO BE COMPLETED BY EACH LENDER ON FORM PROVIDED DIRECTLY BY ADMINISTRATIVE AGENT] C-2-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) 1 Form of Administrative Questionnaire EXHIBIT D D-1 FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation U.S. TAX COMPLIANCE CERTIFICATE (the “Borrower”), promises to pay For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (whichApril 27, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among United Stationers Supply Co. Xxxxxx.xxx, Inc. (the “BorrowerCompany”), United Stationers Inc.certain Subsidiaries of the Company party thereto as Designated Borrowers pursuant thereto, each Lender from time to time party thereto, and Bank of America, N.A., as a credit partyAdministrative Agent. Pursuant to the provisions of Section 3.01 of the Credit Agreement, the financial institutions undersigned hereby certifies that (a) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (b) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (c) it is not a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code and (d) it is not a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Company with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall promptly so inform the Company and the Administrative Agent, and (b) the undersigned shall have at all times furnished the Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ____________ ___, _____ D-1 U.S. Tax Compliance Certificate EXHIBIT D-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement, dated as of April 27, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Xxxxxx.xxx, Inc. (the “Company”), certain Subsidiaries of the Company party thereto as Designated Borrowers pursuant thereto, each Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (b) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (c) it is not a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code, and (d) it is not a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (b) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ____________ ___, _____ D-2 U.S. Tax Compliance Certificate EXHIBIT D-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement, dated as of April 27, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Xxxxxx.xxx, Inc. (the “Company”), certain Subsidiaries of the Company party thereto as Designated Borrowers pursuant thereto, each Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the participation in respect of which it is providing this certificate, (b) its direct or indirect partners/members are the sole beneficial owners of such participation, (c) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (d) none of its direct or indirect partners/members is a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code and (e) none of its direct or indirect partners/members is a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (a) an IRS W-8BEN or IRS Form W-8BEN-E, as applicable, or (b) an IRS Form W-8IMY accompanied by an IRS W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (i) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (ii) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ____________ ___, _____ D-3 U.S. Tax Compliance Certificate EXHIBIT D-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement, dated as of April 27, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Xxxxxx.xxx, Inc. (the “Company”), certain Subsidiaries of the Company party thereto as Designated Borrowers pursuant thereto, each Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (b) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (c) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (d) none of its direct or indirect partners/members is a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code and (e) none of its direct or indirect partners/members is a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Company with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (a) an IRS W-8BEN or IRS Form W-8BEN-E, as applicable, or (b) an IRS Form W-8IMY accompanied by an IRS W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Company and the Administrative Agent, and (ii) the undersigned shall have at all times furnished the Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ____________ ___, _____ D-4 U.S. Tax Compliance Certificate EXHIBIT E-1 FORM OF DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT Date: ____________ ___, _____ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: This Designated Borrower Request and Assumption Agreement is made and delivered pursuant to Section 2.14 of that certain Amended and Restated Credit Agreement, dated as of April 27, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Xxxxxx.xxx, Inc. (the “Company”), certain Subsidiaries of the Company from time to time party thereto as lenders pursuant thereto (each a “Designated Borrower” and, together with the Company, the “LendersBorrowers” and each a “Borrower”), each Lender from time to time party thereto, and JPMorgan Chase BankBank of America, N.A., as Administrative Agent Agent, and reference is made thereto for full particulars of the matters described therein. All capitalized terms used in this Designated Borrower Request and Assumption Agreement and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Each of (the “AgentNew Borrower)) and the Company hereby request that the New Borrower be entitled to receive Loans under the Credit Agreement. Terms defined The New Borrower understands, acknowledges and agrees that (a) it shall not have any right to request any Loans for its account until the effective date designated by the Administrative Agent in a Designated Borrower Notice delivered to the Company and the Lenders pursuant to Section 2.14 of the Credit Agreement, and (b) effective as of the date of the Designated Borrower Notice for such New Borrower, it shall be deemed to be a party to the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the and a “Designated Lender”), Borrower” for all purposes of the Credit Agreement and shall assume the obligations of a Designated Borrower under the Credit Agreement. Complete if the New Borrower is a Domestic Subsidiary: The true and correct U.S. taxpayer identification number of the New Borrower is . Complete if the New Borrower is a Foreign Subsidiary: The true and correct unique identification number that has been issued to the New Borrower by its jurisdiction of organization and the Borrower agree as followsname of such jurisdiction are set forth below:

Appears in 1 contract

Samples: Credit Agreement

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy fax or other electronic delivery shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D H-1 TO CREDIT AGREEMENT FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO.FOR VALUE RECEIVED, an Illinois corporation the undersigned, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the order of or its registered assigns (the “Lender”) ), in accordance with the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II provisions of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and (other than Swingline Loans) from time to time made by the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled Lender to the benefits of, the Second Amended and Restated Five-Year Revolving Borrower under that certain Credit Agreement, dated as of July 5. 2007 (whichMay 24, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2012 (as amended amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), among United Stationers Supply Co. (the Borrower”), United Stationers Inc.EPE Holdings LLC, as a credit partyDelaware limited liability company, the financial institutions Lenders from time to time party thereto as lenders (the “Lenders”)thereto, and JPMorgan Chase Bank, N.A., as the Administrative Agent, the Collateral Agent, the Swingline Lender and an Issuing Bank, and each other Issuing Bank from time to time party thereto. The Borrower promises to pay interest on the unpaid principal amount of each Loan (other than Swingline Loans) 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 ratable 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 “Agent”)per annum rate set forth in Section 2.8(c) of the Agreement. Terms defined This Note is subject to mandatory prepayments and to voluntary prepayments and to all other terms and conditions as provided in the Agreement. This Note is one of the promissory notes referred to in the Agreement and is entitled to the benefits thereof. This Note is also entitled to the benefits of the other Credit Agreement Documents and is secured by the Collateral. 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 (other than Swingline Loans) made by the Lender shall be evidenced by an account or accounts maintained by the Lender and by the Register and subaccounts maintained by the Administrative Agent in accordance with the Agreement. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans (other than Swingline 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. No failure to exercise and no delay in exercising, on the part of the Administrative Agent, any right, remedy, power or privilege hereunder or under the Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. A waiver by the Administrative Agent of any right, remedy, power or privilege hereunder or under any Credit Document on any one occasion shall not be construed as a bar to any right or remedy that the Administrative Agent would otherwise have on any future occasion. The rights, remedies, powers and privileges herein provided are used herein as therein definedcumulative, may be exercised singly or concurrently and are not exclusive of any rights, remedies, powers and privileges provided by law. (the “Designating Lender”)THIS NOTE SHALL BE GOVERNED BY, (the “Designated Lender”)AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, and the Borrower agree as follows:THE LAWS OF THE STATE OF NEW YORK.

Appears in 1 contract

Samples: Credit Agreement (MBOW Four Star, L.L.C.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, by and construed in accordance with, with the internal law laws of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D H [FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”), promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of OF] MATURITY DATE EXTENSION REQUEST [Insert Date] JPMorgan Chase Bank, N.A. in Chicago, IllinoisN.A., as Administrative Agent (the “Agent”)000 Xxxxxxx Xxxxxx Xxx Xxxx, together with interest on the unpaid principal amount hereof at the rates Xxx Xxxx 00000 Attention: [•] Fax: [•] Ladies and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. ByGentlemen: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, Agreement dated as of July 5September 17, 2007 2014 (as amended amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. Vectrus, Inc., an Indiana corporation, Exelis Systems Corporation, a Delaware corporation (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time Lenders and Issuing Banks party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. In accordance with Section 2.22 of the Credit Agreement, the undersigned hereby requests [(a)] an extension of the [insert applicable Class] Maturity Date from [•] to [•][, (b) the Applicable Rate to be applied in determining the interest payable on [insert applicable Class] Loans of[, and fees payable under the Credit Agreement to,] Consenting Lenders in respect of that portion of their [[insert applicable Class] Loans] extended to the new Maturity Date to be [•]%, which changes shall be effective as of [•] and (c) the amendments to the terms of the Credit Agreement set forth below, which amendments will become effective on [•]:] [Insert amendments to Credit Agreement, if any] [Signature Pages Follow] Very truly yours, EXELIS SYSTEMS CORPORATION By: Name: Title: EXHIBIT I-1 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of September 17, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Vectrus, Inc., an Indiana corporation, Exelis Systems Corporation, a Delaware corporation (the “AgentBorrower”), the Lenders and Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Terms Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement are and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] EXHIBIT I-2 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as therein defined. of September 17, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Vectrus, Inc., an Indiana corporation, Exelis Systems Corporation, a Delaware corporation (the “Designating LenderBorrower”), the Lenders and Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT I-3 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of September 17, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Vectrus, Inc., an Indiana corporation, Exelis Systems Corporation, a Delaware corporation (the “Designated LenderBorrower”), the Lenders and Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT I-4 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of September 17, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Vectrus, Inc., an Indiana corporation, Exelis Systems Corporation, a Delaware corporation (the “Borrower”), the Lenders and Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any promissory note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower agree with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] EXHIBIT J [FORM OF] SOLVENCY CERTIFICATE [•], 2014 Pursuant to Section [4.02(h)] of the Credit Agreement dated as of September 17, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Vectrus, Inc., an Indiana corporation (“Holdings”), Exelis Systems Corporation, a Delaware corporation (the “Borrower”), the Lenders and Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, the undersigned hereby certifies, solely in such undersigned’s capacity as [chief financial officer] [chief accounting officer] [specify other officer with equivalent duties] of Holdings, and not individually, as follows: I am generally familiar with the businesses and assets of Holdings, the Borrower and the Restricted Subsidiaries, taken as a whole, and am duly authorized to execute this Solvency Certificate on behalf of Holdings pursuant to the Credit Agreement. As of the date hereof, after giving effect to the consummation of the Transactions, including the making of the Loans under the Credit Agreement, and after giving effect to the application of the proceeds of such indebtedness:

Appears in 1 contract

Samples: Credit Agreement (Vectrus, Inc.)

General Provisions. This Note Assignment and Assumption Agreement shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and assignsassigns permitted by the Agreement. This Note Assignment and Assumption Agreement may be executed in any number of one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier, .pdf or other electronic imaging means of an executed counterpart of a signature page of to this Note Assignment and Assumption by telecopy Agreement shall be effective as delivery of a manually an original executed counterpart of this Assignment and Assumption. This Note Assignment and Assumption Agreement. This Note Assignment and Assumption Agreement shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE [FORM OF] REVENUE STREAM ASSIGNMENT AND ASSUMPTION AGREEMENT This Revenue Stream Assignment and Assumption Agreement (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the this Borrower”), promises to pay to the order of or its registered assigns (the “LenderRevenue Stream Assignment and Assumption Agreement”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 the Effective Date set forth below and is entered into by and between the Assignor (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, defined below) and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all Assignee (as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereofdefined below). Capitalized terms used herein in this Revenue Stream Assignment and Assumption Agreement and not otherwise defined herein are used with have the meanings attributed to them specified in the Agreement. This Revenue Sharing and Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, Purchase Agreement dated as of July 5February 14, 2007 2014 (as amended amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. between the Axxxxx Electronics Corporation, a New York corporation (the “BorrowerCompany”), United Stationers Inc.each of the Purchasers party thereto and AND34 Funding LLC, as a credit party, the financial institutions from time to time party thereto as lenders collateral agent (the “LendersCollateral Agent”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and JPMorgan Chase Bank, N.A., as Administrative Agent Conditions set forth in Annex 1 attached hereto (the “AgentStandard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Revenue Stream Assignment and Assumption Agreement 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 Agreement, as of the Effective Date inserted by the Collateral Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Revenue Participant under the 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 to the Revenue Stream identified below 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 Revenue Participant) against any Person, whether known or unknown, arising under or in connection with the Agreement, any other documents or instruments delivered pursuant thereto or the 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”). Terms defined Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Revenue Stream Assignment and Assumption Agreement, without representation or warranty by the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:Assignor.

Appears in 1 contract

Samples: Revenue Sharing and Note Purchase Agreement (Andrea Electronics Corp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New YorkNorth Carolina. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D E-1 FORM OF REVOLVING LOAN NOTE PROMISSORY NOTE US$_______________ __________, 20 UNITED STATIONERS SUPPLY CO.______ FOR VALUE RECEIVED, an Illinois corporation the undersigned, XXXXXX’X-XXXXX, INC. (the “Borrower”), hereby promises to pay to the order of ____________ or its registered assigns (the “Lender”) the principal sum of ________________ Dollars ($____________) or, if less, the aggregate unpaid principal amount of all the Revolving Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (whichMay 30, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2014 (as amended amended, restated or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the Borrower”), United Stationers Inc., as a credit party, the various financial institutions from time to time party thereto as lenders (the “Lenders”)institutions, and JPMorgan Chase BankBank of America, N.A., as Administrative Agent Agent, on the dates and in the amounts provided in the Credit Agreement. The Borrower further promises to pay interest on the unpaid principal amount of the Revolving Loans evidenced hereby from time to time at the rates, on the dates, and otherwise as provided in the Credit Agreement. The Lender is authorized to endorse the amount and the date on which each Revolving Loan is made and each payment of principal with respect thereto on the schedules annexed hereto and made a part hereof, or on continuations thereof which shall be attached hereto and made a part hereof; provided that any failure to endorse such information on such schedule or continuation thereof shall not in any manner affect any obligation of the Borrower under the Credit Agreement and this Promissory Note (the this AgentNote”). This Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement, which Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. Terms defined in the Credit Agreement are used herein as with their defined meanings therein definedunless otherwise defined herein. (the “Designating Lender”), (the “Designated Lender”)This Note shall be governed by, and construed and interpreted in accordance with, the Borrower agree as follows:laws of the State of North Carolina without regard to the conflicts or choice of law principles thereof.

Appears in 1 contract

Samples: Credit Agreement (Snyder's-Lance, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule EXHIBIT B [FORM OF] NOTICE OF CONVERSION OR CONTINUATION ARES CAPITAL CORPORATION as the Administrative Agent under the Credit Agreement referred to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE below 000 Xxxx Xxxxxx, 20 UNITED STATIONERS SUPPLY CO00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Portfolio Manager – RTI Surgical ___________, 20__ Re: RTI SURGICAL, INC., an Illinois a Delaware corporation (the “Borrower”), promises to pay ) Reference is made to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Lien Credit Agreement, dated as of July 5. 2007 March 8, 2019 (which, as it the same may be amended, restated, amended or modified and in effect from time to timerestated, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among United Stationers Supply Co. (the Borrower”), United Stationers Inc., as a credit party, the financial institutions other Loan Parties from time to time party thereto as lenders (and the “Lenders”), Lenders from time to time party thereto and JPMorgan Chase Bank, N.A.Ares Capital Corporation, as the Administrative Agent (for the “Agent”)Lenders. Terms Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement. The Borrower hereby gives you irrevocable notice, pursuant to Section 2.08 of the Credit Agreement are used herein as therein defined. (of its request for the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as followsfollowing:

Appears in 1 contract

Samples: Second Lien Credit Agreement (RTI Surgical Holdings, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) [Reserved] EXHIBIT D FORM OF PROMISSORY NOTE U.S. $_______________ ________ __, 20 UNITED STATIONERS SUPPLY CO.00__ Xxx Xxxx, an Illinois Xxx Xxxx FOR VALUE RECEIVED, Xxxxxxx-Xxxxx Squibb Company, a Delaware corporation (the “BorrowerCompany), ) hereby promises to pay to the order of or its registered assigns __________________ (the “Lender”) ), the principal sum of $________ Dollars, or such lesser amount as shall equal the aggregate unpaid principal amount of all Loans the [364-Day Tranche Loan] [2-Year Tranche Loan] made by the Lender to the Borrower pursuant to Article II of Company under the Agreement (as hereinafter defined)Credit Agreement, in Dollars in immediately available funds at funds, on the main office of JPMorgan Chase Bankdates and in the principal amounts provided in the Credit Agreement, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with and to pay interest on the unpaid principal amount hereof, in like money and funds, for the period commencing on the Closing Date to but excluding the date of payment hereof in full, at the rates per annum and on the dates set forth provided in the Credit Agreement. The Borrower shall pay date, amount, Type, interest rate and duration of Interest Period (if applicable) of each [364-Day Tranche Loan] [2-Year Tranche Loan] made by the Lender to the Company, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of and accrued and unpaid interest on this Note, endorsed by the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached heretohereto or any continuation thereof, provided that the failure of the Lender to make any such recordation (or any error in making any such recordation) or endorsement shall not affect the obligations of the Company to otherwise record make a payment when due of any amount owing under the Credit Agreement or hereunder in accordance with its usual practice, respect of the date and amount of each Loan and [364-Day Tranche Loan] [2-Year Tranche Loan] made by the date and amount of each principal payment hereunderLender to the Company. This Note is one of the Notes issued pursuant to, and is entitled referred to in the benefits of, the Second Amended and Restated Five-Year Revolving Term Loan Credit Agreement, Agreement dated as of July 5. 2007 November 4, 2020 (which, as it may be amended or modified and supplemented and in effect from time to time, is herein called the “Credit Agreement”)) among, among the Borrower, United Stationers Inc., as a credit partyinter alia, the lenders Company, the Lenders party thereto, thereto (including the Lender) and Citibank, N.A., as Administrative Agent, and evidences the Agent, [364-Day Tranche Loan] [2-Year Tranche Loan] made thereunder by the Lender to which the Company. Terms used but not defined in this Note have the respective meanings assigned to them in the Credit Agreement. The Credit Agreement reference is hereby made provides for a statement the acceleration of the maturity of this Note upon the occurrence of certain events and for prepayments of the [364-Day Tranche Loan] [2-Year Tranche Loan] upon the terms and conditions governing this Notespecified therein. Except as permitted by SECTION 8.4 of the Credit Agreement, including the terms and conditions under which this Note may not be prepaid or its maturity date accelerated. This Note is secured pursuant assigned by the Lender to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreementany other Person. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Bristol Myers Squibb Co)

General Provisions. This Assignment A No Limited Partner may withdraw from the Partnership other than as a result of a permitted transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 and Assumption the transferee of such Partnership Units being admitted to the Partnership as a Substituted Limited Partner or pursuant to a redemption of all of its Partnership Units under Section 8.5. B Any Limited Partner who shall transfer all of its Partnership Units in a transfer permitted pursuant to this Article 11 where such transferee was admitted as a Substituted Limited Partner or pursuant to the exercise of its Redemption Right for all of its Partnership Units under Section 8.5 shall cease to be a Limited Partner; provided that after such transfer, exchange or redemption such Limited Partner owns no Partnership Interest. C Transfers pursuant to this Article 11 may only be made on the first day of a fiscal quarter of the Partnership, unless the General Partner in its sole and absolute discretion otherwise agrees. D If any Partnership Interest is transferred, assigned or redeemed during any quarterly segment of the Partnership’s Partnership Year in compliance with the provisions of this Article 11 or redeemed by the Partnership pursuant to Section 8.5 on any day other than the first day of a Partnership Year, then Profit, Loss, each item thereof and all other items attributable to such Partnership Interest for such Partnership Year shall be binding upondivided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the “interim closing of the books” method or such other method (or combination of methods) selected by the General Partner. Solely for purposes of making such allocations, at the discretion of the General Partner, each of such items for the calendar month in which the transfer or assignment occurs shall be allocated to the transferee Partner, and inure none of such items for the calendar month in which a transfer or redemption occurs shall be allocated to transferor Partner or the Tendering Partner as the case may be; provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments or redemptions as it determines are necessary or appropriate. All distributions attributable to such Partnership Unit with respect to which the Partnership Record Date is before the date of such transfer, assignment, or redemption shall be made to the transferor Partner or the Tendering Partner, as the case may be, and in the case of a transfer or assignment other than a redemption, all distributions thereafter attributable to such Partnership Unit shall be made to the transferee Partner. E In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any transfer or assignment of a Partnership Interest by any Partner (including pursuant to a redemption or exchange for REIT Shares by the Partnership or the General Partner) be made (i) to any Person who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, of any component portion of a Partnership Unit, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Unit; (iv) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, if upon the advice of legal counsel to the Partnership such transfer could cause a termination of the Partnership for any applicable tax purpose (except as a result of the redemption or exchange for REIT Shares of all Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 11.2); (v) if upon the advice of counsel to the Partnership such transfer could cause the Partnership to cease to be classified as a partnership for U.S. federal income tax purposes (except as a result of the redemption or exchange for REIT Shares of all Units held by all Limited Partners); (vi) if such transfer could, upon the advice of counsel to the Partnership, cause the Partnership to become, with respect to any employee benefit ofplan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(e) of the Code); (vii) if such transfer could, upon the advice of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (viii) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (ix) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, if such transfer could cause the Partnership to fail to qualify for any of the Safe Harbors (as defined below) or cause the Partnership to derive income that is not “qualifying income” within the meaning of Section 7704(d) of the Code; (x) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, if such transfer subjects the Partnership to be regulated under the Investment Company Act of 1940, the parties hereto and their respective successors and assigns. This Assignment and Assumption Investment Advisors Act of 1940 or ERISA, each as amended; (xi) if such transfer is made to a lender to the Partnership or any Person who is related (within the meaning of Section 1.752-4(b) of the Regulations) to any lender to the Partnership whose loan constitutes a Nonrecourse Liability, except with the consent of the General Partner, which may be executed given or withheld in its sole and absolute discretion; provided that, as a condition to granting such consent the lender may be required to enter into an arrangement with the borrower, the Partnership and the General Partner to redeem or exchange for the REIT Shares Amount any number Partnership Units in which a security interest is held immediately prior to the time at which such lender would be deemed to be a partner in the Partnership for purposes of counterpartsallocating liabilities to such lender under Section 752 of the Code; or (xii) if upon the advice of legal counsel for the Partnership such transfer could adversely affect the ability of the Parent REIT to continue to qualify as a REIT or, except with the consent of the General Partner, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment may be given or withheld in its sole and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed byabsolute discretion, and construed in accordance with, subject the internal law Parent REIT to any additional taxes under Section 857 or Section 4981 of the State Code. F The General Partner shall monitor the transfers of New York. SCHEDULE interests in the Partnership (including any acquisition of Common Units by the Partnership or the General Partner) to determine (i) if such interests could be treated as being traded on an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code and the regulations thereunder and (ii) whether such transfers of interests could result in the Partnership being unable to qualify for the “safe harbors” set forth in Regulations Section 1.7704-1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be supplied by Closing Unit treated as “readily tradable on a secondary market (or Trading Documentation Unitthe substantial equivalent thereof)” within the meaning of Section 7704 of the Code) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “BorrowerSafe Harbors”). The General Partner shall have the authority (but shall not be required) to take any steps it determines are necessary or appropriate in its sole and absolute discretion (i) to prevent any trading of interests which could cause the Partnership to become a “publicly traded partnership,” within the meaning of Code Section 7704, promises or any recognition by the Partnership of such transfers, (ii) to insure that one or more of the Safe Harbors is met and/or (iii) to insure that the Partnership satisfies the “qualifying income” exemption of Section 7704(c) of the Code from treatment as a publicly traded partnership taxable as a corporation. G Any Imputed Underpayment Amount that is allocable to a transferor or an assignor of a Partnership Interest or an interest in any applicable Subsidiary shall be treated as a Withholding Payment with respect to the applicable transferee or Assignee in accordance with Section 5.6. Furthermore, except as otherwise agreed by the General Partner in its sole discretion, as a condition to any transfer or assignment, each transferor or assignor shall be required to agree (i) to continue to comply with the provisions of Section 10.3 notwithstanding such transfer or assignment and (ii) to indemnify and hold harmless the Partnership, any applicable Subsidiary and the General Partner from and against any and all liability with respect to the transferee’s or Assignee’s Withholding Payments resulting from Imputed Underpayment Amounts attributable to the transferor or assignor to the extent that the transferee or Assignee fails to do so. H If the Partnership or any applicable Subsidiary is obligated to pay any taxes (including penalties, interest, costs, any addition to tax, and Withholding Payment or other tax withholdings or other amounts in the order nature of a tax) to any governmental entity that is specifically attributable to a Partner or its registered assigns such Partner’s transferor or assignor or that is a result of any transfer or assignment of a Partnership Interest or an interest in any applicable Subsidiary, including, without limitation, on account of Sections 864 or 1446 of the Code, then (x) such Persons shall indemnify the “Lender”Partnership or applicable Subsidiary in full for the entire amount paid or payable, (y) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower General Partner may offset future distributions from such Persons pursuant to Article II of 5 to which such Person is otherwise entitled under this Agreement against such Person’s obligation to indemnify the Agreement Partnership or applicable Subsidiary under this Section 11.6 and (z) such amounts shall be treated as hereinafter defineda Withholding Payment pursuant to Section 5.6 with respect to both such former Partner and such former Partner’s transferee(s) or Assignee(s), as applicable, in immediately available funds at the main office each case, without duplication of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be any indemnification for Withholding Payments made under the terms of Article II of the AgreementSection 5.6. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record I Notwithstanding anything in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled this Agreement to the benefits ofcontrary, except as otherwise agreed by the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and General Partner in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc.its sole discretion, as a credit party, the lenders party thereto, including the Lender, and the Agent, condition to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as followsany proposed transfer:

Appears in 1 contract

Samples: Agreement (Lamar Media Corp/De)

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy electronic mail shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the internal law laws of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NONExhibit K - 6 |US-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) DOCS\148390876.14|| EXHIBIT D L-1 FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation U.S. TAX COMPLIANCE CERTIFICATE (the “Borrower”), promises to pay For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Servicing Agreement, dated as of July 5. 2007 April 19, 2024 (which, as it the same may be amended amended, modified, supplemented, restated or modified and in effect replaced from time to timetime in accordance with the terms thereof, is herein called the "Loan and Servicing Agreement"), by and among the Borrower, United Stationers Inc.Diameter Credit Company Holdings II LLC, as a credit partythe borrower (together with its successors and assigns in such capacity, the lenders party thereto"Borrower"), including Diameter Credit Company, as the Lendertransferor (together with its successors and assigns in such capacity, the "Transferor"), Diameter Credit Company, as the servicer (together with its successors and assigns in such capacity, the Agent"Servicer"), to which Agreement reference is hereby made for a statement each of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions lenders from time to time party thereto as lenders (the "Lenders"), Xxxxxx Xxxxxxx Senior Funding, Inc., in its capacity as administrative agent for the Lenders (together with its successors and JPMorgan Chase Bankassigns in such capacity, the "Administrative Agent"), Citibank, N.A., as the collateral agent, the collateral custodian and the account bank, and Siepe, LLC, as the collateral administrator. Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement. Pursuant to the provisions of Section 2.11 of the Loan and Servicing Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(s) (as well as any note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF XXXXXX] By: __________________________ Name: Title: Date: [  ] |US-DOCS\148390876.14|| EXHIBIT L-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Loan and Servicing Agreement, dated as of April 19, 2024 (as the same may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof, the "Loan and Servicing Agreement"), by and among Diameter Credit Company Holdings II LLC, as the borrower (together with its successors and assigns in such capacity, the "Borrower"), Diameter Credit Company, as the transferor (together with its successors and assigns in such capacity, the "Transferor"), Diameter Credit Company, as the servicer (together with its successors and assigns in such capacity, the "Servicer"), each of the lenders from time to time party thereto (the "Lenders"), Xxxxxx Xxxxxxx Senior Funding, Inc., in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the "Administrative Agent"), Citibank, N.A., as the collateral agent, the collateral custodian and the account bank, and Siepe, LLC, as the collateral administrator. Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement. Pursuant to the provisions of Section 2.11 of the Loan and Servicing Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF XXXXXX] By: __________________________ Name: Title: Date: [  ] |US-DOCS\148390876.14|| EXHIBIT L-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Loan and Servicing Agreement, dated as of April 19, 2024 (as the same may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof, the "Loan and Servicing Agreement"), by and among Diameter Credit Company Holdings II LLC, as the borrower (together with its successors and assigns in such capacity, the "Borrower"), Diameter Credit Company, as the transferor (together with its successors and assigns in such capacity, the "Transferor"), Diameter Credit Company, as the servicer (together with its successors and assigns in such capacity, the "Servicer"), each of the lenders from time to time party thereto (the "Lenders"), Xxxxxx Xxxxxxx Senior Funding, Inc., in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the "Administrative Agent"), Citibank, N.A., as the collateral agent, the collateral custodian and the account bank, and Siepe, LLC, as the collateral administrator. Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement. Pursuant to the provisions of Section 2.11 of the Loan and Servicing Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with an IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF XXXXXX] By: __________________________ |US-DOCS\148390876.14|| Name: Title: Date: [  ] |US-DOCS\148390876.14|| EXHIBIT L-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Loan and Servicing Agreement, dated as of April 19, 2024 (as the same may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof, the "Loan and Servicing Agreement"), by and among Diameter Credit Company Holdings II LLC, as the borrower (together with its successors and assigns in such capacity, the "Borrower"), Diameter Credit Company, as the transferor (together with its successors and assigns in such capacity, the "Transferor"), Diameter Credit Company, as the servicer (together with its successors and assigns in such capacity, the "Servicer"), each of the lenders from time to time party thereto (the "Lenders"), Xxxxxx Xxxxxxx Senior Funding, Inc., in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the "Administrative Agent"), Citibank, N.A., as the collateral agent, the collateral custodian and the account bank, and Siepe, LLC, as the collateral administrator. Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement. Pursuant to the provisions of Section 2.11 of the Loan and Servicing Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Loan and Servicing Agreement or any other Transaction Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF XXXXXX] |US-DOCS\148390876.14|| By: __________________________ Name: Title: Date: [  ] |US-DOCS\148390876.14|| EXHIBIT M FORM OF JOINDER SUPPLEMENT JOINDER SUPPLEMENT, dated as of the date set forth in Item 1 of Schedule I hereto, among the financial institution identified in Item 2 of Schedule I hereto, Diameter Credit Company Holdings II LLC, as the borrower (the “Borrower”) and XXXXXX XXXXXXX Senior FUNDING, INC., as the administrative agent (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:.

Appears in 1 contract

Samples: Loan and Servicing Agreement (Diameter Credit Co)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 _________________________ 5 If assignment is made pursuant to Section 2.19 and Borrower has made the payments required by said Section, the Assignor’s portion of payments in respect of the Assigned Interest shall be payable to the Borrower. ADMINISTRATIVE QUESTIONNAIRE [(Schedule to be supplied by Closing Unit or Trading Documentation Unit) )] US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS [(Schedule to be supplied by Closing Unit or Trading Documentation Unit) )] EXHIBIT D FORM OF PROMISSORY LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION To UBS AG, Stamford Branch, as Agent (the “Agent”) under the Credit Agreement Described Below. Re: Term Loan Agreement, dated September 26, 2008 (as the same may be amended or modified, the “Credit Agreement”), among Oklahoma Gas and Electric Company (the “Borrower”), the Lenders named therein and the Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement. The Agent is specifically authorized and directed to act upon the following standing money transfer instructions with respect to the proceeds of Advances or other extensions of credit from time to time until receipt by the Agent of a specific written revocation of such instructions by the Borrower; provided, however, that the Agent may otherwise transfer funds as hereafter directed in writing by the Borrower in accordance with Section 13.1 of the Credit Agreement or based on any telephonic notice made in accordance with Section 2.14 of the Credit Agreement. Customer/Account Name Transfer Funds To For Account No. Reference/Attention To Authorized Officer (Customer Representative) Date (Please Print) Signature Bank Officer Name Date (Please Print) Signature (Deliver Completed Form to Credit Support Staff For Immediate Processing) D-1 EXHIBIT E NOTE , 20 UNITED STATIONERS SUPPLY CO.[Date] OKLAHOMA GAS AND ELECTRIC COMPANY, an Illinois Oklahoma corporation (the “Borrower”), promises to pay to the order of or its registered assigns ____________________________________ (the “Lender”) on the Stated Facility Termination Date __________ DOLLARS ($_____) or, if less, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at [_______________________________________, for the main office account of JPMorgan Chase BankUBS AG, N.A. in Chicago, IllinoisStamford Branch, as Administrative Agent (the “Agent”), together with accrued but unpaid interest thereon. The Borrower shall pay interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, Term Loan Agreement dated as of July 5. 2007 September 26, 2008 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the UBS AG, Stamford Branch, as Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. Any assignment of this Note, or any rights or interest herein, may only be made in accordance with the terms and conditions of the Agreement. This Note is a registered Note and, as provided in the Agreement, the Borrower, the Agent and the Lenders may treat the person whose name is recorded in the Register as the owner hereof for all purposes, notwithstanding notice to the contrary. The entries in the Register shall be conclusive, absent manifest error. This Note shall be governed by, and construed in accordance with, the internal law laws of the State of New York, but giving effect to federal laws. UNITED STATIONERS SUPPLY CO. OKLAHOMA GAS AND ELECTRIC COMPANY By: Print Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO.OKLAHOMA GAS AND ELECTRIC COMPANY, DATED [DATE]_____________ ____, 20 20___ Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:Balance

Appears in 1 contract

Samples: Term Loan Agreement (Oge Energy Corp.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule 13 By confirming that it meets all the requirements to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS an assignee under Section 10.6 of the Credit Agreement, the assignee is also confirming that it is not an Ineligible Institution (Schedule to be supplied by Closing Unit or Trading Documentation Unit) see Section 10.6(b)(ii)(E)). EXHIBIT D B TO CREDIT AGREEMENT [FORM OF PROMISSORY OF] NOTE $[ ] New York, 20 UNITED STATIONERS SUPPLY CO.New York __________ ___, an Illinois 20___ FOR VALUE RECEIVED, the undersigned, Kimco Realty Corporation, a Maryland corporation (the “Borrower”), hereby unconditionally promises to pay to the order of or its registered assigns _______________________________ (the “Lender”) at the office of PNC Bank, National Association, located at One PNC Plaza, 000 Xxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 (or at such other address as the Administrative Agent may hereafter specify by notice to the Borrower), in immediately available funds, on the date or dates specified in the Credit Agreement referred to below, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II Section 2.2 of the Agreement (as hereinafter defined)Credit Agreement. All payments due to the Lender hereunder shall be made to the Lender at the place, in immediately available funds the currency and in the manner specified in such Credit Agreement. The Borrower further agrees to pay interest in like money at the main such office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates set forth specified in the Section 2.6 of such Credit Agreement. The Borrower shall pay the principal holder of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required this Note is authorized to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached heretohereto and made a part hereof the date, Type and amount of each Loan made pursuant to the Credit Agreement, each continuation thereof, each conversion of all or a portion thereof to otherwise record in accordance with its usual practiceanother Type, the date and amount of each Loan and payment or prepayment of principal thereof and, in the date and amount case of Eurocurrency Loans, the length of each principal payment hereunderInterest Period with respect thereto. Each such recordation shall constitute prima facie evidence of the accuracy of the information endorsed, provided that the failure of the holder of this Note to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower in respect of such Loan. This Note (a) is one of the Notes issued pursuant to, and is entitled referred to in the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, Agreement dated as of July 5. 2007 January 30, 2015 (whichas amended, as it may be amended supplemented or otherwise modified and in effect from time to time, is herein called the “Credit Agreement”) among Kimco Realty Corporation, a Maryland corporation, the several banks, financial institutions and other entities from time to time party thereto (collectively, the “Lenders”), among the BorrowerPNC Bank, United Stationers Inc.National Association, as a credit partyAdministrative Agent, and the lenders other agents party thereto, including (b) is subject to the Lender, and the Agent, to which Agreement reference is hereby made for a statement provisions of the terms Credit Agreement and conditions governing this Note(c) is subject to optional prepayment in whole or in part as provided in the Credit Agreement. From time to time, including the terms and conditions obligations of the Borrower under which this Note may be prepaid guaranteed as provided in the Subsidiary Guarantees, if any. Upon the occurrence of any one or its maturity date accelerated. This more of the Events of Default, all amounts then remaining unpaid on this Note is secured pursuant shall become, or may be declared to the Collateral Documents be, immediately due and guaranteed pursuant to the Guarantypayable, all as more specifically described provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and reference is made thereto for a statement all other notices of any kind. 1054551v3 015081.0102 Unless otherwise defined herein, terms defined in the terms Credit Agreement and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with shall have the meanings attributed given to them in the Credit Agreement. This Note shall be governed byTHIS NOTE SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, the internal law of the State of New YorkTHE LAWS OF THE STATE OF NEW YORK. UNITED STATIONERS SUPPLY CO. KIMCO REALTY CORPORATION By: Name: Title: SCHEDULE Schedule A To Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 (ALL IN U.S. DOLLARS) Date Principal Amount of Loan Maturity ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By Schedule B To Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to or Continued as Eurocurrency Loans Interest Period and Eurocurrency Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount Paid of Eurocurrency Loans Converted to ABR Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT E C TO CREDIT AGREEMENT [FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit AgreementOF] SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of July 5[__________ __], 2007 20[__] (as amended amended, supplemented or otherwise modified from time to time, this “Subsidiary Guarantee”), made by each of the subsidiaries of KIMCO REALTY CORPORATION (“Kimco” or the “Borrower”) that are signatories hereto (the “Subsidiary Guarantors”), in favor of PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”) for the several banks, financial institutions and other entities from time to time party to the Credit Agreement (the “Lenders”), dated as of January 30, 2015 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit partyKimco, the financial institutions from time to time party thereto as lenders (Lenders, the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:other agents party thereto.

Appears in 1 contract

Samples: Credit Agreement (Kimco Realty Corp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law laws of the State of New YorkYork without regard to conflict of laws principles thereof. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE EXHIBIT D-2 BORROWER ASSIGNMENT AND ASSUMPTION AGREEMENT This Borrower Assignment and Assumption Agreement (Schedule to be supplied the “Assignment”) is dated as of the Effective Date set forth below and is entered into by Closing Unit or Trading Documentation Unitand between [Insert name of Assignor] (the “Assignor”) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE and Regal Cinemas Corporation, 20 UNITED STATIONERS SUPPLY CO., an Illinois a Delaware corporation (the “BorrowerAssignee”), promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and but not otherwise defined herein are used with shall have the meanings attributed given to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 Agreement identified below (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, or otherwise renewed, refinanced or replaced from time to time (including subsequent or successive renewals, refinancings or replacements, and pursuant to one or more agreements or facilities), the “Credit Agreement”), among United Stationers Supply Co. (receipt of a copy of which is hereby acknowledged by the “Borrower”)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 as if set forth herein in full. For an agreed consideration, United Stationers Inc.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 a credit partyof the Effective Date inserted by Administrative Agent as contemplated below, (i) the financial institutions from time interest in and to time party all of the Assignor’s rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto as lenders that represents the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (including, to the “Lenders”extent included in any such facilities, letters of credit), and JPMorgan Chase Bank(ii) to the extent permitted to be assigned under applicable law, N.A.all claims, suits, causes of action and any other right of the Assignor (in its capacity as Administrative Agent 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 by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the AgentAssigned Interest”). Terms defined Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and the Credit Agreement are used herein as therein defined. (Agreement, without representation or warranty by the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:Assignor.

Appears in 1 contract

Samples: Credit Agreement (Regal Entertainment Group)

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D B FORM OF PROMISSORY NOTE ASSIGNMENT OF EARNINGS (this “Assignment”) Seahawk Drilling, 20 UNITED STATIONERS SUPPLY CO.LLC, an Illinois corporation a Delaware limited liability company (the “BorrowerAssignor”), promises to pay to the order owner of or its registered assigns the vessels listed on Schedule I attached hereto (the “LenderVessels) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at consideration of One Dollar and No/100 ($1.00) in lawful money of the main office United States of JPMorgan Chase BankAmerica and for other good and valuable consideration, N.A. in Chicagothe receipt and sufficiency of which are hereby acknowledged, Illinois(a) has sold, assigned, transferred and set over, and by this instrument does sell, assign, transfer and set over unto Natixis, New York Branch, as Administrative Agent administrative agent (in such capacity as administrative agent, the “AgentAssignee), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made ) under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year that certain Revolving Credit Agreement, Agreement dated as of July 5. 2007 (whichAugust ___, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2009 (as amended amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)) among Seahawk Drilling, among United Stationers Supply Co. Inc. a Delaware corporation (the “Borrower”), United Stationers Inc.as borrower, certain of its Subsidiaries as a credit partyGuarantors, including the Assignor (collectively with the Borrower, the financial institutions from time to time party thereto as lenders (the LendersLoan Parties”), and JPMorgan Chase Bank, N.A.the Assignee, as Administrative Agent administrative agent, and the Lenders, and unto the Assignee’s successors and permitted assigns, to its and its successors’ and permitted assigns’ own proper use and benefit and (b) does hereby grant to the “Agent”). Terms Assignee a security interest in, in each case for the ratable benefit of the Secured Parties (as defined under the Credit Agreement) and as collateral security for the payment of the Obligations and the performance and observance of all agreements, covenants and provisions contained in this Assignment, the other Loan Documents and any Swap Contracts with any Swap Counterparty (as defined in the Credit Agreement are Agreement), all the right, title, interest, claim and demand of the Assignor in and to (i) all freights, hire and other moneys earned and to be earned, due or to become due, or paid or payable to, or for the account of, the Assignor, of whatsoever nature, arising out of or as a result of the use, operation, pooling or chartering by the Assignor or its agents of the Vessels, including, without limitation, all rights arising out of the owner’s lien on cargoes and subfreights thereunder, (ii) all moneys and claims for moneys due and to become due to the Assignor, and all claims for damages, arising out of the breach of any and all present and future drilling contracts, charter parties, pooling arrangements, bills of lading, contracts and other engagements of affreightment or for the carriage or transportation of cargo, and operations of every kind whatsoever of any Vessel and in and to any and all claims and causes of action for money, loss or damages that may accrue or belong to the Assignor, its successors or assigns, arising out of or in any way connected with the present or future use, operation, pooling or chartering of any Vessel or arising out of or in any way connected with any and all present and future requisitions, drilling contracts, charter parties, pooling arrangements, bills of lading, contracts and other engagements of affreightment or for the carriage or transportation of cargo, and other operations of any Vessel, (iii) all moneys and claims due and to become due to the Assignor, and all claims for damages and all insurances and other proceeds, in respect of the actual or constructive total loss of or requisition of use of or title to any Vessel, and (iv) any proceeds of any of the foregoing and all interest and earnings from the investment of any of the foregoing and the proceeds thereof. Capitalized terms used herein and not otherwise defined shall be used herein as therein defined. (defined in the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:Credit Agreement.

Appears in 1 contract

Samples: Pledge Agreement (Seahawk Drilling, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy telecopy, email or other electronic method of transmission shall be effective as delivery deliver of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D B FORM OF PROMISSORY NOTE BORROWING BASE CERTIFICATE Monthly accounting period ended , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”), promises Reference is made to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year that certain Senior Secured Revolving Credit Agreement, dated as of July 5. 2007 (whichApril 14, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2021 (as amended amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among United Stationers Supply Co. OWL ROCK CORE INCOME CORP., a Maryland corporation (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A.Sumitomo Mitsui Banking Corporation, as the Administrative Agent (the “Agent”). Terms Capitalized terms used herein without definition are so used as defined in the Credit Agreement are used herein as therein definedAgreement. (Pursuant to Section 5.01(d) of the “Designating Lender”)Credit Agreement, (the “Designated Lender”)undersigned, the of the Borrower, and as such a Financial Officer of the Borrower, hereby certifies, represents and warrants on behalf of the Borrower agree that (a) attached hereto as follows:Annex 1 is (i) a complete and correct list as of the end of the monthly accounting period ended , 20 of all Portfolio Investments included in the Collateral and (ii) a true and correct calculation of the Borrowing Base as of the end of such monthly accounting period determined in accordance with the requirements of the Credit Agreement, and (b) without limiting the generality of the foregoing, all Portfolio Investments included in the calculation of the Borrowing Base herein have been Delivered (as defined in the Guarantee and Security Agreement) to the Collateral Agent.

Appears in 1 contract

Samples: Secured Revolving Credit Agreement (Owl Rock Core Income Corp.)

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery This Assignment and Acceptance may, if agreed by Bank of America, be in the form of an Electronic Record and may be executed counterpart of a signature page of this Assignment using Electronic Signatures (including, without limitation, facsimile and Assumption by telecopy .pdf) and shall be effective considered an original, and shall have the same legal effect, validity and enforceability as delivery of a manually executed counterpart of this Assignment and Assumptionpaper record. This Assignment and Assumption Acceptance may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Assignment and Acceptance. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by Bank of America of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, Bank of America is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by Bank of America pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent Bank of America has agreed to accept such Electronic Signature, Bank of America shall be entitled to rely on any such Electronic Signature without further verification and (b) upon the request of Bank of America any Electronic Signature shall be promptly followed by a manually executed, original counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time. This Assignment and Acceptance shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) C-5 Form of Assignment and Acceptance EXHIBIT D FORM OF PROMISSORY NOTE ASSUMPTION AGREEMENT Dated: _____________, 20 UNITED STATIONERS SUPPLY CO.20__ The Gap, an Illinois corporation (Inc. 0 Xxxxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Treasurer Bank of America, N.A. as Agent for the “Borrower”), promises to pay Lender Parties to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans Credit Agreement referred to below [ADDRESS] Attention: Credit Administration Ladies and Gentlemen: Reference is made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Fourth Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 513, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among The Gap, Inc., a Delaware corporation (the “Parent Borrower”), certain of the Parent Borrower’s direct or indirect wholly-owned domestic subsidiaries from time to time party thereto, as borrowers (collectively referred to herein as the “U.S. Borrowers” and each, individually, as a “U.S. Borrower”), Gap (Canada) Inc., a Canadian corporation, Old Navy (Canada) Inc., a Canadian corporation, and certain of Parent Borrower’s other direct or indirect wholly-owned subsidiaries incorporated or organized under the laws of Canada or a province or territory thereof from time to time party thereto, as borrowers (collectively referred to herein as the “Canadian Borrowers” and each, individually, as a “Canadian Borrower” and together with the U.S. Borrowers, collectively, referred to herein as “Borrowers” and each, individually, as a “Borrower”), the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto, the Issuing Banks and Bank of America, N.A. (“Bank of America”), as administrative agent and collateral agent (together with any permitted successor in such capacity, the “Agent”). 2007 The undersigned (whichthe “Assuming Lender”) proposes to become an Assuming Lender pursuant to Section 2.06(b) of the Credit Agreement and, in that connection, hereby agrees that it shall become a Lender for purposes of the Credit Agreement on the applicable Commitment Increase Effective Date and that its [Revolving Credit Commitment][FILO Term Loan] shall as of such date be $__________. The undersigned (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assumption Agreement and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.07(b)(iii) and (v) of the Credit Agreement, (iii) from and after the Commitment Increase Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its [Revolving Credit Commitment][FILO Term Loan], shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by its [Revolving D-1 Form of Assumption Agreement Credit Commitment][FILO Term Loan] and it is experienced in transactions of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 7.04 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assumption Agreement, (vi) it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assumption Agreement, and (vii) if it is a foreign lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by it; and (b) agrees that (i) it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. The effective date for this Assumption Agreement shall be the applicable Commitment Increase Effective Date. Upon delivery of this Assumption Agreement to the Parent Borrower and the Agent, and satisfaction of all conditions imposed under Section 2.06(b) as of [date specified above], the undersigned shall be a party to the Credit Agreement and have the rights and obligations of a Lender thereunder. As of [date specified above], the Agent shall make all payments under the Credit Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and facility fees) to the Assuming Lender. This Assumption Agreement may be executed in counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. This Assumption Agreement may, if agreed by Bank of America, be in the form of an Electronic Record and may be executed using Electronic Signatures (including, without limitation, facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. This Assumption Agreement may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Assumption Agreement. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by Bank of America of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, Bank of America is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by Bank of America pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent Bank of America has agreed to accept such Electronic Signature, Bank of America shall be entitled to rely on any such Electronic Signature without further verification and (b) upon the request of Bank of America any Electronic Signature shall be promptly followed by a manually executed, original counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which . Form of Assumption Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note Assumption Agreement shall be governed by, and construed in accordance with, the internal law laws of the State of New York. UNITED STATIONERS SUPPLY COVery truly yours, [NAME OF XXXXXXXX XXXXXX] By: Name: Title: Acknowledged and Agreed to: THE GAP, INC. By: Name: Title: SCHEDULE BANK OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO.AMERICA, DATED [DATE], 20 Date Principal Amount N.A. By: Name: Title: D-3 Form of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance Assumption Agreement EXHIBIT E FORM OF DESIGNATION ADMINISTRATIVE QUESTIONNAIRE [On file with the Agent] E-1 Form of Administrative Questionnaire EXHIBIT F FORM OF ABL INTERCREDITOR AGREEMENT Reference is made to the Second Amended [See Attached] [Form of] INTERCREDITOR AGREEMENT by and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase BankBANK OF AMERICA, N.A., as Administrative Agent (ABL Agent, and [ ], as [First Lien Notes Agent]14 Dated as of [ ], 20[ ] 14 If the fixed asset facility is not first lien notes, defined terms referring to the “Agent”First Lien Notes” and related terms to be updated throughout to reflect the nature of the facility (e.g. a term loan credit agreement). Terms defined in the Credit F-1 Form of ABL Intercreditor Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:TABLE OF CONTENTS Page No.

Appears in 1 contract

Samples: Intercreditor Agreement (Gap Inc)

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General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in by one or more of the parties hereto on any number of separate counterparts, each of which together shall be an original, but all of which, taken together, shall constitute one instrumentoriginal agreement. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile, email or other electronic transmission (including in portable document format (“pdf”) or other similar format) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumptionhereof. This Assignment and Assumption shall be construed in accordance with and governed by, and construed in accordance with, the internal law of the State of New YorkYork without regard to conflicts of principles of law that would require the application of the laws of another jurisdiction. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE Form of COMPLIANCE CERTIFICATE I, 20 UNITED STATIONERS SUPPLY CO.[_________], an Illinois corporation the [Financial Officer] of [_____________] (the “Borrower”in such capacity and not in my individual capacity), promises hereby certify that, with respect to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second that certain Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (whichJune 2, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2015 (as amended amended, restated, supplemented, extended, renewed, refunded, replaced, refinanced or otherwise modified from time to timetime in one or more agreements, the “Credit Agreement”), by and among United Stationers Supply Co. (NOVELIS INC., a corporation amalgamated under the “Borrower”)Canada Business Corporations Act, United Stationers Inc.AV METALS INC., as a credit partycorporation formed under the Canada Business Corporations Act, the financial institutions Subsidiary Guarantors from time to time party thereto as lenders (such term and each other capitalized term used but not defined herein having the “Lenders”meaning given to it in the Credit Agreement), and JPMorgan Chase Bankthe Lenders from time to time party thereto, BANK OF AMERICA, N.A., as Administrative Agent (the “and as Collateral Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as followsother parties party thereto:

Appears in 1 contract

Samples: Credit Agreement (Novelis Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law laws of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D [FORM OF OF] PROMISSORY NOTE [Date] , 20 UNITED STATIONERS SUPPLY CO., an Illinois a corporation (the “Borrower”), promises to pay to the order of or its registered assigns (the “Lender”) on the date or dates set forth in the Credit Agreement DOLLARS ($ ) or, if less, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Credit Agreement (as hereinafter defined)referred to below, in immediately available funds at the main office of JPMorgan Chase Bank, N.A. N.A., in ChicagoNew York, IllinoisNew York, as Administrative Agent (the “Agent”), together with accrued but unpaid interest thereon. The Borrower shall pay interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, Agreement dated as of July 5. 2007 December 7, 2016 (whichas amended, as it may be restated, amended or and restated, supplemented, extended and/or otherwise modified and in effect from time to time, is herein called the “Credit Agreement”), among the BorrowerAmeren Corporation, United Stationers Inc., as a credit partyAmeren Illinois Company, the lenders party thereto, including the Lender, and the JPMorgan Chase Bank, N.A., as Agent, to which Credit Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and but not otherwise defined herein are used with shall have the meanings attributed to them meaning specified in the Credit Agreement. This Note shall be governed byTHIS NOTE SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the internal law of the State of New York. UNITED STATIONERS SUPPLY COTHE LAWS OF THE STATE OF NEW YORK. By: Print Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:Balance

Appears in 1 contract

Samples: Credit Agreement (Ameren Illinois Co)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to Concurrent with the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page execution of this Assignment and Assumption by telecopy shall be effective as delivery Lease, Tenant has delivered to Landlord a Letter of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”), promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement Credit (as hereinafter defined) in the amount specified in the Basic Lease Information of this Lease, as security for the faithful performance and observance by Tenant of the terms, covenants and conditions of this Lease. The Letter of Credit shall be in the form of a clean, irrevocable, non-documentary and unconditional letter of credit (the "Letter of Credit") issued by and drawable upon a commercial bank which is satisfactory to Landlord (the "Issuing Bank"), which has outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as "+" or "-" or numerical notation, "Aa" or better by Mxxxx'x Investors Service and "AA" or better by Standard & Poor's Rating Service, and has combined capital, surplus and undivided profits of not less than $2,000,000,000. The Letter of Credit shall (i) name Landlord as beneficiary, (ii) have a term of not less than one year, (iii) permit multiple drawings, (iv) either (x) be fully transferable by Landlord without the payment of any fees or charges by Landlord, or (y) Tenant shall be obligated to cause a replacement Letter of Credit to be issued for the benefit of Landlord's transferee, at no fee or charge to Landlord, subject only to the return of the original Letter of Credit, and (v) otherwise be in immediately available funds at form and content reasonably satisfactory to Landlord. If upon any transfer of the main office Letter of JPMorgan Chase BankCredit, N.A. any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Landlord. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the Term (and in Chicagono event shall the Letter of Credit expire prior to the sixtieth (60th) day following the scheduled expiration date of the Term or any renewal Term); provided, Illinoishowever, as Administrative Agent the Issuing Bank may retain the right to send duplicate notices (the “Agent”)"Non-Renewal Notices") to Landlord and Tenant by certified mail, together with interest on return receipt requested, not less than sixty (60) days next preceding the unpaid principal amount hereof at then- expiration date of the rates and on Letter of Credit, stating that the dates set forth in Issuing Bank has elected not to renew the AgreementLetter of Credit. The Borrower Issuing Bank shall pay the principal of agree with all drawers, endorsers and accrued bona fide holders that drafts drawn under and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under compliance with the terms of Article II the Letter of Credit will be duly honored upon presentation to the AgreementIssuing Bank or its correspondent bank at an office location in Dallas, Texas. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record Letter of Credit shall be subject in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled all respects to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 International Standard Practice 1998 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”ISP 98), among the BorrowerInternational Chamber of Commerce Practice, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date acceleratedPublication No. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO590., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:

Appears in 1 contract

Samples: Lease Agreement (Aeglea BioTherapeutics, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic communications shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, by and construed in accordance with, with the internal law of the State of New York, other than those conflict of law provisions that would defer to the substantive laws of another jurisdiction. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE This governing law election has been made by the parties in reliance (Schedule at least in part) on Section 5–1401 of the General Obligations Law of the State of New York, as amended (as and to be supplied by Closing Unit or Trading Documentation Unitthe extent applicable), and other applicable law. STANDARD TERMS AND CONDITIONS TO THE ASSIGNMENT AND ASSUMPTION, Solo Page EXHIBIT B TO IHS MARKIT LTD. CREDIT AGREEMENT COMPLIANCE CERTIFICATE EXHIBIT B, Cover Page COMPLIANCE CERTIFICATE for the quarter ended __________ __, _____ To: HSBC Bank USA, N.A., Corporate Trust & Loan Agency 000 0xx Xxxxxx Xxx Xxxx, XX 00000 and each Lender Ladies and Gentlemen: This Compliance Certificate (the “Certificate”) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS is being delivered pursuant to Section 5.01(c) of that certain Credit Agreement (Schedule to be supplied by Closing Unit or Trading Documentation Unitas amended, the “Agreement”) EXHIBIT D FORM OF PROMISSORY NOTE dated as of June 25, 20 UNITED STATIONERS SUPPLY CO.2018, an Illinois corporation among IHS Markit Ltd. (the “Borrower”), promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined)HSBC Bank USA, in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, National Association as Administrative Agent (Agent, and the “Agent”)Lenders from time to time party thereto. All capitalized terms, together with interest on unless otherwise defined herein, shall have the unpaid principal amount hereof at the rates and on the dates set forth same meanings as in the Agreement. The Borrower All the calculations set forth below shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under pursuant to the terms of Article II of the Agreement. The Lender shallundersigned, a Financial Officer of the Borrower in his capacity as such Financial Officer and is not in his individual capacity, does hereby authorized to, record on certify to the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan Administrative Agent and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as followsLenders that:

Appears in 1 contract

Samples: Credit Agreement (IHS Markit Ltd.)

General Provisions. This Assignment and Assumption SECTION 2.01 DESIGNATION OF 2008 DEBENTURES; ESTABLISHMENT OF FORM. There shall be binding upona series of Securities designated "3.50% Convertible Debentures due November 1, 2008" of the Company (the "2008 Debentures"), and inure to the benefit ofform thereof shall be substantially as set forth in Annex A hereto, which is incorporated into and shall be deemed a part of this Second Supplemental Indenture, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the parties hereto Indenture, and their respective successors which may have such letters, numbers or other marks of identification and assigns. This Assignment and Assumption such legends or endorsements placed thereon as may be executed required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such 2008 Debentures, as evidenced by their execution of the 2008 Debentures (but which shall not, in any number case, affect the rights or duties of counterpartsthe Trustee as provided in the Indenture and this Second Supplemental Indenture). The 2008 Debentures will initially be issued in permanent global form, which together shall constitute one instrument. Delivery substantially in the form set forth in Annex A hereto (the "Global Securities"), registered in the name of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective The Depository Trust Company, or "DTC", as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed byDepositary, or its nominee, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”), promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of deposited with JPMorgan Chase Bank, N.A. in Chicagoas custodian for DTC, Illinois, for credit by DTC to the respective accounts of beneficial owners of the 2008 Debentures represented thereby (or such other accounts as Administrative Agent (they may direct). Each Global Security shall represent such of the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower Outstanding 2008 Debentures as shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date be specified therein and shall make such mandatory payments as are required to be made under provide that it shall represent the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and aggregate amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions Outstanding 2008 Debentures from time to time party thereto as lenders (endorsed thereon and that the “Lenders”)aggregate amount of Outstanding 2008 Debentures represented thereby may from time to time be reduced to reflect exchanges, conversions, repurchases and JPMorgan Chase Bankredemptions. Any endorsement of a Global Security to reflect the amount, N.A., as Administrative Agent (the “Agent”). Terms defined or any increase or decrease in the Credit Agreement are used herein amount, of Outstanding 2008 Debentures represented thereby shall be made by the Trustee in accordance with written instructions, or such other written form of instructions as therein definedis customary for the Depositary, from the Depositary or its nominee on behalf of any Person having the beneficial interest in the Global Security. (The Company initially appoints The Depository Trust Company to act as Depositary with respect to the “Designating Lender”)Global Securities. The Company initially appoints the Trustee to act as its Paying Agent and Conversion Agent, (with respect to the “Designated Lender”), and the Borrower agree as follows:2008 Debentures.

Appears in 1 contract

Samples: Indenture (Corning Inc /Ny)

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule EXHIBIT B to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D Credit Agreement FORM OF PROMISSORY NOTE $ ___, 20 UNITED STATIONERS SUPPLY CO.___ FOR VALUE RECEIVED, the undersigned, THE SXXXXXX-XXXXXXXX COMPANY, an Illinois Ohio corporation (the “BorrowerCompany”), unconditionally promises to pay to the order of or its registered assigns (the “Lender”) the principal sum of DOLLARS ($ ) or, if less, the aggregate unpaid principal amount of all Loans made by the Lender pursuant to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (whichApril 17, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2006 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among the Company, the financial institutions (including the Lender) from time to time parties thereto, Citicorp USA, Inc., as the Administrative Agent, and each of the other agents and the issuing bank party thereto, on such dates and in such amounts as are set forth in the Credit Agreement. The amounts payable under the Credit Agreement may be reduced only in accordance with the terms of the Credit Agreement. Unless otherwise defined, capitalized terms used herein have the meanings provided in the Credit Agreement. The Company also promises to pay interest on the unpaid principal amount hereof from time to time outstanding from and including the date hereof until maturity (whether by acceleration or otherwise) and, after maturity, until paid, at the rates per annum and on the dates specified in the Credit Agreement. Payments of both principal and interest are to be made without setoff or counterclaim in lawful money of the United Stationers Supply Co. States of America in same day or immediately available funds to the account designated by the Paying Agent. This Note is one of the Notes referred to in, and evidences the Loans made by the Lender under, the Credit Agreement, to which reference is made for a statement of the terms and conditions on which the Company is permitted and required to make prepayments and repayments of principal of the indebtedness evidenced by this Note and on which such indebtedness may be declared to be or shall automatically become immediately due and payable. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE SXXXXXX-XXXXXXXX COMPANY By Name: Title: LOAN AND PRINCIPAL PAYMENTS Amount Amount of Unpaid Notations Date of Loan Principal Repaid Principal Balance Made By EXHIBIT C to Credit Agreement [Letterhead of Company] FORM OF NOTICE OF LC REQUEST Certificate Date: ______ _, ____ Citicorp USA, Inc., as the Issuing Bank Facsimile: Attention: Citicorp USA, Inc., as the Administrative Agent Facsimile: Attention: Re: THE SXXXXXX-XXXXXXXX COMPANY— NOTICE OF LC REQUEST Ladies and Gentlemen: This Notice of LC Request is delivered to Citicorp USA, Inc., as the issuing bank (the “BorrowerIssuing Bank”), United Stationers Inc.pursuant to Section 2.04(b) of the Credit Agreement, dated as a credit partyof April 17, 2006 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among THE SXXXXXX-XXXXXXXX COMPANY, an Ohio corporation (the “Company”), the financial institutions from time to time party parties thereto as lenders (the “Lenders”), and JPMorgan Chase the Issuing Bank, N.A.and Citicorp USA, Inc., as the Administrative Agent (Agent. Unless otherwise defined herein, capitalized terms used herein have the “Agent”). Terms defined meanings provided in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:Agreement.

Appears in 1 contract

Samples: Credit Agreement (Sherwin Williams Co)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law laws of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D H FORM OF PROMISSORY NOTE New York, 20 UNITED STATIONERS SUPPLY CO.New York [ ], an Illinois 201[ ] FOR VALUE RECEIVED, the undersigned, CALIFORNIA RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to the order of [ ] or its registered assigns (the “Lender”), at the Administrative Agent’s Office or such other place as THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (the “Administrative Agent”) shall have specified, in Dollars and in immediately available funds, in accordance with Section 5.3 of the Credit Agreement (as defined below; capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in Article I of the Credit Agreement) on the Maturity Date the aggregate unpaid principal amount amount, if any, of all Loans advances made by the Lender to the Borrower in respect of Loans pursuant to Article II of the Agreement (as hereinafter defined), Credit Agreement. The Borrower further promises to pay interest in immediately available funds like money at the main such office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof from time to time outstanding at the rates per annum and on the dates set forth specified in Section 2.9 of the Credit Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Promissory Note is one of the Notes issued pursuant to, and is entitled promissory notes referred to the benefits of, the Second Amended and Restated Five-Year Revolving in Section 2.6(e) of that certain Credit Agreement, dated as of July 5. 2007 (whichAugust 12, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2016 (as amended amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions lenders from time to time party thereto as lenders (the “Lenders”), XXXXXXX XXXXX BANK USA, as lead arranger and JPMorgan Chase Bankbookrunner, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Administrative Agent and Collateral Agent (such terms and each other capitalized term used but not defined herein having the meaning provided in Article I of the Credit Agreement). This Promissory Note is subject to, and the Lender is entitled to the benefits of, the provisions of the Credit Agreement, and the Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Documents. The Loans evidenced hereby are subject to prepayment prior to the Maturity Date in whole or in part, as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Promissory Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive diligence, presentment, demand, protest and notice of any kind whatsoever in connection with this Promissory Note. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or the Lender, any right, remedy, power or privilege hereunder or under the Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. A waiver by the Administrative Agent or the Lender of any right, remedy, power or privilege hereunder or under any Credit Document on any one occasion shall not be construed as a bar to any right or remedy that the Administrative Agent or the Lender would otherwise have on any future occasion. The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights, remedies, powers and privileges provided by law. All payments in respect of the principal of and interest on this Promissory Note shall be made to the Person recorded in the Register as the holder of this Promissory Note, as described more fully in Section 2.6 of the Credit Agreement, and such Person shall be treated as the Lender hereunder for all purposes of the Credit Agreement. THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. CALIFORNIA RESOURCES CORPORATION By: Name: Title: Promissory Note California Resources Corporation Credit Agreement EXHIBIT I FORM OF FIRST LIEN INTERCREDITOR AGREEMENT PARI PASSU INTERCREDITOR AGREEMENT dated as of [_________] between JPMORGAN CHASE BANK, N.A., as First-Out Agent and The Bank of New York Mellon Trust Company, N.A., as Second-Out Agent THIS IS THE PARI PASSU INTERCREDITOR AGREEMENT REFERRED TO IN (A) THE CREDIT AGREEMENT DATED AS OF [______________], AMONG CALIFORNIA RESOURCES CORPORATION, CERTAIN OF ITS SUBSIDIARIES FROM TIME TO TIME PARTY THERETO AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND (B) THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 24, 2014, AMONG CALIFORNIA RESOURCES CORPORATION, CERTAIN OF ITS SUBSIDIARIES FROM TIME TO TIME PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT. Table of Contents Page ARTICLE I DEFINITIONS 2 Section 1.01 Construction; Certain Defined Terms 2 ARTICLE II PARI PASSU LIENS 13 Section 2.01 Lien Priorities 13 Section 2.02 Prohibition on Marshalling, Etc. 13 Section 2.03 No New Liens 14 Section 2.04 Similar Collateral and Agreements 14 Section 2.05 No Duties of First-Out Agent 14 ARTICLE III ENFORCEMENT RIGHTS; PURCHASE OPTIONS 15 Section 3.01 Limitation on Enforcement Action; Prohibition on Contesting Liens 15 Section 3.02 Standstill Period; Permitted Enforcement Action 16 Section 3.03 Insurance 17 Section 3.04 Notification of Release of Collateral 18 Section 3.05 No Interference; Payment Over 18 Section 3.06 Purchase Option 20 ARTICLE IV OTHER AGREEMENTS 22 Section 4.01 Release of Liens 22 Section 4.02 Certain Agreements With Respect to Insolvency or Liquidation Proceedings 23 Section 4.03 Reinstatement 28 Section 4.04 Refinancings; Additional Second-Out Debt. 28 Section 4.05 Amendments to Priority Debt Documents 30 Section 4.06 Legends 31 Section 4.07 Second-Out Secured Parties Rights as Unsecured Creditors; Judgment Lien Creditor 31 Section 4.08 Postponement of Subrogation 31 Section 4.09 Acknowledgment by the Secured Debt Representatives 31 ARTICLE V GRATUITOUS BAILMENT FOR PERFECTION OF CERTAIN SECURITY INTERESTS 32 Section 5.01 General 32 Section 5.02 Deposit Accounts 32 ARTICLE VI APPLICATION OF PROCEEDS; DETERMINATION OF AMOUNTS 33 Section 6.01 Application of Proceeds 33 Section 6.02 Determination of Amounts 33 ARTICLE VII NO RELIANCE; NO LIABILITY; OBLIGATIONS ABSOLUTE; CONSENT OF GRANTORS; ETC. 33 Section 7.01 No Reliance; Information 33 Section 7.02 No Warranties or Liability. 34 Section 7.03 Obligations Absolute 35 Section 7.04 Grantors Consent 35 ARTICLE VIII REPRESENTATIONS AND WARRANTIES 35 Section 8.01 Representations and Warranties of Each Party 35 Section 8.02 Representations and Warranties of Each Representative 36 ARTICLE IX MISCELLANEOUS 36 Section 9.01 Notices 36 Section 9.02 Waivers; Amendment 37 Section 9.03 Actions Upon Breach; Specific Performance 37 Section 9.04 Parties in Interest 38 Section 9.05 Survival of Agreement 38 Section 9.06 Counterparts 38 Section 9.07 Severability 38 Section 9.08 Governing Law; Jurisdiction; Consent to Service of Process 38 Section 9.09 WAIVER OF JURY TRIAL 39 Section 9.10 Headings 39 Section 9.11 Conflicts 39 Section 9.12 Provisions Solely to Define Relative Rights 39 Section 9.13 Certain Terms Concerning the First-Out Agent and the Second-Out Agent 39 Section 9.14 Authorization of Secured Agents 40 Section 9.15 Further Assurances 40 Section 9.16 Relationship of Secured Parties 40 PARI PASSU INTERCREDITOR AGREEMENT, dated as of [________], 2016 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), between JPMORGAN CHASE BANK, N.A., as administrative agent for the First-Out Secured Parties referred to herein (in such capacity, and together with its successors and assigns in such capacity, the “Original First-Out Agent”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as collateral agent for the Second-Out Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the “Original Second-Out Agent”) and acknowledged and agreed by California Resources Corporation, a Delaware corporation (the “AgentBorrower). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), ) and the Borrower agree as follows:other Grantors party hereto.

Appears in 1 contract

Samples: Credit Agreement (California Resources Corp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE F [Form of Confirming Bank Agreement] [Letterhead of Issuing Bank] , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”), promises to pay to the order [Name of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Confirming Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates ] [Address] Ladies and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. ByGentlemen: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, Agreement dated as of July 5February 16, 2007 2018 (as amended or amended, restated, supplemented and otherwise modified from time to timeand in effect on the date hereof, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”)AXA Equitable Holdings, United Stationers Inc., as a credit partythe Subsidiary Account Parties party thereto, the financial institutions from time to time Banks party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (for the “Agent”)Banks. Terms defined in the Credit Agreement are used herein as therein definedwith the same meanings. The undersigned is an issuing Bank (the “Designating LenderIssuing Bank”) under the Credit Agreement but is not on the date hereof a bank listed on the most current “List of Qualified U.S. Financial Institutions” approved by the NAIC. Accordingly, in order to be an “NAIC Approved Bank” for the purposes of the Credit Agreement, the undersigned hereby requests that you be a Confirming Bank with respect to the undersigned for the purposes of the Credit Agreement and each Letter of Credit issued by the Issuing Bank thereunder. By your signature below, you undertake that any draft drawn under and in strict compliance with the terms of any Letter of Credit issued by the Issuing Bank under the Credit Agreement will be duly honored by you as if, and to the extent, you were the Issuing Bank under such Letter of Credit. Notwithstanding the foregoing, your liability under all Letters of Credit at any one time issued under the Credit Agreement shall be limited to an amount (the “Liability Limit”) equal to the Commitment of the undersigned under the Credit Agreement in effect on the date hereof (an amount equal to $[ ]), as such Liability Limit may be increased after the date hereof with your prior written consent by reason of an increase in the Commitment of the undersigned under the Credit Agreement. In addition, you hereby irrevocably appoint and designate the Administrative Agent as your attorney-in-fact, acting through any duly authorized officer of JPMorgan, to execute and deliver, at any time prior to the Commitment Termination Date in effect on the date of this letter agreement, in your name and on your behalf each Letter of Credit to be confirmed by you in accordance herewith and with the Credit Agreement. You agree that, promptly upon the request of the Administrative Agent, you will furnish to the Administrative Agent such powers of attorney or other evidence as any beneficiary of any Letter of Credit may reasonably request in order to demonstrate that the Administrative Agent has the power to act as attorney-in-fact for you in connection with the execution and delivery of such Letter of Credit. In consideration of the foregoing, the undersigned agrees that if you shall make any LC Disbursement in respect of any Letter of Credit, regardless of the identity of the account party of such Letter of Credit, the undersigned shall reimburse you by paying to you an amount equal to the amount of the LC Disbursement made by you, such payment to be made not later than 5:00 p.m., New York City time, on the Domestic Business Day immediately following the day that the undersigned receives notice of such LC Disbursement. The undersigned’s obligations to reimburse you as provided in the foregoing sentence shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this letter agreement under any and all circumstances whatsoever, and irrespective of any event or circumstance of the type described in Section 2.11(b) of the Credit Agreement (or of any analogous event or circumstance relating to the undersigned). If any LC Disbursement is made by you, then, unless the undersigned shall reimburse the amount of such LC Disbursement to you in full on the date such LC Disbursement is made by you, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date of reimbursement, at the rate per annum equal to (i) the Federal Funds Rate to but excluding the date three Business Days after such LC Disbursement and (ii) from and including the date three Business Days after such LC Disbursement, 2% plus the Federal Funds Rate. This letter agreement shall be governed by and construed in accordance with the law of the State of New York. Please indicate your acceptance of the foregoing terms and conditions by signing the three enclosed copies of this letter agreement and returning (a) one such signed copy to the undersigned at the address indicated above, (b) one such signed copy to the Administrative Agent at JPMorgan Chase Bank, N.A., 500 Xxxxxxx Xxxxxxxxxx Road, NCC5, 1st Floor, Newark, Delaware, 19713, Attention: Loan and Agency Services (Tel. No. (000) 000-0000; Fax No. (000) 000-0000) and (c) one such signed copy to the Company at its address specified in Section 10.01 of the Credit Agreement. [NAME OF ISSUING BANK] By: Name: Title: AGREED AS AFORESAID: [NAME OF CONFIRMING BANK] By: Name: Title: EXHIBIT G [Form of Subsidiary Joinder Agreement] [ ], 20[ ] To JPMorgan Chase Bank, N.A., as Administrative Agent 000 Xxxxxxx Xxxxxxxxxx Xxxx, NCC5, 0xx Xxxxx Xxxxxx, XX 00000 Each of the Banks party to the Credit Agreement referred to below Re: Subsidiary Joinder Agreement Ladies and Gentlemen: Reference is made to the Credit Agreement (the “Credit Agreement”) dated as of February 16, 2018 among AXA Equitable Holdings, Inc. (the “Company”), the Subsidiary Account Parties party thereto, the Banks party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent (the “Designated LenderAdministrative Agent”), . Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Credit Agreement. The Company and the Borrower “Subject Subsidiary” (as identified on the signature pages below), have executed and hereby deliver this Subsidiary Joinder Agreement, pursuant to Section 10.13(a) of the Credit Agreement, in order to designate the Subject Subsidiary as a Subsidiary Account Party to the Credit Agreement. Accordingly, the Company and the Subject Subsidiary hereby represent and warrant and agree that as follows:of the “Joinder Effective Date” (as defined below):

Appears in 1 contract

Samples: Assignment and Assumption (AXA Equitable Holdings, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 Form of Assignment and Assumption EXHIBIT F-2 FORM OF ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation UnitSee Attached) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) Form of Administrative Questionnaire EXHIBIT D G FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation GUARANTY AGREEMENT (the “Borrower”), promises to pay to the order See Attached) G-1 Form of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Guaranty Agreement AMENDED AND RESTATED CONTINUING GUARANTY AMENDED AND RESTATED CONTINUING GUARANTY (as hereinafter defined)amended, in immediately available funds at the main office of JPMorgan Chase Bankmodified, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect restated and/or supplemented from time to time, is herein called the this AgreementGuaranty”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5August 29, 2007 2017 made by and among each of the undersigned guarantors (as amended or otherwise modified from time together with any other entity that becomes a party hereto pursuant to timeSection 19 hereof, each a “Guarantor” and collectively, the “Credit AgreementGuarantors), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank) in favor of BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with any successor administrative agent, the “Administrative Agent”), for the benefit of the Administrative Agent, the L/C Issuers and the Lenders (collectively, the “Guaranteed Parties”). Terms Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement are (as defined below) shall be used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:.

Appears in 1 contract

Samples: Credit Agreement (Empire State Realty OP, L.P.)

General Provisions. This Assignment and Assumption shall be binding upon, Assignment and Assumption and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF Assignment and Assumption [Form of Revolving Credit Note] PROMISSORY NOTE $[ ] [ ], 20 UNITED STATIONERS SUPPLY CO200[___] New York, New York FOR VALUE RECEIVED, HMS HOLDINGS CORP., an Illinois a New York corporation (the “Borrower”), hereby promises to pay to the order of or its registered assigns [NAME OF LENDER] (the “Lender”), at the offices of JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement referred to below, at 10 Xxxxx Xxxxxxxx, 00xx Xxxxx, Xxxxxxx, XX 00000-0000, or such other office as shall be notified to the Borrower from time to time, the principal sum of [DOLLAR AMOUNT] DOLLARS ($[ ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of all the Revolving Credit Loans made by the Lender to the Borrower pursuant to Article II of under the Agreement (as hereinafter definedCredit Agreement), in lawful money of the United States of America and in immediately available funds at funds, on the main office of JPMorgan Chase Bankdates and in the principal amounts provided in the Credit Agreement, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with and to pay interest on the unpaid principal amount hereof of each such Revolving Credit Loan, at such office, in like money and funds, for the period commencing on the date of such Revolving Credit Loan until such Revolving Credit Loan shall be paid in full, at the rates per annum and on the dates set forth provided in the Credit Agreement. The Borrower shall pay date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Revolving Credit Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of and accrued and unpaid interest on this Promissory Note, endorsed by the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, hereto or any continuation thereof; provided that the failure of the Lender to otherwise record make any such recordation or endorsement shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the Credit Agreement or hereunder in accordance with its usual practice, respect of the date and amount of each Loan and Revolving Credit Loans made by the date and amount of each principal payment hereunderLender. This Promissory Note is one of evidences Revolving Credit Loans made by the Notes issued pursuant to, and is entitled to Lender under the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 September 13, 2006 (whichas amended, as it may be amended or modified and supplemented and in effect from time to time, is herein called the “Credit Agreement”), among the Borrower, United Stationers Inc., as a credit partyHMS Holdings Corp., the lenders Guarantors party thereto, the Lenders party thereto (including the Lender) and JPMorgan Chase Bank, N.A., as Administrative Agent. Terms used but not defined in this Promissory Note have the respective meanings assigned to them in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of this Promissory Note upon the occurrence of certain events and the Agent, to which Agreement reference is hereby made for a statement prepayments of Revolving Credit Loans upon the terms and conditions governing specified therein. Except as permitted by Section 10.04 of the Credit Agreement, this Note, including the terms and conditions under which this Promissory Note may not be prepaid or its maturity date acceleratedassigned by the Lender to any other Person. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Promissory Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CORevolving Credit Note HMS HOLDINGS CORP. By: By Name: Title: Revolving Credit Note SCHEDULE OF REVOLVING CREDIT LOANS AND PAYMENTS OF PRINCIPAL TO This Promissory Note evidences Revolving Credit Loans made, continued or converted under the within-described Credit Agreement to the Borrower, on the dates, in the principal amounts, of the Types, bearing interest at the rates and having Interest Periods (if applicable) of the durations set forth below and pursuant to the Credit Agreement, subject to the continuations, conversions and payments and prepayments of principal set forth below: Amount Paid, Principal Duration of Prepaid, Amount of Type of Interest Interest Period Continued or Date Loan Loan Rate (if any) Converted Notation Made by Revolving Credit Note EXHIBIT B-2 [Form of Term Loan Note] PROMISSORY NOTE OF UNITED STATIONERS SUPPLY CO$[ ] [ ], 200[___] New York, New York FOR VALUE RECEIVED, HMS HOLDINGS CORP., DATED a New York corporation (the “Borrower”), hereby promises to pay to [DATENAME OF LENDER] (the “Lender”), at the offices of JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement referred to below, at 10 Xxxxx Xxxxxxxx, 00xx Xxxxx, Xxxxxxx, XX 00000-0000 or such other office as shall be notified to the Borrower from time to time, the principal sum of [DOLLAR AMOUNT] DOLLARS ($[ ]), 20 Date Principal Amount in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of the Term Loan Maturity made by the Lender to the Borrower, at such office, in like money and funds, for the period commencing on the date of such Term Loan until such Term Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate and duration of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is (if applicable) of the Term Loan made by the Lender to the Second Amended Borrower, and Restated Five-Year Revolving each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Promissory Note, endorsed by the Lender on the schedule attached hereto or any continuation thereof; provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the Credit Agreement or hereunder in respect of the Term Loan made by the Lender. This Promissory Note evidences the Term Loan made by the Lender under the Credit Agreement, dated as of July 5September 13, 2007 2006 (as amended or otherwise amended, modified and supplemented and in effect from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit partyHMS Holdings Corp., the financial institutions from time to time Guarantors party thereto, the Lenders party thereto as lenders (including the “Lenders”), Lender) and JPMorgan Chase Bank, N.A., as Administrative Agent Agent. Terms used but not defined in this Promissory Note have the respective meanings assigned to them in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of this Promissory Note upon the occurrence of certain events and for prepayments of Term Loans upon the terms and conditions specified therein. Except as permitted by Section 10.04 of the Credit Agreement, this Promissory Note may not be assigned by the Lender to any other Person. Term Loan Note This Promissory Note shall be governed by, and construed in accordance with, the law of the State of New York. HMS HOLDINGS CORP. By Name: Title: Term Loan Note SCHEDULE TO TERM LOAN NOTE This Promissory Note evidences a Term Loan made, continued or converted under the within-described Credit Agreement to the Borrower, on the dates, in the principal amounts, of the Types, bearing interest at the rates and having Interest Periods (if applicable) of the durations set forth below and pursuant to the Credit Agreement, subject to the continuations, conversions and payments and prepayments of principal set forth below: Amount Paid, Principal Duration of Prepaid, Amount of Type of Interest Interest Period Continued or Date Loan Loan Rate (if any) Converted Notation Made by Term Loan Note EXHIBIT B-3 [Form of Swingline Loan Note] PROMISSORY NOTE $2,500,000 [ ], 200[___] New York, New York FOR VALUE RECEIVED, HMS HOLDINGS CORP., a New York corporation (the “AgentBorrower”). Terms defined in the Credit Agreement are used herein as therein defined. , hereby promises to pay to JPMORGAN CHASE BANK, N.A. (the “Designating Lender”), at the offices of JPMorgan Chase Bank, N.A., as Swingline Lender under Credit Agreement referred below, at 10 Xxxxx Xxxxxxxx, 00xx Xxxxx, Xxxxxxx, XX 00000-0000 or such other office as shall be notified to the Borrower from time to time, the principal sum of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Swingline Loans made by the Lender to the Borrower under the Credit Agreement), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Swingline Loan, at such office, in like money and funds, for the period commencing on the date of such Swingline Loan until such Swingline Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Swingline Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Promissory Note, endorsed by the Lender on the schedule attached hereto or any continuation thereof; provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the Credit Agreement or hereunder in respect of the Swingline Loans made by the Lender. This Promissory Note evidences Swingline Loans made by the Lender under the Credit Agreement, dated as of September 13, 2006 (as amended, modified and supplemented and in effect from time to time, the “Credit Agreement”), among HMS Holdings Corp., the Guarantors party thereto, the lenders party thereto (including the Lender) and JPMorgan Chase Bank, N.A., as Administrative Agent. Terms used but not defined in this Promissory Note have the respective meanings assigned to them in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of this Promissory Note upon the occurrence of certain events and for prepayments of Swingline Loans upon the terms and conditions specified therein. Except as permitted by Section 10.04 of the Credit Agreement, this Promissory Note may not be assigned by the Lender to any other Person. Swingline Loan Note This Promissory Note shall be governed by, and construed in accordance with, the law of the State of New York. HMS HOLDINGS CORP. By Name: Title: Swingline Loan Note SCHEDULE OF SWINGLINE LOANS This Promissory Note evidences Swingline Loans made, continued or converted under the within-described Credit Agreement to the Borrower, on the dates, in the principal amounts, of the Types, bearing interest at the rates and having Interest Periods (if applicable) of the durations set forth below and pursuant to the Credit Agreement, subject to the continuations, conversions and payments and prepayments of principal set forth below: Amount Paid, Principal Duration of Prepaid, Amount of Type of Interest Interest Period Continued or Date Loan Loan Rate (if any) Converted Notation Made by Swingline Loan Note EXHIBIT C [Form of Security Agreement] [to be attached] Security Agreement EXHIBIT D [Form of Subsidiary Joinder Agreement] SUBSIDIARY JOINDER AGREEMENT SUBSIDIARY JOINDER AGREEMENT dated as of [ ], 200[___] by [NAME OF ADDITIONAL GUARANTOR], a [ ] [corporation][limited liability company][partnership] (the “Designated LenderAdditional Guarantor”), and in favor of JPMorgan Chase Bank, N.A., as administrative agent for the Borrower agree as follows:Lenders party to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

Appears in 1 contract

Samples: Credit Agreement (HMS Holdings Corp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D B FORM OF PROMISSORY BID RATE NOTE September 27, 20 UNITED STATIONERS SUPPLY CO2018 FOR VALUE RECEIVED, the undersigned, UDR, INC., an Illinois a Maryland corporation (the “Borrower”), hereby unconditionally promises to pay to the order of _________________________ or its registered assigns (the “Lender”) ), in care of Xxxxx Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”), to its address at 000 Xxxxx 0xx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, or at such other address as may be specified by the Administrative Agent to the Borrower, the aggregate unpaid principal amount of all Bid Rate Loans made by the Lender to the Borrower pursuant to Article II of under the Credit Agreement (as hereinafter defineddefined below), on the dates and in immediately available funds at the main office of JPMorgan Chase Bankprincipal amounts provided in the Credit Agreement, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with and to pay interest on the unpaid principal amount hereof of each such Bid Rate Loan, at such office at the rates and on the dates set forth provided in the Credit Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Bid Rate Note is one of the Notes issued pursuant to, and is entitled “Bid Rate Notes” referred to in the benefits of, the Second First Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (whichSeptember 27, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2018 (as amended amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among United Stationers Supply Co. (the Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (and their assignees under Section 12.5. thereof, the “Lenders”)Administrative Agent, and JPMorgan Chase Bankthe other parties thereto, N.A., as Administrative Agent (and evidences Bid Rate Loans made by the “Agent”)Lender thereunder. Terms used but not otherwise defined in this Bid Rate Note have the respective meanings assigned to them in the Credit Agreement. The Credit Agreement are used herein as therein definedprovides for the acceleration of the maturity of this Bid Rate Note upon the occurrence of certain events and for prepayments of Bid Rate Loans upon the terms and conditions specified therein. (the “Designating Lender”)The Borrower hereby waives presentment, (the “Designated Lender”)demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the Borrower agree part of the holder hereof shall operate as follows:a waiver of such rights. Time is of the essence for this Bid Rate Note. THIS BID RATE NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Appears in 1 contract

Samples: Credit Agreement (United Dominion Realty L P)

General Provisions. This Assignment With the express exception of any award, compensation, or payment made to Tenant for: (i) taking of the Tenant’s fixtures, equipment, furniture and Assumption shall other personal property, (ii) interruption of or damage to Tenant’s business, (iii) Tenant’s moving and relocation costs, or (iv) other damages which Tenant may become entitled by reason of Tenant’s interest in the Premises, all of which will be binding uponexclusively Tenant’s right to pursue and receive the award thereof from the appropriate government or agency or political subdivision, and inure Tenant hereby irrevocably assigns to Landlord, subject to the benefit ofterms hereof, any award, compensation or insurance payment to which Tenant may become entitled by reason of Tenant’s interest in the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterpartsPremises if the use, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law occupancy or title of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”), promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached heretoPremises, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to timeany part thereof, is taken, requisitioned or sold in, by or on account of any eminent domain proceeding or other action by any government or agency or political subdivision thereof having the power of eminent domain (herein called the “Agreement”), among the Borrower, United Stationers Inc., referred to as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to time, the Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “AgentTaking”). Terms defined All awards and compensation payments on account of any Taking are herein referred to as “Compensation”. Tenant hereby acknowledges and agrees that Landlord may appear in the Credit Agreement are used herein as therein defined. (the “Designating Lender”)any proceeding or action, (the “Designated Lender”)to negotiate, prosecute and adjust any claim for any Compensation, and Landlord will collect any such Compensation, subject to the Borrower agree as follows:terms hereof. Tenant will be entitled to participate in any such proceeding, action, negotiation, prosecution or adjustment, or assert its own claim to prove and receive an award for such Taking that represents compensation for its use or occupancy of the Premises during the Term or any item specifically set forth above for which Tenant may be paid directly; provided, however, that such claim does not diminish or reduce Landlord’s claim in any way.

Appears in 1 contract

Samples: Office Lease

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law laws of the State of New YorkYork without regard to conflict of laws principles thereof. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY B TO CREDIT AGREEMENT NOTE $[1][___,___,___] [2][MM/DD/YY] FOR VALUE RECEIVED, 20 UNITED STATIONERS SUPPLY COXCEL ENERGY INC., an Illinois a Minnesota corporation (the “Borrower”"Company"), promises to pay to the order of [NAME OF LENDER] ("Payee") or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by [1] DOLLARS ($[___,___,___][1]) on the Lender to the Borrower pursuant to Article II of the Agreement Final Maturity Date (as defined in the hereinafter defineddefined Credit Agreement), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with . The Company also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and on at the dates set forth in the Agreement. The Borrower times which shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record determined in accordance with its usual practicethe provisions of that certain Credit Agreement, dated as of January 22, 2003 (as it may be amended, supplemented or otherwise modified, the date "Credit Agreement"; the terms defined therein and amount of each Loan not otherwise defined herein being used herein as therein defined), by and among the Company and the date and amount of each principal payment hereunderLenders party thereto from time to time. This Note is one of the Notes "Notes" in the aggregate principal amount of $100,000,000 and is issued pursuant to, to and is entitled to the benefits of, of the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a more complete statement of the terms and conditions governing under which the Loan evidenced hereby was made and is to be repaid. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of the Payee or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of the obligations evidenced hereby shall have been executed, the Company and the Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of the date to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of the Company hereunder with respect to payments of principal of or interest on this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant subject to prepayment at the option of the Company, as provided in the Credit Agreement. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE COMPANY AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement. The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement. No reference herein to the Collateral Documents Credit Agreement and guaranteed pursuant no provision of this Note or the Credit Agreement shall alter or impair the obligations of the Company, which are absolute and unconditional, to pay the Guarantyprincipal of and interest on this Note at the place, at the respective times and in the currency herein prescribed. The Company promises to pay all costs and expenses, including reasonable attorneys' fees, all as more specifically described provided in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as incurred in the collection and enforcement of July 5this Note. Company and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, 2007 (as amended or otherwise modified from time without notice, and hereby waive diligence, presentment, protest, demand notice of every kind and, to timethe full extent permitted by law, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., right to plead any statute of limitations as a credit party, the financial institutions from time defense to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:any demand hereunder.

Appears in 1 contract

Samples: Credit Agreement (Xcel Energy Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy telecopy, email or other electronic method of transmission shall be as effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D B FORM OF PROMISSORY NOTE BORROWING BASE CERTIFICATE Monthly accounting period ended , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”), promises 201 Reference is made to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year that certain Senior Secured Revolving Credit Agreement, dated as of July 5. 2007 (whichSeptember 19, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2013 (as amended amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among United Stationers Supply Co. Xxxxxxx Xxxxx BDC, Inc., a Delaware corporation (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase SunTrust Bank, N.A., as the Administrative Agent (the “Agent”). Terms Capitalized terms used herein without definition are so used as defined in the Credit Agreement are used herein as therein definedAgreement. (the “Designating Lender”Pursuant to Sections 4.02(c), (the “Designated Lender”5.01(d), 5.01(e) or 6.05(d), as applicable, the undersigned, the of the Borrower, and as such a Financial Officer of the Borrower, hereby certifies in his or her official (and not personal) capacity, represents and warrants on behalf of the Borrower agree that (a) attached hereto as follows:Annex I is (i) a complete and correct list as of the end of the monthly accounting period ended , 201 of all Portfolio Investments included in the Collateral and (ii) a true and correct calculation of the Borrowing Base as of the end of such monthly accounting period determined in accordance with the requirements of the Credit Agreement, and (b) without limiting the generality of the foregoing, all Portfolio Investments included in the calculation of the Borrowing Base herein have been Delivered (as defined in, and to the extent required pursuant to the definition of “Deliver” and Section 7.01(a) of, Guarantee and Security Agreement) to the Collateral Agent.

Appears in 1 contract

Samples: Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Approved Electronic Platform shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) DB1/ 102580824.5 Exhibit A EXHIBIT D FORM OF PROMISSORY NOTE B BORROWING BASE CERTIFICATE Please see attached. Exhibit B DB1/ 102580824.5 EXHIBIT C COMPLIANCE CERTIFICATE _______________ ___, 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”), promises to pay 20___ To: The Lenders party to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower Credit Agreement described below This Compliance Certificate is furnished pursuant to Article II of the that certain Credit Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 March 29, 2019 (whichas amended, as it may be amended and restated, supplemented, modified, renewed, extended or modified and otherwise in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to time, the “Credit Agreement”)) by and among Nautilus, among United Stationers Supply Co. Inc., a Washington corporation (the “BorrowerCompany”), United Stationers Inc.Octane Fitness, LLC, a Delaware limited liability company (“Octane Fitness”; and together with the Company and any other Person (as defined in the Credit Agreement) that joins the Credit Agreement as a Borrower in accordance with the terms thereof are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as a credit partythe “Borrowers”), the financial institutions other Loan Parties (as defined in the Credit Agreement) from time to time party thereto, the lenders from time to time party thereto as lenders (collectively, the “Lenders”), and JPMorgan Chase X.X. Xxxxxx Xxxxx Bank, N.A.N.A. (in its individual capacity, “JPMCB”), as Administrative Agent administrative agent for itself and the other Secured Parties (as defined in the Credit Agreement) (in such capacity, together with its successors and assigns, the “Administrative Agent”). Terms Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement. THE UNDERSIGNED BORROWER REPRESENTATIVE HEREBY CERTIFIES, ON ITS BEHALF AND ON BEHALF OF THE BORROWERS, THAT: 1. I am the duly elected of the Borrower Representative; 2. I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Company and its Subsidiaries during the accounting period covered by the attached financial statements [for quarterly or monthly financial statements add: and such financial statements present fairly in all material respects the financial condition and results of operations of the Company and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes]; 3. The examinations described in paragraph 2 did not disclose, except as set forth below, and I have no knowledge of (i) the existence of any condition or event which constitutes a Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate or (ii) any change in GAAP or in the application thereof that has occurred since the date of the audited financial statements referred to in Section 3.04 of the Credit Agreement; 4. I hereby certify that no Loan Party has changed (i) its name, (ii) its chief executive office, (iii) principal place of business, (iv) the type of entity it is, (v) its federal employee identification number or its organization identification number, if any, or (vi) its state of incorporation or organization without having given the Administrative Agent the notice required by Section 4.15 of the Security Agreement; and 5. Schedule I attached hereto sets forth financial data and computations including reasonably detailed calculations of the Fixed Charge Coverage Ratio and each component thereof (whether or not compliance is required under the Credit Agreement), evidencing the Borrowers’ compliance with Section 6.12 of the Credit Agreement (if required by the Credit Agreement), and including reasonably detailed Exhibit C DB1/ 102580824.5 calculations of EBITDA for the Company and its Subsidiaries for the trailing four fiscal quarters ending as of [___________], all of which data and computations are true, complete and correct; and 6. [Schedule II hereto sets forth (i) the computations necessary to determine the Applicable Rate commencing on the Business Day this certificate was delivered and (ii) the Category from the definition of Applicable Rate determined by the computation.]29 7. Schedule [III] hereto sets forth all updated or new Intellectual Property (as defined in the Security Agreement) listings required by the Security Agreement to be identified or updated on Exhibit D to the Security Agreement since the delivery of the previous Compliance Certificate in accordance with Section 5.01(d) of the Credit Agreement Agreement. Described below are used herein as therein defined. the exceptions, if any, to paragraph 3 by listing, in detail, the (i) nature of the “Designating Lender”)condition or event, (the “Designated Lender”), period during which it has existed and the action which the Loan Parties have taken, are taking, or propose to take with respect to each such condition or event or (i) the change in GAAP or the application thereof and the effect of such change on the attached financial statements: [Remainder of Page Intentionally Left Blank; Signature Page Follows.] 29 To be included from and after the first anniversary of the Effective Date. DB1/ 102580824.5 Exhibit C The foregoing certifications, together with the computations set forth in Schedule I and the financial statements delivered with this Certificate in support hereof, are made and delivered as of the date first above written. NAUTILUS, INC., a Washington corporation, as the Borrower agree Representative By: Name: Title: Exhibit C DB1/ 102580824.5 SCHEDULE I Compliance as follows:of _________, ____ with Section 6.12 of the Agreement [Schedule I must include detailed calculation tables for all components of the financial covenant calculations.] Exhibit C DB1/ 102580824.5 SCHEDULE II30 1. Computation: [_________] 2. Compliance as of ____________ __, 20__ with Section 6.12 of the Credit Agreement, if applicable. 3. Category from Grid in definition of Applicable Rate: [___________] 30 To be included from and after the first anniversary of the Effective Date. Exhibit C DB1/ 102580824.5 SCHEDULE III Intellectual Property Please see attached. Exhibit C DB1/ 102580824.5

Appears in 1 contract

Samples: Version Credit Agreement (Nautilus, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New YorkNorth Carolina. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE EXHIBIT F AMENDED AND RESTATED GUARANTY THIS AMENDED AND RESTATED GUARANTY, dated May [ ], 2007 (Schedule as amended, restated, supplemented or otherwise modified from time to be supplied time, the “Guaranty”) is executed by Closing Unit each of the undersigned Guarantors (whether one or Trading Documentation Unitmore, the “Guarantor”, and if more than one jointly and severally) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule for value received, the sufficiency of which is hereby acknowledged, and in consideration of any credit and/or financial accommodation heretofore or hereafter from time to be supplied by Closing Unit time made or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE granted to TEXAS ROADHOUSE, 20 UNITED STATIONERS SUPPLY COINC., an Illinois a Delaware corporation (the “Borrower”), promises to pay to ) for the order benefit of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower and its Subsidiaries pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second that certain Amended and Restated Five-Year Revolving Credit Agreement, Agreement dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATEMay [ ], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (between the Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time each lender party thereto as lenders (collectively, the “Lenders”), ) and JPMorgan Chase BankBANK OF AMERICA, N.A., as Administrative Agent administrative agent for the Lenders thereunder (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and each Guarantor hereby furnishes its guaranty of the Borrower agree Guaranteed Obligations (as hereinafter defined) as follows:

Appears in 1 contract

Samples: Credit Agreement (Texas Roadhouse, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic communications shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, by and construed in accordance withwith the applicable law pertaining in the State of New York, other than those conflict of law provisions that would defer to the internal substantive laws of another jurisdiction. This governing law election has been made by the parties in reliance (at least in part) on Section 5–1401 of the General Obligations Law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE , as amended (Schedule as and to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”extent applicable), promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower and other applicable law. Assignment and Assumption, Page 4 EXHIBIT B TO SMITHFIELD FOODS, INC. SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT COMPLIANCE CERTIFICATE Exhibit B, Compliance Certificate, Cover Page COMPLIANCE CERTIFICATE This Compliance Certificate is delivered pursuant to Article II Section 5.01(c) of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Term Loan Agreement, dated as of July 5. 2007 (whichMay 6, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2015 (as amended amended, supplemented or otherwise modified from time to time, time (the “Credit "Term Loan Agreement"), among United Stationers Supply Co. (the “Smithfield Foods, Inc.(the "Borrower"), United Stationers Inc.certain subsidiary guarantors that may be added as a party thereto, the Lenders party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. "Rabobank Nederland", New York Branch, as a credit partyadministrative agent (in such capacity, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as "Administrative Agent (the “Agent"). Terms Unless otherwise defined herein, terms defined in the Credit Term Loan Agreement are and used herein as therein defined. (shall have the “Designating Lender”), (meanings given to them in the “Designated Lender”), and the Borrower agree as follows:Term Loan Agreement.

Appears in 1 contract

Samples: Term Loan Agreement (Smithfield Foods Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New YorkYork (excluding the laws applicable to conflicts or choice of law to the extent that the application of the law of another jurisdiction would be required thereby). SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) Form of Assignment and Assumption EXHIBIT D B FORM OF PROMISSORY NOTE ___________, 20 UNITED STATIONERS SUPPLY CO.____ FOR VALUE RECEIVED, an Illinois corporation the undersigned (the “Borrower”), hereby promises to pay to the order of [NAME OF LENDER] or its registered assigns (the “Lender”) ), in accordance with the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of October 20, 2017 (as amended, restated, extended, 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, the Lender and the other financial institutions from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Swing Line Lender. 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. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, 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 main office 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 JPMorgan Chase Bank, N.A. in Chicago, Illinois, actual payment (and before as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof well as after judgment) computed at the rates and on the dates per annum rate set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant toreferred to in the Agreement, and is entitled to the benefits of, the Second Amended thereof and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended prepaid in whole or modified and in effect from time part subject to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including provided therein. Upon the terms occurrence and conditions under which this Note may be prepaid continuation of one or its maturity date accelerated. This Note is secured pursuant to more of the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described 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 reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them payable all as provided in the Agreement. This Note Loans made by the Lender shall be governed byevidenced 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 construed in accordance withmaturity of its Loans and payments with respect thereto. The Borrower, the internal law for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of the State protest, demand, dishonor and non-payment of New Yorkthis Note. UNITED STATIONERS SUPPLY COForm of Note THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY). XXXXXXX & XXXX FINANCIAL, INC. By: Name: Title: SCHEDULE OF Form of Note LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 WITH RESPECT THERETO Date Principal Type of Loan Made Amount of Loan Maturity Made End of Interest Period Amount of Principal Amount or Interest Paid Unpaid This Date Outstanding Principal Balance This Date Notation Made By ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ Form of Note EXHIBIT E C [INTENTIONALLY OMITTED] EXHIBIT D FORM OF DESIGNATION AGREEMENT REVOLVING BORROWING REQUEST Date: ___________, _____ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to the Second Amended and Restated Five-Year Revolving that certain Credit Agreement, dated as of July 5October 20, 2007 2017 (as amended amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among United Stationers Supply Co. Xxxxxxx & Xxxx Financial, Inc. (the “Borrower”), United Stationers Inc., as a credit party, the several financial institutions from time to time party thereto as lenders (collectively, the “Lenders”)” and each individually, and JPMorgan Chase Bank, N.A., as Administrative Agent (the a Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and Bank of America, N.A., as administrative agent for the Borrower agree as follows:Lenders (in such capacity, together with any successors thereto in such capacity, the “Administrative Agent”) and Swing Line Lender. The undersigned hereby requests (select one): ☐ A Borrowing of Revolving Loans ☐ A conversion or continuation of Revolving Loans

Appears in 1 contract

Samples: Credit Agreement (Waddell & Reed Financial Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other means of electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed byTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the internal law of the State of New YorkTHE LAW OF THE STATE OF NEW YORK. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D B FORM OF PROMISSORY NOTE BORROWING REQUEST Xxxxxx Xxxxxxx Senior Funding, 20 UNITED STATIONERS SUPPLY CO.Inc., an Illinois corporation as Administrative Agent 1 Xxxxxxxxxx Xxxxx, 0xx Xxxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Agency Team Telecopy: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxxxxx.xxx [Date] Ladies and Gentlemen: The undersigned, CF Industries, Inc. (the “Borrower”), promises to pay refers to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 May 1, 2012 (which, as it the same may be amended, restated, amended or modified and in effect from time to timerestated, is herein called the “Agreement”)modified, among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified extended and/or supplemented from time to time, the “Credit Agreement,” the capitalized terms defined therein being used herein as therein defined), among United Stationers Supply Co. (the Borrower”), United Stationers CF Industries Holdings, Inc., as a credit partyHoldings, the financial institutions lenders from time to time party thereto as lenders (collectively, the “Lenders”), and JPMorgan Chase Xxxxxx Xxxxxxx Bank, N.A., as Administrative Agent Issuing Bank, and you, as administrative agent for the Lenders (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and hereby gives you notice, irrevocably, pursuant to Section 2.3 of the Borrower agree Credit Agreement, that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”), as followsrequired by Section 2.3 of the Credit Agreement:

Appears in 1 contract

Samples: Revolving Credit Agreement (CF Industries Holdings, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, by and construed in accordance with, with the internal law laws of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE EXHIBIT I [FORM OF] AMENDED AND RESTATED GLOBAL INTERCOMPANY NOTE [ ], 2020 FOR VALUE RECEIVED, each of the undersigned, to the extent a borrower from time to time from any other entity listed on the signature page hereto (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE each, 20 UNITED STATIONERS SUPPLY CO.in such capacity, an Illinois corporation (the a BorrowerPayor”), hereby promises to pay on demand to the order of such other entity listed below (each, in such capacity, a “Payee”), in lawful money of the United States of America, or its registered assigns (in such other currency as agreed to by such Payor and such Payee, in immediately available funds, at such location as a Payee shall from time to time designate, the “Lender”) the aggregate unpaid principal amount of all Loans loans and advances (including trade payables) made by the Lender such Payee to the Borrower pursuant such Payor. Each Payor promises also to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with pay interest on the unpaid principal amount hereof of all such loans and advances in like money at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, said location from the date of such loans and amount of each Loan advances until paid at such rate per annum as shall be agreed upon from time to time by such Payor and the date and amount of each principal payment hereundersuch Payee. This Note Reference is one of the Notes issued pursuant to, and is entitled made to the benefits of, the Second Amended and Restated Five-Year Revolving (i) that certain Credit Agreement, dated as of July 5. 2007 Agreement (which, as it may be amended, amended or modified and in effect from time to timerestated, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended supplemented or otherwise modified from time to time, the “ChampionX Credit Agreement”), among United Stationers Supply Co. dated as of June 3, 2020, among, ChampionX Holding Inc., a Delaware corporation (the “ChampionX Borrower”), Bank of America, N.A., as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “ChampionX Agent”), and the other financial institutions party thereto and upon effectiveness of the Credit Agreement Joinder (as defined in the Credit Agreement), ChampionX Corporation (“Parent” and together with the ChampionX Borrower, the “Company”), (ii) that certain Guarantee and Collateral Agreement (as it may be amended, amended and restated, supplemented or otherwise modified from time to time, the “ChampionX Security Agreement”), dated as of June 3, 2020, by and among the ChampionX Borrower, the guarantors party thereto and the ChampionX Agent, (iii) that certain Credit Agreement (as it may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Parent Credit Agreement” and the ChampionX Credit Agreement, each, a “Credit Agreement”), dated as of May 9, 2018 among Parent, as borrower (the “Parent Borrower” and the ChampionX Borrower, each, a “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time lenders and issuing banks party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Parent Agent” and together with the ChampionX Agent, each, an “Agent”), (iv) that certain Guarantee and Collateral Agreement (as it may be amended, amended and restated, supplemented or otherwise modified form time to time, the “Parent Security Agreement” and the ChampionX Security Agreement, each, a “Security Agreement”), dated as of May 9, 2018, by and among Parent, the guarantors party thereto and the Parent Agent and (v) that certain Indenture, dated as of May 3, 2018 (as it may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”) by and among Parent, certain subsidiaries of Parent party thereto from time to time as guarantors, and Xxxxx Fargo Bank, National Association, as trustee, pursuant to which Parent has issued certain Senior Unsecured Notes (including any additional or replacement senior notes of Parent that may be issued from time to time in connection with the Indenture and any supplements thereto, the “Senior Notes”). Terms Capitalized terms used in this intercompany promissory note (this “Note”) but not otherwise defined herein shall have the meanings given to them in the applicable Credit Agreement (or if not defined therein, the applicable Security Agreement). This Note shall be pledged by each Payee that is an obligor (an “Obligor Payee”) to (i) the ChampionX Agent, for the benefit of the Secured Parties (as defined in the ChampionX Credit Agreement are used herein as therein defined. (the “Designating Lender”Agreement), pursuant to the Security Documents (as defined in the “Designated Lender”ChampionX Credit Agreement), as collateral security for the full and prompt payment when due of, and the Borrower agree performance of, such Payee’s Obligations (as follows:defined in the ChampionX Credit Agreement) and (ii) the Parent Agent, for the benefit of the Secured Parties (as defined in the Parent Credit Agreement), pursuant to the Security Documents (as defined in the Parent Credit Agreement), as collateral security for the full and prompt payment when due of, and the performance of, such Payee’s Obligations (as defined in the Parent Credit Agreement), subject in all respects to the Pari Passu Intercreditor Agreement. Each Payee hereby acknowledges and agrees that after the occurrence of and during the continuance of an Event of Default under and as defined in any Credit Agreement, each of the Agents may, subject to the terms of the Pari Passu Intercreditor Agreement, in addition to the other rights and remedies provided pursuant to the applicable Loan Documents and otherwise available to it, exercise all rights of the Obligor Payees with respect to this Note. Upon the commencement of any insolvency or bankruptcy proceeding, or any receivership, liquidation, reorganization or other similar proceeding in connection therewith, relating to any Payor owing any amounts evidenced by this Note to any obligor, or to any property of any such Payor, or upon the commencement of any proceeding for voluntary liquidation, dissolution or other winding up of any such Payor, all amounts evidenced by this Note owing by such Payor to any and all obligors shall become immediately due and payable, without presentment, demand, protest or notice of any kind. Anything in this Note to the contrary notwithstanding, the indebtedness evidenced by this Note owed by any Payor that is a Loan Party (“Applicable Payor”) to any Payee that is not a Loan Party (“Applicable Payee”) shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to (a) all Obligations (as defined in the ChampionX Credit Agreement) and all Obligations (as defined in the Parent Credit Agreement) and (b) to the Senior Notes; provided that each Payor may make payments to the applicable Payee so long as (x) no Event of Default under and as defined in any Credit Agreement shall have occurred and be continuing and (y) no Event of Default under and as defined in the Indenture shall have occurred and be continuing (such amounts set forth in clauses (a) and (b) above and other indebtedness and obligations in connection with any renewal, refunding, restructuring or refinancing thereof, including interest, fees and expenses thereon accruing after the commencement of any proceedings referred to in clause (i) below, whether or not such interest, fees or expenses is an allowed claim in such proceeding, being hereinafter collectively referred to as “Senior Indebtedness”).

Appears in 1 contract

Samples: Credit Agreement (ChampionX Corp)

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy or electronic mail transmission of a scanned “pdf” image shall be as effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule * * * EXHIBIT B to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D Credit Agreement FORM OF PROMISSORY NOTE $___________________ _________________, 20 UNITED STATIONERS SUPPLY CO.____ FOR VALUE RECEIVED, the undersigned, THE XXXXXXX-XXXXXXXX COMPANY, an Illinois Ohio corporation (the “BorrowerCompany”), unconditionally promises to pay to the order of or its registered assigns [_______________] (the “Lender”) the principal sum of [_________________________] DOLLARS ($__________) or, if less, the aggregate unpaid principal amount of all Loans made by the Lender pursuant to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (whichAugust 2, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2021 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among the Company, the financial institutions (including the Lender) from time to time party thereto, Xxxxxxx Sachs Bank USA, as the Administrative Agent and Xxxxxxx Xxxxx Mortgage Company, as Issuing Bank, on such dates and in such amounts as are set forth in the Credit Agreement. The amounts payable under the Credit Agreement may be reduced only in accordance with the terms of the Credit Agreement. Unless otherwise defined, capitalized terms used herein have the meanings provided in the Credit Agreement. The Company also promises to pay interest on the unpaid principal amount hereof from time to time outstanding from and including the date hereof until maturity (whether by acceleration or otherwise) and, after maturity, until paid, at the rates per annum and on the dates specified in the Credit Agreement. Payments of both principal and interest are to be made without setoff or counterclaim in lawful money of the United Stationers Supply Co. States of America in same day or immediately available funds to the account designated by the Administrative Agent. This Note is one of the Notes referred to in, and evidences the Loans made by the Lender under, the Credit Agreement, to which reference is made for a statement of the terms and conditions on which the Company is permitted and required to make prepayments and repayments of principal of the indebtedness evidenced by this Note and on which such indebtedness may be declared to be or shall automatically become immediately due and payable. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE XXXXXXX-XXXXXXXX COMPANY By: Name: Title: LOAN AND PRINCIPAL PAYMENTS Date Amount of Loan Amount of Principal Repaid Unpaid Principal Balance Notations Made By EXHIBIT C-1 to Credit Agreement FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Amended and Restated Credit Agreement, dated as of August 2, 2021 (as from time to time amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), among The Xxxxxxx-Xxxxxxxx Company (the “Company”), the Lenders party thereto and Xxxxxxx Sachs Bank USA, as Administrative Agent and Xxxxxxx Xxxxx Mortgage Company, as Issuing Bank. Pursuant to the provisions of Section 2.15(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Company with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Company and the Administrative Agent, and (2) the undersigned shall, in accordance with the provisions of such Section 2.15, furnish the Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments, all to the extent required under such Section. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: __________________, 20[ ] EXHIBIT C-2 to Credit Agreement FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Amended and Restated Credit Agreement, dated as of August 2, 2021 (as from time to time amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), among The Xxxxxxx-Xxxxxxxx Company (the “Company”), the Lenders party thereto and Xxxxxxx Xxxxx Bank USA, as Administrative Agent and Xxxxxxx Sachs Mortgage Company, as Issuing Bank. Pursuant to the provisions of Section 2.15(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such participating Lender in writing, and (2) the undersigned shall have at all times furnished such Lender, in accordance with the provisions of such Section 2.15, with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments, all to the extent required under such Section. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: __________________, 20[ ] EXHIBIT C-3 to Credit Agreement FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Amended and Restated Credit Agreement, dated as of August 2, 2021 (as from time to time amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), among The Xxxxxxx-Xxxxxxxx Company (the “Company”), the Lenders party thereto and Xxxxxxx Xxxxx Bank USA, as Administrative Agent and Xxxxxxx Sachs Mortgage Company, as Issuing Bank. Pursuant to the provisions of Section 2.15(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that it is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender, and (2) the undersigned shall have at all times furnished such Lender, in accordance with the provisions of such Section 2.15, with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments, all to the extent required under such Section. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: _________________, 20[ ] EXHIBIT C-4 to Credit Agreement FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Amended and Restated Credit Agreement, dated as of August 2, 2021 (as from time to time amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), among The Xxxxxxx-Xxxxxxxx Company (the “Company”), the Lenders party thereto and Xxxxxxx Sachs Bank USA, as Administrative Agent and Xxxxxxx Xxxxx Mortgage Company, as Issuing Bank. Pursuant to the provisions of Section 2.15(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any promissory note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Company with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Company and the Administrative Agent, and (2) the undersigned shall, in accordance with the provisions of such Section 2.15, furnish the Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments, all to the extent required under such Section. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: DATE: __________________, 20[ ] EXHIBIT D to Credit Agreement [FORM OF] ISSUANCE NOTICE Reference is made to the Amended and Restated Credit Agreement, dated as of August 2, 2021 (as it may be amended, restated, amended and restated, modified, extended and/or supplemented from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among The Xxxxxxx-Xxxxxxxx Company, as the Company (the “Borrower”), United Stationers Inc.Xxxxxxx Xxxxx Bank, as a credit partyAdministrative Agent, and Xxxxxxx Sachs Mortgage Company, as Issuing Bank (in such capacity, the financial institutions from time “Issuing Bank”) and Lender (in respect of the letter of credit), and Xxxxxxx Xxxxx Bank USA (as issuing bank in respect of the primary letter(s) of credit). Pursuant to time party thereto as lenders Section 2.04 of the Credit Agreement, the Borrower desires that, on [______________] (the “LendersEffective Date), ) (select an option): ☐ a Letter of Credit be issued by the Issuing Bank in accordance with the terms and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”). Terms defined in conditions of the Credit Agreement Agreement. ☐ Letter of Credit #____________ be amended or extended by the Issuing Bank in accordance with the terms and conditions of the Credit Agreement. Attached hereto are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as followsfollowing:

Appears in 1 contract

Samples: Credit Agreement (Sherwin Williams Co)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied Assignment and Assumption EXHIBIT B Form of Guarantee Assumption Agreement GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT dated as of ________ __, 200_ by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM [NAME OF PROMISSORY NOTE ADDITIONAL SUBSIDIARY GUARANTOR], 20 UNITED STATIONERS SUPPLY CO., an Illinois a ___________ corporation (the “Borrower”), promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined"Additional Subsidiary Guarantor"), in immediately available funds at the main office favor of JPMorgan Chase Bank, N.A. as administrative agent for the Lenders party to the Credit Agreement referred to below (in Chicago, Illinois, as Administrative Agent (the “Agent”)such capacity, together with interest on its successors in such capacity, the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall"Administrative Agent"), and is hereby authorized toas collateral agent under such Credit Agreement (in such capacity, record on the schedule attached hereto, or to otherwise record in accordance together with its usual practicesuccessors in such capacity, the date and amount of each Loan "Collateral Agent"). PacifiCare Health Systems, Inc., a Delaware corporation, the Subsidiary Guarantors party thereto, the Lenders party thereto, the Administrative Agent and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled Collateral Agent are parties to the benefits of, the Second Amended and Restated Five-Year Revolving a Credit Agreement, Agreement dated as of July 5. 2007 June 3, 2003 (which, as it may be amended or modified and supplemented and in effect from time to time, is herein called the "Credit Agreement"), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and but not otherwise defined herein are used with shall have the meanings attributed given to them in the Credit Agreement. This Note shall be governed by, and construed in accordance with, the internal law Pursuant to Section 6.09 of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as the Additional Subsidiary Guarantor hereby agrees to become a "Subsidiary Guarantor" for all purposes of July 5, 2007 (as amended or otherwise modified from time to timethe Credit Agreement. Without limiting the foregoing, the “Credit Agreement”)Additional Subsidiary Guarantor hereby, among United Stationers Supply Co. jointly and severally with the other Subsidiary Guarantors, guarantees to each Lender and each Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all Guaranteed Obligations in the “Borrower”), United Stationers Inc., same manner and to the same extent as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”). Terms defined is provided in Article III of the Credit Agreement are used herein and, if applicable, to the extent permitted by the 7% Senior Notes. In addition, the Additional Subsidiary Guarantor hereby makes the representations and warranties set forth in Sections 4.01, 4.02 and 4.03 of the Credit Agreement with respect to itself and its obligations under this Agreement, as therein defined. (if each reference in such Sections to the “Designating Lender”), (the “Designated Lender”)Loan Documents included reference to this Agreement, and represents and warrants that, as of the Borrower agree as follows:date hereof, that there are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. The Additional Subsidiary Guarantor hereby instructs its counsel to deliver the opinion referred to in Section 6.09 of the Credit Agreement to the Collateral Agent. Guarantee Assumption Agreement

Appears in 1 contract

Samples: Security Agreement (Pacificare Health Systems Inc /De/)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of the Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). * * * EXHIBIT K INTERCOMPANY NOTE This Intercompany Note (this Assignment and Assumption. This Assignment and Assumption shall be governed by“Note”), and construed in accordance withthe obligations of Semtech Corporation, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois a Delaware corporation (the “Borrower”) and each of the Subsidiary Guarantors (as defined in Section 1.07 of Annex A hereto) hereunder, shall be subordinate and junior in right of payment to all Senior Indebtedness (as defined in Section 1.07 of Annex A hereto) on the terms and conditions set forth in Annex A hereto, which Annex A is herein incorporated by reference and made a part hereof as if set forth herein in its entirety. Annex A shall not be amended, modified or supplemented without the written consent of the Required Lenders (as defined in the Credit Agreement referred to below) (or, after the Credit Agreement has been terminated, the other holders holding a majority of the outstanding other Senior Indebtedness (as defined therein in such Annex A)) New York, New York March 20, 2012 FOR VALUE RECEIVED, each of the undersigned, to the extent a borrower from time to time from any other entity listed on the signature pages hereto (each, in such capacity, a “Payor”) promises to pay on demand to the order of or its registered assigns such other entity listed below (each, in such capacity as lender to the applicable Payor, a LenderPayee” and, together with each Payor, a “Note Party) ), in lawful money of the aggregate United States of America in immediately available funds, at such location in the United States of America as each Payee shall from time to time designate, the unpaid principal amount of all Loans loans and advances made by the Lender each Payee to the Borrower pursuant applicable Payor. Each Payor also promises to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with pay interest on the unpaid principal amount hereof in like money at said location from the rates date hereof until paid at such rate per annum as shall be agreed upon from time to time by such Payor and on the dates set forth in applicable Payee. Upon the Agreement. The Borrower shall pay earlier to occur of (x) the principal commencement of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar proceeding of any jurisdiction relating to be made under the terms a Payor or (y) any exercise of Article II remedies pursuant to Section 10 of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or Credit Agreement referred to otherwise record in accordance with its usual practicebelow, the date unpaid principal amount hereof shall become immediately due and amount payable without presentment, demand, protest or notice of each Loan and the date and amount of each principal payment hereunderany kind in connection with this Note. This Note is one of the Intercompany Notes issued pursuant to, and is entitled referred to in the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (whichMarch 20, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”)2012, among the Borrower, United Stationers Inc.the lenders from time to time party thereto (the “Lenders”), and Jefferies Finance LLC, as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 Administrative Agent (as amended or otherwise amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”), among United Stationers Supply Co. () and is subject to the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”)terms thereof, and JPMorgan Chase Bank, N.A., shall be pledged by each Payee that is a party to the Guaranty and Collateral Agreement (as Administrative Agent (the “Agent”). Terms defined in the Credit Agreement) pursuant to the terms thereof. Each Payor hereby acknowledges and agrees that the Collateral Agent (as defined in the Guaranty and Collateral Agreement) may, pursuant to the Guaranty and Collateral Agreement are used herein as in effect from time to time, exercise all rights provided therein definedwith respect to this Note. Each Payee is hereby authorized (the “Designating Lender”), but shall not be required) to record all loans and advances made by it to each Payor (the “Designated Lender”all of which shall be evidenced by this Note), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein. All payments under this Note shall be made without offset, counterclaim or deduction of any kind. Each Payor hereby waives presentment, demand, protest or notice of any kind in connection with this Note. Upon execution and delivery after the date hereof by any Subsidiary (as defined in Section 1.07 of Annex A hereto) of the Borrower agree of a counterpart signature page hereto, such Subsidiary shall become a Note Party hereunder with the same force and effect as follows:if originally named as a Note Party hereunder. The rights and obligations of each Note Party hereunder shall remain in full force and effect notwithstanding the addition of any new Note Party as a party to this Note. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). PAYORS: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: PAYEES: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: ANNEX A TO INTERCOMPANY NOTE

Appears in 1 contract

Samples: Credit Agreement (Semtech Corp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or any other electronic format shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE EXHIBIT L CERTIFICATE RE ANNUAL STATEMENT AS TO COMPLIANCE [________], 20[__] This Certificate re Annual Statement as to Compliance (Schedule to be supplied this “Certificate”) is delivered by Closing Unit or Trading Documentation Unita Responsible Officer of the Collateral Manager (defined below) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”), promises to pay pursuant to the order terms and provisions of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II Section 6.9 of the Agreement (as hereinafter defined)Loan, in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates Security and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Collateral Management Agreement, dated as of July 5. 2007 (whichDecember 13, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2022 (as amended amended, modified, waived, supplemented, restated or otherwise modified replaced from time to time, the “Credit Loan and Security Agreement”), by and among United Stationers Supply Co. AGTB Fund Manager, LLC, a Delaware limited liability company, as the collateral manager (in such capacity, the “Collateral Manager”), Twin Brook Capital Funding XXXIII ASPV, LLC, a Delaware limited liability company, as the borrower (in such capacity, the “Borrower”), United Stationers Inc.Twin Brook Capital Funding XXXIII, LLC, as a credit partythe transferor (in such capacity, the financial institutions “Transferor”), each of the lenders from time to time party thereto as lenders (together with its respective successors and assigns in such capacity, each a “Lender” and collectively, the “Lenders”), and JPMorgan Chase Ally Bank, N.A.as the administrative agent thereunder (together with its successors and assigns in such capacity, as Administrative Agent (the “Administrative Agent”) and as Arranger and Computershare Trust Company, National Association, not in its individual capacity but as the collateral custodian (together with its successors and assigns in such capacity, the “Collateral Custodian”). Terms Capitalized terms used but not defined herein shall have the meanings provided in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), Loan and the Borrower agree as follows:Security Agreement.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (AGTB Private BDC)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New YorkYork without regard to the conflict of law principles thereof to the extent that the application of the laws of another jurisdiction would be required thereby. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D B FORM OF PROMISSORY TERM NOTE ___________, 20 UNITED STATIONERS SUPPLY CO.____ FOR VALUE RECEIVED, an Illinois corporation the undersigned (the “Borrower”), hereby promises to pay to the order of _____________________ or its registered assigns (the “Lender”) ), in accordance with the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II provisions of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Term Loan from time to time made by the Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Borrower under that certain Amended and Restated Five-Year Revolving Term Loan Credit Agreement, dated as of July 5. 2007 (whichMarch 26, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2020 (as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among United Stationers Supply Co. the Borrower, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent. The Borrower promises to pay interest on the unpaid principal amount of the Term Loan made by the Lender 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 Term 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 Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Term 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 Term Note and endorse thereon the date, amount, currency and maturity of its Term Loans and payments with respect thereto. The Borrower hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Term Note. THE ASSIGNMENT OF THIS TERM NOTE AND ANY RIGHTS WITH RESPECT THERETO IS SUBJECT TO THE PROVISIONS OF THE AGREEMENT INCLUDING THE PROVISIONS GOVERNING THE REGISTER AND THE PARTICIPANT REGISTER. THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS TERM NOTE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. CONSTELLATION BRANDS, INC. By: Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Currency and 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 C FORM OF COMMITTED LOAN NOTICE Date: ___________, _____ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Amended and Restated Term Loan Credit Agreement, dated as of March 26, 2020 (as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Constellation Brands, Inc., a Delaware corporation (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions Lenders from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase BankBank of America, N.A., as Administrative Agent Agent. The undersigned hereby requests (the “Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:select one): ☐ A Borrowing of Loans ☐ A conversion or continuation of Loans

Appears in 1 contract

Samples: Term Loan Credit Agreement (Constellation Brands, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or electronic mail (PDF) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE Exhibit A to Credit Agreement Form of Assignment and Assumption (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation UnitIsramco Onshore, LLC – 2015) EXHIBIT D B FORM OF PROMISSORY NOTE COMPLIANCE CERTIFICATE FOR THE PERIOD FROM _______, 20 UNITED STATIONERS SUPPLY CO.20___ TO ________, an Illinois corporation (the “Borrower”), promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. 20___ This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, certificate dated as of July 5. 2007 (which______________, as it may be amended or modified and in effect from time to time, _______ is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured prepared pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving that certain Credit Agreement, Agreement dated as of July 5June 30, 2007 2015 (as amended amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”)) among Isramco Onshore, among United Stationers Supply Co. LLC, a Texas limited liability company (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions lenders party thereto from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A.Société Générale, as Administrative Agent (the “Agent”)for such Lenders and as Issuing Lender. Terms Unless otherwise defined in this certificate, capitalized terms that are defined in the Credit Agreement are used herein shall have the meanings assigned to them by the Credit Agreement. The undersigned, in his/her capacity as therein defined. (the “Designating Lender”), (the “Designated Lender”), and a Responsible Officer of the Borrower agree and not individually, hereby certifies that: (a) all of the representations and warranties made by any Loan Party or any officer of any Loan Party contained in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on this date, except that any representation and warranty which by its terms is made as follows:of a specified date shall be required to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) only as of such specified date;

Appears in 1 contract

Samples: Credit Agreement (Isramco Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D B FORM OF PROMISSORY GUARANTY AGREEMENT [See attached] EXHIBIT C FORM OF NOTE $[ ] January [ ], 20 UNITED STATIONERS SUPPLY CO2019 For value received, the undersigned CVR ENERGY, INC., an Illinois a Delaware corporation (the “Borrower”), hereby promises to pay to the order of or its registered assigns (the LenderPayee”) the aggregate unpaid principal amount of all Loans AND NO/100 DOLLARS ($ ) or, if less, the aggregate outstanding principal amount of the Advances (as defined in the Credit Agreement referred to below) made by the Lender Payee to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”)Borrower, together with interest on the unpaid principal amount hereof of the Advances from the date of such Advances until such principal amount is paid in full in cash, at the rates such interest rates, and on the dates set forth at such times, as are specified in the AgreementCredit Agreement (as defined below). The Borrower shall pay the principal of and accrued and unpaid interest may make prepayments on the Loans this Note in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under accordance with the terms of Article II of the Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant toreferred to in, and is entitled to the benefits of, and is subject to the Second Amended and Restated Five-Year Revolving terms of, that certain Credit Agreement, Agreement dated as of July 5. 2007 January [ ], 2019 (which, as it the same may be amended amended, restated, or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time lenders party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A.Jefferies Finance LLC, as Administrative Agent administrative agent (in such capacity, the “Administrative Agent”)) and collateral agent (in such capacity, the “Collateral Agent”) for such Lenders. Terms Capitalized terms used in this Note that are defined in the Credit Agreement are used herein as therein definedand not otherwise defined in this Note have the meanings assigned to such terms in the Credit Agreement. (the “Designating Lender”)The Credit Agreement, among other things, (a) provides for the “Designated Lender”)making of the Advances by the Payee to the Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Advance being evidenced by this Note, and (b) contains provisions for acceleration of the maturity of this Note upon the happening of certain events of default stated in the Credit Agreement and for optional and mandatory prepayments of principal prior to the maturity of this Note upon the terms and conditions specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified in writing by the Administrative Agent to the Borrower agree as follows:in same day funds. The Payee shall record payments of principal made under this Note, but no failure of the Payee to make such recordings shall affect the Borrower’s repayment obligations under this Note.

Appears in 1 contract

Samples: Credit Agreement (CVR Energy Inc)

General Provisions. To the extent that any court of law at any time deems Lessee to have an interest in any of the Equipment during the Term or any Renewal Term and following the purchase by Lessee of any item of the Equipment (whether pursuant to a purchase option or otherwise), it is the intention of the parties that Lessor have a security interest ("PMSI") in the portion of the Equipment (such portion, together with any proceeds thereof, is referred to as the "Collateral") that was acquired by Lessee with funds advanced by Lessor for the Collateral (the "PMSI Debt"). The collateral shall secure only the unpaid balance of monies advanced by the Lessor for the acquisition of the Collateral. The PMSI Debt shall be secured only by the Collateral and no other property of Lessee. All payments made by Lessee to Lessor with reference to this Lease shall be applied first to late charges, then to any other fees or other amounts payable hereunder other than the PMSI Debt, until all of such indebtedness is paid in full, and then to the PMSI Debt, and all proceeds of the Collateral shall be applied only to the payment of PMSI Debt. Upon payment in full of the PMSI Debt, all security interests of Lessor in the Collateral shall be terminated. This Assignment provision controls over any conflicting provision of language in this Agreement or in any other agreement between Lessor and Assumption Lessee unless the parties mutually agree in writing in a subsequent agreement to override this provision. Any provisions hereof contrary to, prohibited by or invalid under applicable laws or regulations shall be inapplicable and deemed omitted herefrom, but shall not invalidate the remaining provisions hereof. This Lease and any addenda referred to herein constitute the entire agreement of the parties hereto. No oral agreement, guaranty, promise, condition, representation or warranty shall be binding. All prior conversations, agreements or representations related hereto and/or to the Equipment are superseded hereby, and no modification hereof shall be binding upon, unless in writing and inure signed by an officer of the party to the benefit of, the parties hereto and their respective successors and assignsbe bound. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page The only copy of this Assignment and Assumption by telecopy shall be effective as delivery Lease that will constitute "chattel paper" for purposes of a manually executed counterpart the Uniform Commercial Code is the original of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY COLease marked "Original For Associates"., an Illinois corporation (the “Borrower”), promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:

Appears in 1 contract

Samples: Lease Agreement (Meadow Valley Corp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or electronic (i.e., “pdf’ or “tif’) format shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Assignment and Assumption and the transactions contemplated hereby, shall be governed by, and construed in accordance withunder, the internal law of the State of New YorkColorado. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule Exhibit A to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) Credit Agreement EXHIBIT D B TO CREDIT AGREEMENT FORM OF PROMISSORY TERM NOTE [Date] $____________ FOR VALUE RECEIVED, 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation the undersigned (the “Borrower”), hereby promises to _____________________ pay to the order of or its registered assigns (the “Lender”) ), in accordance with the aggregate unpaid provisions of the Credit Agreement (as hereinafter defined), the principal amount of all Loans the Loan made by the Lender to the Borrower pursuant to Article II under that certain Amended and Restated Term Loan Credit Agreement, dated as of the Agreement September 25, 2018 (as hereinafter amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), by and among the Borrower, the Guarantor, the financial institutions from time to time party thereto as lenders, CoBank, ACB, in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, its capacity as Administrative Agent (Agent, and the “Agent”), together with other parties thereto. The Borrower promises to pay interest on the unpaid principal amount hereof of the Loan from the date of the Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments to be made in respect of principal, interest, and fees or amounts due from the Borrower under the Credit Agreement shall be payable prior to 11:00 a.m. on the date when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower, and without set-off, counterclaim or other deduction of any nature, and an action therefor shall immediately accrue. Such payments shall be made to the Administrative Agent at the rates Principal Office for the account of Lenders to which they are owed, in each case in U.S. Dollars and on in immediately available funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the dates 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. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant toreferred to in the Credit Agreement, and is entitled to the benefits ofthereof 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 Credit 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 Second Credit Agreement. Exhibit B to Credit Agreement THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO. SEABOARD FOODS LLC, an Oklahoma limited liability company By: Name: Title: Exhibit B to Credit Agreement EXHIBIT C TO CREDIT AGREEMENT FORM OF CONVERSION OR CONTINUATION NOTICE1 Date: [_________________] CoBank, ACB, as Administrative Agent 0000 X. Xxxxxxxx Xxxxx Xxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000 Attn: Corporate Agribusiness Banking Group Re: Seaboard Foods LLC – Term Loan Ladies and Gentlemen: This Conversion or Continuation Notice is delivered to you pursuant to Sections 2.2 and 2.3 of that certain Amended and Restated Five-Year Revolving Term Loan Credit Agreement, dated as of July 5. 2007 (whichSeptember 25, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2018 (as amended amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), by and among United Stationers Supply Co. Seaboard Foods LLC, an Oklahoma limited liability company (the “Borrower”), United Stationers Inc.Seaboard Corporation, as a credit partyDelaware corporation (the “Parent”), the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase BankCoBank, N.A.ACB, as Administrative Agent (the “Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:others party thereto. All capitalized terms used herein shall have the respective meanings specified Credit Agreement.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Seaboard Corp /De/)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or electronic mail (including in PDF) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) ​ ​ EXHIBIT D D-1 FORM OF PROMISSORY NOTE BORROWING NOTICE9 ​ TO:U.S. Bank National Association, 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation as administrative agent (the “BorrowerAdministrative Agent)) [and U.S. Bank National Association, promises to pay to the order of or its registered assigns as swing line lender (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Swing Line Lender”)]10 under that certain Fourth Amended and Restated Credit Agreement (as hereinafter defined)amended, in immediately available funds at the main office of JPMorgan Chase Bankrestated, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of October 7, 2022 among United Stationers Supply Co. ArcBest Corporation (the “BorrowerParent”), United Stationers Inc., as a credit party, the financial institutions Borrowing Subsidiaries from time to time party thereto (together with the Parent, the “Borrowers”) the financial institutions party thereto, as lenders (the “Lenders”), the financial institutions party thereto as “LC Issuers”, and JPMorgan Chase Bank, N.A., as the Administrative Agent. ​ Capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement. The undersigned Borrower hereby gives to the Administrative Agent [and the Swing Line Lender] a request for borrowing pursuant to Section [2.4(b)]11[2.8]12 of the Credit Agreement, and such Borrower hereby requests to borrow on [_______________], 20[__] (the “AgentBorrowing Date). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:):

Appears in 1 contract

Samples: Credit Agreement (Arcbest Corp /De/)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by [the] [the relevant] Assignee and [the] [the relevant] Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE Annex I to Exhibit A EXHIBIT B SOLVENCY CERTIFICATE This Solvency Certificate, dated as of [ ], 20[ ] (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the this Borrower”), promises to pay to the order of or its registered assigns (the “LenderCertificate”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower is delivered pursuant to Article II Section 4.02(i) of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each that certain Term Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (whichNovember 10, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. Xxx Research Corporation (the “BorrowerCompany”), United Stationers Inc., as a credit party, the financial institutions from time to time Lenders party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent administrative agent (in such capacity, the “Administrative Agent”). Terms Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement are used herein Agreement. The undersigned hereby certifies, solely in such undersigned’s capacity as therein defined. (chief financial officer of the “Designating Lender”), (the “Designated Lender”)Company, and not individually, that as of the Borrower agree as followsdate hereof, after giving effect to the consummation of the Transactions, including the making of the Loans under the Credit Agreement, and after giving effect to the application of the proceeds of such Indebtedness:

Appears in 1 contract

Samples: Term Loan Agreement (Lam Research Corp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. Each party to this Assignment and Assumption acknowledges and agrees by its execution hereof that in addition to the other exculpations contemplated by the Credit Agreement, the Administrative Agent shall not be liable for any losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind of nature whatsoever incurred or suffered by any Person (including any party hereto) in connection with compliance or non-compliance with Section 10.07(h)(iii) of the Credit Agreement, including any purported assignment exceeding the limitation set forth therein or any assignment’s being deemed null and void thereunder. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law laws of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE 35 Include only if (Schedule a) required by Sections 10.07(h) or (m) in connection with assignments to be supplied an Affiliated Lender, the Borrower or the Borrower’s Restricted Subsidiaries and (b) the assignee can make such representation. 36 Include only if (a) required by Closing Unit Sections 10.07(h) or Trading Documentation Unit(m) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS in connection with assignments to an Affiliated Lender, the Borrower or the Borrower’s Restricted Subsidiaries and (Schedule b) the assignee cannot make the representation in clause (ix). EXHIBIT E-2 to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D the Credit Agreement FORM OF PROMISSORY NOTE AFFILIATE ASSIGNMENT NOTICE Date: , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”), promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of To: JPMorgan Chase Bank, N.A. in Chicago, IllinoisN.A., as Administrative Agent 00 X Xxxxxxxx Xxxxxxx, XX 00000 Attention: Xxxx Xxxxxx Telephone: (the “Agent”), together with interest on the unpaid principal amount hereof at the rates 000) 000-0000 Fax: (000)-000-0000 e-mail: Xxxx.x.xxxxxx@xxxxxxxx.xxx; xxx.xxxxxx.xxx@xxxxxxxx.xxx Ladies and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required Gentlemen: Reference is made to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving that certain Credit Agreement, dated as of July 5. 2007 (whichDecember 20, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2016 (as amended, extended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), by and among United Stationers Supply Co. (the “Borrower”)Casa Systems, United Stationers Inc., as a credit partythe Borrower, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and an L/C Issuer, each lender from time to time party thereto and the other agents and parties party thereto. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The undersigned (the “AgentProposed Affiliate Assignee). Terms defined in ) hereby gives you notice, pursuant to Section 10.07(h) of the Credit Agreement are used herein as therein defined. (the “Designating Lender”)Agreement, (the “Designated Lender”), and the Borrower agree as followsthat:

Appears in 1 contract

Samples: Security Agreement (Casa Systems Inc)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New YorkNorth Carolina. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE EXHIBIT E FORM OF NOTE PROMISSORY NOTE US$ , FOR VALUE RECEIVED, the undersigned, XXXXX, INC. (Schedule name to be supplied by Closing Unit or Trading Documentation Unitchanged to XXXXXX’X-XXXXX, INC.) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “BorrowerCompany”), hereby promises to pay to the order of or its registered assigns ____________ (the “Lender”) the principal sum of ________________ Dollars ($____________) or, if less, the aggregate unpaid principal amount of all the Loans made by the Lender to the Borrower Company pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (whichDecember 7, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2010 (as amended or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”)Company, United Stationers Inc.various financial institutions, and Bank of America, National Association, as a credit partyAdministrative Agent, on the financial institutions dates and in the amounts provided in the Credit Agreement. The Company further promises to pay interest on the unpaid principal amount of the Loans evidenced hereby from time to time party at the rates, on the dates, and otherwise as provided in the Credit Agreement. The Lender is authorized to endorse the amount and the date on which each Loan is made and each payment of principal with respect thereto as lenders on the schedules annexed hereto and made a part hereof, or on continuations thereof which shall be attached hereto and made a part hereof; provided that any failure to endorse such information on such schedule or continuation thereof shall not in any manner affect any obligation of the Company under the Credit Agreement and this Promissory Note (the this LendersNote”). This Note is one of the Notes referred to in, and JPMorgan Chase Bankis entitled to the benefits of, N.A.the Credit Agreement, as Administrative Agent (which Credit Agreement, among other things, contains provisions for acceleration of the “Agent”)maturity hereof upon the happening of certain stated events. Terms defined in the Credit Agreement are used herein as with their defined meanings therein definedunless otherwise defined herein. (the “Designating Lender”), (the “Designated Lender”)This Note shall be governed by, and construed and interpreted in accordance with, the Borrower agree as follows:laws of the State of North Carolina without regard to the conflicts or choice of law principles thereof.

Appears in 1 contract

Samples: Credit Agreement (Snyder's-Lance, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D B FORM OF PROMISSORY NOTE COMPLIANCE CERTIFICATE XXXXX & XXXXX, 20 UNITED STATIONERS SUPPLY CO.INC. COMPLIANCE CERTIFICATE I, an Illinois corporation the undersigned, [Name of Financial Officer], [Title of Financial Officer] of Xxxxx & Xxxxx, Inc. (the “Borrower”), promises to pay a Florida corporation, do hereby certify, solely in my capacity as an officer of the Borrower and not in my individual capacity, on behalf of the Borrower, that: 1. This Certificate is furnished pursuant to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Term Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5December 21, 2018, among the Borrower, the Lenders and agents party thereto, and Xxxxx Fargo Bank, National Association. 2007 as Administrative Agent (which, as it the same may be amended amended, supplemented or otherwise modified and in effect from time to time, is herein called the “Credit Agreement”). Unless otherwise defined here-in, among capitalized terms used in this Certificate shall have the meanings set forth in the Credit Agreement. 2. [for quarterly financial statements: The quarterly financial statements delivered herewith present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes]; 3. I have no knowledge of the existence of any Default as of the date of this Certificate [except as set forth below, which describes the nature of the condition or event that constitutes such Default the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event]; and 4. Exhibit A attached hereto sets forth in reasonable detail financial data and computations evidencing the Borrower’s compliance with the financial covenants set forth in Section 6.05 of the Credit Agreement, United Stationers Inc.all of which data and computations are true, as a credit partycomplete and correct in all material respects. Described below are the exceptions, if any, to paragraph 3 by listing, in reasonable detail, the lenders party theretonature of the condition or event, including the Lender, period during which it has existed and the Agentaction which the Borrower has taken, is taking, or proposes to which Agreement reference is hereby made for a statement of the terms and conditions governing this Notetake with respect to each such condition or event: [___________] (signature page follows) The foregoing certifications, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used together with the meanings attributed to them computations set forth in Exhibit A hereto and the Agreementfinancial statements delivered with this Certificate in support hereof, are made and delivered this _____ day of __________, 20___. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY COXXXXX & XXXXX INC. By: ______________________________ Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO.EXHIBIT A Compliance as of ____________ _____, DATED 20___ with Section 6.05 of the Credit Agreement [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance calculations attached] EXHIBIT E C FORM OF DESIGNATION AGREEMENT Reference is made INCREASING LENDER SUPPLEMENT INCREASING LENDER SUPPLEMENT, dated as of __________, 20___ (this “Supplement”), by and among each of the signatories hereto, to the Second Amended and Restated Five-Year Revolving Term Loan Credit Agreement, dated as of July 5December 21, 2007 2018 (as amended amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. Xxxxx & Xxxxx, Inc. (the “Borrower”), United Stationers Inc.the Lenders party thereto and Xxxxx Fargo Bank, National Association, as a credit partyadministrative agent (in such capacity, the financial institutions from time to time party thereto as lenders (the Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:.

Appears in 1 contract

Samples: Asset Purchase Agreement

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by email or telecopy or other electronic method shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule EXHIBIT E-2 to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D the Senior Lien Term Loan Credit Agreement FORM OF PROMISSORY NOTE , 20 UNITED STATIONERS SUPPLY CO., an Illinois corporation AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and Assumption (the “BorrowerAssignment and Assumption), promises to pay to ) is dated as of the order of or its registered assigns Effective Date set forth below and is entered into between the Assignor named below (the “LenderAssignor”) and the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent Assignee named below (the “AgentAssignee”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and but not otherwise defined herein are used with shall have the meanings attributed given to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Senior Lien Term Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. 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 Administrative Agent 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 any guarantees 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 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 “Borrower”), United Stationers Inc., rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “AgentAssigned Interest”). Terms defined Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:Assignor.

Appears in 1 contract

Samples: Intercreditor Agreement (Forterra, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D B FORM OF PROMISSORY NOTE September 26, 20 UNITED STATIONERS SUPPLY CO2013 FOR VALUE RECEIVED, the undersigned, M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC., an Illinois a Delaware corporation (the “Borrower”), promises to pay HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of or its registered assigns [LENDER NAME] (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement “Credit Agreement” (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest defined below) on the unpaid principal amount hereof at the rates and Maturity Date or on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments earlier date as are may be required to be made under by the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used as defined in the Credit Agreement. The undersigned Borrower promises to pay interest on the unpaid principal amount of each Loan made to it from the date of such Loan until such principal amount is paid in full at a rate or rates per annum determined in accordance with the meanings attributed to them terms of the Credit Agreement. Interest hereunder is due and payable at such times and on such dates as set forth in the Credit Agreement. At the time of each Loan, and upon each payment or prepayment of principal of each Loan, the Lender shall make a notation either on the schedule attached hereto and made a part hereof, or in such Lender’s own books and records, in each case specifying the amount of such Loan, the respective Interest Period thereof (in the case of Eurodollar Loans) or the amount of principal paid or prepaid with respect to such Loan, as applicable; provided that the failure of the Lender to make any such recordation or notation shall not affect the Secured Obligations of the undersigned Borrower hereunder or under the Credit Agreement. This Note is one of the notes referred to in, and is entitled to the benefits of, that certain Amended and Restated Credit Agreement dated as of September 26, 2013 by and among the Borrower, the financial institutions from time to time parties thereto as Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). The Credit Agreement, among other things, (i) provides for the making of Loans by the Lender to the undersigned Borrower from time to time in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment, the indebtedness of the undersigned Borrower resulting from each such Loan to it being evidenced by this Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments of the principal hereof prior to the maturity hereof upon the terms and conditions therein specified. This Note is secured by the Collateral Documents. Reference is hereby made to the Collateral Documents for a description of the collateral thereby mortgaged, warranted, bargained, sold, released, conveyed, assigned, transferred, pledged and hypothecated, the nature and extent of the security for this Note, the rights of the holder of this Note, the Administrative Agent in respect of such security and otherwise. Demand, presentment, protest and notice of nonpayment and protest are hereby waived by the Borrower. Whenever in this Note reference is made to the Administrative Agent, the Lender or the Borrower, such reference shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Note shall be binding upon and shall inure to the benefit of said successors and assigns. The Borrower’s successors and assigns shall include, without limitation, a receiver, trustee or debtor in possession of or for the Borrower. This Note shall be governed by, and construed in accordance with, with and governed by the internal law of the State of New York. UNITED STATIONERS SUPPLY COM/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC. By: Name: Title: Note SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 OR PREPAYMENTS Date Principal Amount of Loan Maturity Interest Period/Rate Amount of Interest Period Principal Amount Paid or Prepaid Unpaid Principal Balance Notation Made By EXHIBIT E C FORM OF DESIGNATION AGREEMENT Reference is made INCREASING LENDER SUPPLEMENT INCREASING LENDER SUPPLEMENT, dated , 20 (this “Supplement”), by and among each of the signatories hereto, to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5September 26, 2007 2013 (as amended amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. M/A-COM Technology Solutions Holdings, Inc. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time Lenders party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent administrative agent (in such capacity, the “Administrative Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as follows:.

Appears in 1 contract

Samples: Credit Agreement (M/a-Com Technology Solutions Holdings, Inc.)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) 753191373 EXHIBIT D FORM OF B Form of Note PROMISSORY NOTE U.S.$[______________] _______ __, 20 UNITED STATIONERS SUPPLY CO.20__ FOR VALUE RECEIVED, an Illinois corporation the undersigned, [MONONGAHELA POWER COMPANY] [THE POTOMAC EDISON COMPANY], a[n] [___________] [corporation][limited liability company] (the “Borrower”), promises HEREBY PROMISES TO PAY to pay to the order of or its registered assigns [_____________] (the “Lender”) for the account of its Applicable Lending Office (such term and other capitalized terms herein being used as defined in the Credit Agreement referred to below), or its registered assigns, the principal sum of U.S.$[______________] or, if less, the aggregate unpaid principal amount of all Loans the Advances made by the Lender to the Borrower pursuant to Article II of the Credit Agreement (as hereinafter defined)outstanding on the Termination Date, in immediately available funds at payable on the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with Termination Date. The Borrower promises to pay interest on the unpaid principal amount hereof of each Advance from the date of such Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the rates Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to Mizuho Bank, Ltd., as Administrative Agent, at [INSERT PAYMENT ADDRESS], in same day funds. Each Advance made by the Lender to the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the dates set forth in the Agreement. The Borrower shall pay the principal grid attached hereto which is part of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunderthis Promissory Note. This Promissory Note is one of the Notes issued pursuant toreferred to in, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (whichOctober 18, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the Borrower”), United Stationers Inc.[Monongahela Power Company,] [The Potomac Edison Company,] the banks named therein and the other Lenders party thereto from time to time, Mizuho Bank, Ltd., as a credit partyAdministrative Agent for the Lenders thereunder, and the financial institutions fronting banks party thereto from time to time. The Credit Agreement, among other things, (i) provides for the making of Advances by the Lender to the Borrower from time to time party thereto as lenders (in an aggregate amount not to exceed at any time outstanding the “Lenders”)Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Advance being evidenced by this Promissory Note, and JPMorgan Chase (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. [MONONGAHELA POWER COMPANY] [THE POTOMAC EDISON COMPANY] B-1 753191373 By Name: Title: 753191373 EXHIBIT C Form of Notice of Borrowing Mizuho Bank, N.A.Ltd., as Administrative Agent (for the “Agent”). Terms defined in Lenders party to the Credit Agreement are referred to below ____ __, 20__ Ladies and Gentlemen: The undersigned refers to the Credit Agreement, dated as of October 18, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined. ), among the undersigned, [Monongahela Power Company,] [The Potomac Edison Company,] the banks named therein and the other Lenders party thereto from time to time, Mizuho Bank, Ltd., as Administrative Agent for the Lenders thereunder, and the fronting banks party thereto from time to time, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests [a] Borrowing[s] under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing[s] (the “Designating LenderProposed Borrowing[s]), () as required by Section 2.02(a) of the “Designated Lender”), and the Borrower agree as followsCredit Agreement:

Appears in 1 contract

Samples: Credit Agreement (Firstenergy Corp)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law Law of the State of New York. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D FORM OF PROMISSORY NOTE INTEREST ELECTION REQUEST [Date] PNC Bank, 20 UNITED STATIONERS SUPPLY CONational Association, as Agent for the Lenders party to the Term Loan Agreement referred to below 000 Xxxxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Facsimile No.: 000-000-0000 Email: xxxxxxx.xxxxxx@xxx.xxx Attention: Xxxxxxx Xxxxxx Ladies and Gentlemen: The undersigned, Pinnacle West Capital Corporation, an Illinois Arizona corporation (the “Borrower”), promises to pay refers to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each 364-Day Term Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (whichMay 9, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 2019 (as amended amended, restated, supplemented, or otherwise modified from time to time, the “Credit Term Loan Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), among United Stationers Supply Co. (the Borrower”), United Stationers Inc., as a credit party, the financial institutions Lenders named therein and from time to time party thereto thereto, PNC Bank, National Association, as lenders Agent for said Lenders and the other agents party thereto, and hereby gives you notice, irrevocably, that the undersigned requests a [Conversion] [continuation] of a Borrowing (the “LendersExisting Borrowing)) under the Term Loan Agreement, and JPMorgan Chase Bank, N.A., as Administrative Agent in that connection has set forth below the information relating to such [Conversion] [continuation] (the “AgentProposed [Conversion] [Continuation]). Terms defined ) as required by the definition of “Interest Period” contained in Section 1.01 of the Credit Term Loan Agreement are used herein and/or Section 2.07 of the Term Loan Agreement, as therein defined. (the “Designating Lender”), (the “Designated Lender”), and the Borrower agree as followsapplicable:

Appears in 1 contract

Samples: Day Term Loan Agreement (Arizona Public Service Co)

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law laws of the State of New YorkYork without regard to conflict of laws principles thereof. SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D K FORM OF PROMISSORY NOTE New York $ [__________], 20 UNITED STATIONERS SUPPLY CO.20[__] FOR VALUE RECEIVED, an Illinois the undersigned, DOLLAR GENERAL CORPORATION, a Tennessee corporation (the “Borrower”), hereby unconditionally promises to pay to the order of [Lender] or its registered assigns (the “Lender”), at the Administrative Agent’s Office or such other place as CITICORP NORTH AMERICA, INC. (the “Administrative Agent”) shall have specified, in Dollars and in immediately available funds, in accordance with Section 5.3 of the Credit Agreement (as defined below; capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement) on the [Tranche B Term Loan Maturity Date for the Tranche B Term Loans] [New Term Loan Maturity Date for the Series [__] New Term Loans], the principal amount of [______] US Dollars ($[___]) or, if less, the aggregate unpaid principal amount of all [Tranche B-1] [Tranche B-2] Term Loans [Series [__] New Term Loans], if any, made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), Credit Agreement. The Borrower further unconditionally promises to pay interest in immediately available funds like money at the main such office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof from time to time outstanding at the rates per annum and on the dates set forth specified in Section 2.8 of the Credit Agreement and in the applicable Joinder Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Promissory Note is one of the Notes issued pursuant to, and is entitled promissory notes referred to in Section 13.6 of the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. This Note shall be governed by, and construed in accordance with, the internal law of the State of New York. UNITED STATIONERS SUPPLY CO. By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF UNITED STATIONERS SUPPLY CO., DATED [DATE], 20 Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT E FORM OF DESIGNATION AGREEMENT Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 56, 2007 (as amended, replaced, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. DOLLAR GENERAL CORPORATION, a Tennessee corporation (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions Lenders party thereto from time to time party thereto (such term and each other capitalized term used but not defined herein having the meaning given to it in Section 1 of the Credit Agreement), XXXXXXX XXXXX CREDIT PARTNERS L.P., as lenders Syndication Agent, CITICORP NORTH AMERICA, INC., as Administrative Agent and Collateral Agent, XXXXXXX SACHS CREDIT PARTNERS L.P., CITIGROUP GLOBAL MARKETS INC., XXXXXX BROTHERS INC. and WACHOVIA CAPITAL MARKETS, LLC, as Joint Lead Arrangers and Bookrunners, and XXXXXX COMMERCIAL PAPER INC. and WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agents. This Promissory Note is subject to, and the Lender is entitled to the benefits of, the provisions of the Credit Agreement, and the [Tranche B-1] [Tranche B-2] Term Loans [Series [__] New Term Loans] evidenced hereby are guaranteed and secured as provided therein and in the other Credit Documents. The [Tranche B-1] [Tranche B-2] Term Loans [Series [__] New Term Loans] evidenced hereby are subject to prepayment prior to the [Tranche B Term Loan Maturity Date for Tranche B Term Loans] [New Term Loan Maturity Date for Series [__] New Term Loans], in whole or in part, as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Promissory Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive diligence, presentment, demand, protest and notice of any kind whatsoever in connection with this Promissory Note. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or the Lender, any right, remedy, power or privilege hereunder or under the Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. A waiver by the Administrative Agent or the Lender of any right, remedy, power or privilege hereunder or under any Credit Document on any one occasion shall not be construed as a bar to any right or remedy that the Administrative Agent or the Lender would otherwise have on any future occasion. The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights, remedies, powers and privileges provided by law. All payments in respect of the principal of and interest on this Promissory Note shall be made to the Person recorded in the Register as the holder of this Promissory Note, as described more fully in Section 2.5 of the Credit Agreement, and such Person shall be treated as the Lender hereunder for all purposes of the Credit Agreement. THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. DOLLAR GENERAL CORPORATION By: Name: Title: EXHIBIT L JOINDER AGREEMENT THIS JOINDER AGREEMENT, dated as of , (this “Agreement”), by and among [NEW LENDERS] (each a “Lender” and collectively the “Lenders”), and JPMorgan Chase BankDOLLAR GENERAL CORPORATION, N.A.a Tennessee corporation (the “Borrower”), the Lenders party thereto from time to time, XXXXXXX XXXXX CREDIT PARTNERS L.P., as Syndication Agent, CITICORP NORTH AMERICA, INC., as Administrative Agent (the “and Collateral Agent”), CITIGROUP GLOBAL MARKETS INC., XXXXXX BROTHERS INC. Terms defined in the Credit Agreement are used herein and WACHOVIA CAPITAL MARKETS, LLC, as therein defined. (the “Designating Lender”), (the “Designated Lender”)Joint Lead Arrangers and Bookrunners, and the Borrower agree XXXXXX COMMERCIAL PAPER INC. and WACHOVIA BANK, NATIONAL ASSOCIATION, as follows:Documentation Agents.

Appears in 1 contract

Samples: Credit Agreement (Dollar General Corp)

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