I T A L S. A. The Borrower, Agent and certain other Lenders have entered into an Unsecured Revolving Credit Agreement dated as of March 23, 2001 (as amended, the "Credit Agreement"). All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Credit Agreement.
I T A L S. A. The Partnership was formed pursuant to a Certificate of Limited Partnership filed on November 23, 1993 with the Secretary of State of the State of Delaware under the name "ProVest, L.P." and a Limited Partnership Agreement dated November 23, 1993 (the "Original Partnership Agreement").
I T A L S. The Depositor, the Property Trustee, the Delaware Trustee and ____________________, as Administrative Trustee, have heretofore duly created and continued a business trust under the Delaware Business Trust Act by the entering into that certain Trust Agreement, dated as of February 19, 2002 (the "Original Trust Agreement"), as amended by the execution and filing with the Secretary of State of the State of Delaware of the Certificate of Trust, dated February 19, 2002 (attached hereto as Exhibit A and, as it may be amended from time to time, the "Certificate of Trust"). The Trust and the Depositor have entered into an Underwriting Agreement dated __________, ____ with ______________________________. The parties hereto desire to provide for, among other things, (i) the issuance of the Common Trust Securities, as hereinafter defined, by the Trust to the Depositor, (ii) the issuance of the Preferred Trust Securities, as hereinafter defined, by the Trust, pursuant to the Underwriting Agreement and (iii) the acquisition by the Trust of all of the right, title and interest in the Debentures, as hereinafter defined.
I T A L S. 1. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Articles II and III, with respect to (a) those business opportunities that the Seadrill Entities (as defined herein) will not pursue during the term of this Agreement and (b) the procedures whereby such business opportunities are to be offered to the Company Group (as defined herein).
I T A L S. A.The Operating Partnership and Contributor have entered into a Contribution Agreement, dated as of September 1, 2020, as amended (the “Contribution Agreement”), pursuant to which the Contributor has agreed to contribute property to the Operating Partnership, such property located at 255 North Blackhawk Street, Aurora, CO 80011 (the “Hotel”).
I T A L S. Borrower is indebted to Lender as evidenced by that certain Note to the Lender dated July 1, 2020 in the principal amount of $761,355,927.68 (the “Note”). That Note is secured by the Security Agreement. Borrower and Lender are parties to a certain Dividend and Dissolution Agreement, dated February 7, 2022, pursuant to which (a) the Harold Hamm Family LLC will distribute all of the shares of Continental Resources, Inc. stock owned by the Company (the “CLR Shares”) in the form of a dividend applying equally to all Units of Membership Interest in the Company, and (b) the Borrower will assign and surrender to the Company all of the Borrower’s Units of Membership Interest in the Company in exchange for the Borrower’s share of the remaining assets owned by the Company (subject to the Company’s retention of any such assets to provide a reserve for future liabilities and expenses that the Company may incur in connection with its liquidation and dissolution). Borrower and Lender have also entered into that certain Agreement to Substitute Collateral. Pursuant to that Agreement to Substitute Collateral, Borrower agreed to execute an amendment to the Security Agreement pursuant to which the CLR Shares transferred to and owned by Borrower will be substituted as the Collateral under this Security Agreement in replacement of the Units. This First Amendment is attached as an Exhibit to that Agreement to Substitute Collateral.
I T A L S. A. The Originator wishes to contribute, transfer, assign, set over and convey to the Seller, and the Seller wishes to acquire from the Originator, all right, title and interest of the Originator in, to and under the Leases and the Equipment subject to the Leases (such terms and all other capitalized terms used herein having the meanings ascribed thereto in Section 14 hereof unless otherwise indicated).
I T A L S. A. Pursuant to a certain Agreement of Purchase and Sale, dated as of _________, 20__ (the “Agreement of Sale”), Assignor has agreed to sell to Assignee, upon the terms, provisions and conditions set forth therein, certain property (hereinafter “Property”) located at _____________, all as more particularly described in the Agreement of Sale.