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].
Ladies and Gentlemen. We make reference to the 5-Year Credit Agreement (as amended, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement") dated as of April 28, 2004 among The Pepsi Bottling Group, Inc. (the "Company"), Bottling Group, LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby designates [______________] (the "Borrowing Subsidiary"), a Subsidiary of the Company and a corporation duly incorporated under the laws of [_______________] as a Borrower in accordance with Section 2.17 of the Credit Agreement until such designation is terminated in accordance with said Section 2.17. The Borrowing Subsidiary hereby accepts the above designation and hereby expressly and unconditionally accepts the obligations of a Borrower under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, upon your execution and return to the Company of the enclosed copy of this letter, such Borrowing Subsidiary shall be a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and provisions of the Credit Agreement applicable to it as if it had originally executed the Credit Agreement as a Borrower. The Borrowing Subsidiary hereby authorizes and empowers the Company to act as its representative and attorney-in-fact for the purposes of signing documents and giving and receiving notices (including notices of Borrowing under the Credit Agreement) and other communications in connection with the Credit Agreement and the transactions contemplated thereby and for the purposes of modifying or amending any provision of the Credit Agreement and further agrees that the Agent and each Lender may conclusively rely on the foregoing authorization. The Borrowing Subsidiary represents and warrants that each of the representations and warranties set forth in Section 4.01(a) (as if the reference therein to Delaware were a reference to its jurisdiction of organization), (b), (c) and (d) of the Credit Agreement are true as if each reference therein to the Company were a reference to the Borrowing Subsidiary Form of Designation Letter -------------------------- NY3:#7330584v6 and as if each reference therein to the Loan Documents were a reference to this Designation Letter. The Borrowing Subsidiary hereby agrees that this Designa...
Ladies and Gentlemen. Pursuant to the Credit Agreement, the Borrower hereby makes the requests indicated below:
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. This constitutes a Shifting Control Notice as referred to in Section 2 of the Agreement, a copy of which is attached hereto. Exhibit B l Secured Party Termination Notice Date: JPMorgan Chase Bank, N.A. Attention: Blocked Account Contracts Vineyard Wind 1 LLC Address: 000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000 Attention: Re: Blocked Account Control Agreement dated as of by and among Vineyard Wind 1 LLC (“Company”), MUFG Union Bank, N.A., as collateral agent (in such capacity, together with successors and assigns, “Secured Party”) and JPMorgan Chase Bank, N.A. (“Bank”) relating to account number(s) [ ] (the “Agreement”). Ladies and Gentlemen: This constitutes a Secured Party Termination Notice as referred to in section 7(b) of the Agreement, a copy of which is attached hereto Exhibit C l Assignment Notice Date: JPMorgan Chase Bank, N.A. Attention: Blocked Account Contracts Re: Blocked Account Control Agreement dated as of by and among Vineyard Wind 1 LLC (“Company”), MUFG Union Bank, N.A. (“Secured Party”) and JPMorgan Chase Bank, N.A. (“Bank”) relating to account number(s) [ ] (the “Agreement”). Ladies and Gentlemen: This constitutes an Assignment Notice as referred to in Section 9 of the Agreement, a copy of which is attached hereto. [NAME OF ASSIGNEE] (“Assignee”) agrees to assume all of Secured Party’s obligations under the Agreement. Please select the appropriate response below indicating if Assignee is an existing client of Bank. Assignee is an existing client of Bank Assignee is not a client of Bank (Note: Additional documentation may be required by Bank in order to satisfy its Know Your Customer policies and its due diligence requirements to qualify the Assignee as a customer.) The Assignee’s address for notices is as follows. Address: Attention: Email: _ Fax No.: ATTACHMENT: Blocked Account Control Agreement FORM OF DEPOSIT CONTROL ACCOUNT AGREEMENT (BOFA) DEPOSIT ACCOUNT CONTROL AGREEMENT This Deposit Account Control Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) is entered into as of , among Vineyard Wind 1 LLC, a Delaware limited liability company (“Company”), MUFG Union Bank, N.A., as Collateral Agent as defined in the Security Agreement defined below (in such capacity, the “Collateral Agent”), and Bank of America, N.A. (“Bank”) with respect to the following: RECITALS:
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 Credit Agreement, we have agreed with the Company pursuant to Section 11.12 of the Credit Agreement to use reasonable precautions to keep confidential, except as otherwise provided therein, all non-public information identified by the Company as being confidential at the time the same is delivered to us pursuant to the Credit 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 Credit 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) that (A) such information will not be used by you except in connection with the proposed [participation][assignment] mentioned above and (B) you shall use reasonable precautions, in accordance with your customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep such information confidential, provided that nothing herein shall limit the disclosure of any such information (i) to the extent required by statute, rule, regulation or judicial process, (ii) to your counsel or to counsel for any of the Lenders or the Administrative Agent, (iii) to bank examiners, auditors or accountants, (iv) to the Administrative Agent or any other Lender (or to Chase Securities Inc.), (v) in connection with any litigation to which you or any one or more of the Lenders or the Administrative Agent are a party, (vi) to a subsidiary or affiliate of yours as provided in Section 11.12(a) of the Credit Agreement or (vii) 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; provided, further, that (x) unless specifically prohibited by applicable law or court order, you agree, prior to disclosure thereof, to notify the Company of any request for disclosure of any such non-public information (A) by any governmental agency or representat...
Ladies and Gentlemen. The Borrower hereby refers to the Credit Agreement and requests that the Lender consent to an increase in the aggregate Commitments (the “Commitment Amount Increase”), in accordance with Section 1.8 of the Credit Agreement, to be effected by an increase in the Commitment of the Lender. Capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement. The Commitment Amount Increase shall be in the amount of $___________. After giving effect to such Commitment Amount Increase, the Commitment of the Lender shall be $_____________. THIS COMMITMENT AMOUNT INCREASE REQUEST SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. The Commitment Amount Increase shall be effective when the executed consent of the Lender is received or otherwise in accordance with Section 1.8 of the Credit Agreement, but not in any case prior to ___________________, ____. It shall be a condition to the effectiveness of the Commitment Amount Increase that all expenses referred to in Section 1.8 of the Credit Agreement shall have been paid. The Borrower hereby certifies that (a) no Default or Event of Default has occurred and is continuing and (b) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents are and remain true and correct in all material respects on the effective date of this Commitment Amount Increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. Please indicate the Lender’s consent to such Commitment Amount Increase by signing the enclosed copy of this letter in the space provided below. Very truly yours, ALPHA CORE STRATEGIES FUND By: Name: Title: The undersigned hereby consents on this __ day of _____________, to the above-requested Commitment Amount Increase. BANK OF MONTREAL (CHICAGO BRANCH), as Lender By: Name: Title: SCHEDULE I COVENANT REQUIREMENTS BORROWER MINIMUM NUMBER OF INVESTMENT MANAGERS 7.21(A) MAXIMUM ALLOCATION 7.21(B) MAXIMUM ALLOCATION 7.21(C) MINIMUM REDEEMABLE AMOUNT 7.21(D)
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 "
Ladies and Gentlemen. The undersigned Borrower refers to the Credit Agreement (the terms defined therein, being used herein as defined therein), hereby gives you [irrevocable] notice pursuant to 2.02, [2.03(e)] and 4.05 of the Credit Agreement that Borrower desires to make a borrowing (the “Proposed Borrowing”) under the Credit Agreement, and in that connection sets forth below the information relating to the Proposed Borrowing:
