Ladies and Gentlemen Sample Clauses

Ladies and Gentlemen. The undersigned refers to the Credit Agreement and hereby gives you irrevocable notice, pursuant to Section [2.2] [2.5] [2.7(a)] of the Credit Agreement, of the borrowing of a [Term Loan][Revolving Loan][Swingline Loan].
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Ladies and Gentlemen. Reference is made to the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December 17, 2010, made by NOVELIS INC., a corporation amalgamated under the Canada Business Corporations Act, NOVELIS CORPORATION, a Texas corporation, NOVELIS PAE CORPORATION, a Delaware corporation, NOVELIS BRAND LLC, a Delaware limited liability company, NOVELIS SOUTH AMERICA HOLDINGS LLC, a Delaware limited liability company, and ALUMINUM UPSTREAM HOLDINGS LLC, a Delaware limited liability company and the Guarantors party thereto, in favor of BANK OF AMERICA, N.A., as collateral agent (in such capacity and together with any successors in such capacity, the “Collateral Agent”). This Joinder Agreement (“Joinder Agreement”) supplements the Security Agreement and is delivered by the undersigned, [________________] (the “New Pledgor”), pursuant to Section 3.5 of the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a Pledgor by all of the terms, covenants and conditions applicable to it set forth in Articles V, VI and VII of the Credit Agreement to the same extent that it would have been bound if it had been a signatory to the Credit Agreement on the execution date of the Credit Agreement (provided that for purposes of this sentence, references in such Articles to “Closing Date” or “the date hereof” shall be deemed to be the date of execution of this Joinder Agreement). Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder. The New Pledgor hereby makes each of the representations a...
Ladies and Gentlemen. Pursuant to the Credit Agreement, the Borrower hereby makes the requests indicated below:
Ladies and Gentlemen. Subject to the terms and conditions of the Exchange Offer, the undersigned hereby tenders to the Company the principal amount of Old Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Old Notes tendered in accordance with this Letter of Transmittal, the undersigned sells, assigns and transfers to, or upon the order of, the Company, all right, title and interest in and to the Old Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company) with respect to the tendered Old Notes with full power of substitution to (i) deliver certificates for such Old Notes to the Company and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company and (ii) present such Old Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms of the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest. The undersigned hereby represents and warrants that he or she has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. The undersigned hereby further represents that any New Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the Holder, that neither the Holder nor any such other person has an arrangement with any person to participate in the distribution of such New Notes within the meaning of the Securities Act and that neither the Holder nor any such other person is an "affiliate," as defined under Rule 405 of the Securities Act, of the Company or any of its subsidiaries or, if such Holder is an "affiliate," that such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does n...
Ladies and Gentlemen. Reference is made to the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December 28, 2011, made NPC INTERNATIONAL, INC., a Kansas corporation (the “Parent Borrower”), the other Pledgors party thereto and BARCLAYS BANK PLC, as collateral agent (in such capacity and together with any successors in such capacity, the “Collateral Agent”). This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned, [ ] (the “New Pledgor”), pursuant to Section 3.5 of the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in Articles VIII, IX and XIII of the Credit Agreement to the same extent that it would have been bound if it had been a signatory to the Credit Agreement on the execution date of the Credit Agreement. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor under the Security Agreement. The New Pledgor hereby makes each of the representations and warranties applicable to the Pledgors contained in the Security Agreement and Article VII of the Credit Agreement (other than those only made on prior dates). Annexed hereto are supplements to each of the schedules to the Security Agreement and the Credit Agreement, as applicable, with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement or the Credit Agreement, as applicable. This Joinder Agreement and any amendments, waivers, consents or supplements hereto may be execute...
Ladies and Gentlemen. This constitutes a Conversion Request pursuant to the terms of the above-referenced Master Agreement.
Ladies and Gentlemen. As a Lender party to the Bridge Loan Agreement, we have agreed with the Borrower pursuant to Section 11.12 of the Bridge Loan Agreement to keep confidential, except as otherwise provided therein, all non-public information delivered to us pursuant to the Bridge Loan Agreement. As provided in said Section 11.12, we are permitted to provide you, as a prospective [holder of a participation in the Loans (as defined in the Bridge Loan Agreement)] [assignee Lender], with certain of such non-public information subject to the execution and delivery by you, prior to receiving such non-public information, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree (on behalf of yourself and each of your affiliates, directors, officers, employees and representatives and for the benefit of us and the Borrower) that (A) such information will not be used by you except in connection with the proposed [participation][assignment] mentioned above and (B) you shall keep such information confidential, provided that (x) nothing herein shall limit the disclosure of any such information (i) after such information shall have become public (other than through a violation of Section 11.12 of the Bridge Loan Agreement), (ii) to the extent required by statute, rule, regulation or judicial process, (iii) to your counsel or to counsel for any of the Lenders or the Administrative Agent, (iv) to bank examiners (or any other regulatory authority or self-regulatory body having jurisdiction over any Lender or the Administrative Agent), or to auditors Confidentiality Agreement or accountants, (v) to the Administrative Agent or any other Lender, (vi) in connection with the enforcement of rights or remedies under the Bridge Loan Agreement, (vii) to a subsidiary or affiliate of yours as provided in Section 11.12(a) of the Bridge Loan Agreement or (viii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to you a Confidentiality Agreement substantially in the form hereof and (y) in no event shall you be obligated to return any materials furnished to you pursuant to this Confidentiality Agreement. If you are a prospective assignee, your obligations under this Confidentiality Agreement shall be superseded ...
Ladies and Gentlemen. With respect to the Purchased Assets described in the attached Schedule A (the “Purchased Assets”) (a) we hereby certify to you that the Purchased Assets and related Purchased Items are not subject to a lien of any third party, and (b) we hereby release all right, interest or claim of any kind other than any rights under the Master Repurchase Agreement with respect to such Purchased Assets and related Purchased Items, such release to be effective automatically without further action by any party upon payment by Purchaser of the amount of the Purchase Price contemplated under the Master Repurchase Agreement (calculated in accordance with the terms thereof) in accordance with the wiring instructions set forth in the Master Repurchase Agreement. Very truly yours, NEWSTAR CRE FINANCE I LLC By: Name: Title: Schedule A [List of Purchased Asset Documents] EXHIBIT VII [Reserved] EXHIBIT VIII [Reserved] EXHIBIT IX PURCHASED ASSET SERVICER REPORT (See attached) EXHIBIT X EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES WITH RESPECT TO PURCHASED ASSETS Therefore the following exceptions are made to the REPRESENTATIONS AND WARRANTIES REGARDING EACH INDIVIDUAL PURCHASED ASSET under EXHIBIT V: The Purchased Asset known as Xxxx Plaza (herein the “Xxxx Plaza Purchased Asset”) In January 2011 borrower requested that it be allowed to exercise all remaining extension options and that the interest rate cap requirement only apply to the then outstanding principal balance of the loan and not to the total outstanding commitment as provided in the Purchased Asset Documents. NewStar agreed to these requests. In June 2012 the Xxxx Plaza Purchased Asset was restructured and amended. The provisions of the restructuring included, among others, that NewStar would write off $1,500,000 of principal on the loan and that a principal of a constituent owner of the borrower would make a mezzanine loan of $500,000 to an upstream entity owning the borrower. Subsequent to the restructuring an amendment to the modification was executed which clarified the monthly amortization schedule on the loan. In September 2013, NewStar determined that between January 22, 2013 and August 30, 2013 it had billed the borrower on the Xxxx Plaza Purchased Asset interest at a rate of LIBOR (with no floor) + 350 basis points while the Note for the Xxxx Plaza Purchased Asset required interest at LIBOR (floor of 2.00%) + 250 basis points. The result is that NewStar underbilled interest to the borrower by $37,590.63. NewSt...
Ladies and Gentlemen. The undersigned hereby agrees to purchase from SLM Funding LLC (hereinafter called the “Company”), and the Company agrees to sell to the undersigned, $ principal amount of the Company’s (hereinafter called the “Designated Securities”), offered by the Company’s Prospectus, dated , 20 , as amended or supplemented, receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof, plus accrued interest from the date from which interest accrues as set forth below, and on the further terms and conditions set forth below. The undersigned will purchase the Designated Securities from the Company on , 20 (the “Delivery Date”) and interest on the Designated Securities so purchased will accrue from , 20 . [The undersigned will purchase the Designated Securities from the Company on the delivery date or dates and in the principal amount or amounts set forth below: Delivery Date Principal Amount Date from Which Interest Accrues , 20 $ , 20 , 20 $ , 20 Each such date on which Designated Securities are to be purchased hereunder is hereinafter referred to as a “Delivery Date.”(4)] Payment for the Designated Securities which the undersigned has agreed to purchase on [the] [each] Delivery Date shall be made to the Company or its order by certified or official bank check in Clearing House funds at the office of , , , or by wire transfer to a bank account specified by the Company, on [the] [such] Delivery Date upon delivery to the undersigned of the Designated Securities then to be purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written, telex or facsimile communication addressed to the Company not less than five full business days prior to [the] [such] Delivery Date. The obligation of the undersigned to take delivery of and make payment for Designated Securities on [the] [each] Delivery Date shall be subject to the condition that the purchase of Designated Securities to be made by the undersigned shall not on [the] [such] Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject. The obligation of the undersigned to take delivery of and make payment for Designated Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Designated Securities pursuant to other contracts similar to this contract. [The undersigned understands that Underwriters...
Ladies and Gentlemen. In connection with your consideration of a purchase of an interest or a Participation related to the above-referenced Loan Agreement or of becoming a Support Bank as described in such Loan Agreement (the "Transaction"), we and each of NCT Funding and CFUSA recognize that you will need certain confidential information furnished to us by NCT Funding and CFUSA or by such parties directly to you (such information, including information obtained through inspection of NCT Funding or CFUSA pursuant to Section 5.08 of the Loan Agreement, "Information") about NCT Funding and CFUSA and its equipment lease programs that has not been disclosed to the public. Because the use or disclosure of such Information would be damaging to NCT Funding or CFUSA, each of NCT Funding and CFUSA are willing to supply, or to permit us to supply, you with such Information only if you agree to the conditions set forth below. The term "