Common use of WAIVER OF JURY TRIAL; FINAL AGREEMENT Clause in Contracts

WAIVER OF JURY TRIAL; FINAL AGREEMENT. EACH OF THE GUARANTORS AND THE SECURED PARTIES 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 GUARANTY OR THE OBLIGATIONS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO. Form of Guaranty 140812225 v1 Executed as of the date first written above. CALIFORNIA CORPORATE CENTER ACQUISITION LLC By: Name: Title: Address: Form of Guaranty 140812225 v1 Acknowledged and agreed: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: Form of Guaranty 140812225 v1 EXHIBIT G [FORM OF] SECURITY AGREEMENT [See attached.] Form of Security Agreement 140812225 v1 EXHIBIT G TO CREDIT AGREEMENT SECURITY AGREEMENT by BIOMARIN PHARMACEUTICAL INC., as Pledgor, and BANK OF AMERICA, N.A., as Administrative Agent _______________________ Dated as of [ ] Form of Security Agreement 140812225 v1 TABLE OF CONTENTS Page PREAMBLE 1 RECITALS 1 AGREEMENT 2 ARTICLE I DEFINITIONS AND INTERPRETATION

Appears in 1 contract

Samples: Credit Agreement (Biomarin Pharmaceutical Inc)

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WAIVER OF JURY TRIAL; FINAL AGREEMENT. EACH OF THE GUARANTORS AND THE SECURED PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED ALLOWED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A THE GUARANTOR AND THE AGENT EACH IRREVOCABLY WAIVES TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL ACTION, CLAIM, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ON, ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE OBLIGATIONS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONGUARANTEED OBLIGATIONS. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETOPARTIES. Form of Guaranty 140812225 v1 Executed as this ___ day of the date first written above_________, 2015. CALIFORNIA CORPORATE CENTER ACQUISITION LLC TANGER FACTORY OUTLET CENTERS, INC., a North Carolina corporation By: Name: Title: Address: G - 6 Form of Guaranty 140812225 v1 Acknowledged Consented, accepted, and agreedagreed to as an amendment and restatement of the Replaced Guaranty and discharge and release of the Released Guarantors: BANK OF AMERICABank of America, N.A., as Administrative Agent By: Name: Title: G - 7 Form of Guaranty 140812225 v1 EXHIBIT Exhibit A Released Guarantors G [FORM OF] SECURITY AGREEMENT [See attached.] - 8 Form of Security Agreement 140812225 v1 Guaranty EXHIBIT G TO CREDIT AGREEMENT SECURITY AGREEMENT by BIOMARIN PHARMACEUTICAL INC.H-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 Second Amended and Restated Credit Agreement, dated as Pledgorof ___________, 2015 (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 Tanger Properties Limited Partnership (the "Borrower"), the Lenders from time to time party thereto, and BANK OF AMERICABank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Pursuant to the provisions of Section 3.01(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 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-8BENE (or W-8BEN, 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 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: _______________________ Dated as of Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] Form of Security U.S. Tax Compliance Certificate EXHIBIT H-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 Second Amended and Restated Credit Agreement, dated as of ___________, 2015 (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 Tanger Properties Limited Partnership (the "Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Pursuant to the provisions of Section 3.01(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 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-8BENE (or W-8BEN, 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 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 140812225 v1 TABLE and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF CONTENTS Page PREAMBLE 1 RECITALS 1 AGREEMENT 2 ARTICLE I DEFINITIONS AND INTERPRETATIONPARTICIPANT] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] Form of U.S. Tax Compliance Certificate EXHIBIT H-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 Second Amended and Restated Credit Agreement, dated as of ___________, 2015 (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 Tanger Properties Limited Partnership (the "Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Pursuant to the provisions of Section 3.01(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 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-8BENE (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BENE (or W-8BEN, 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 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[ ] Form of U.S. Tax Compliance Certificate EXHIBIT H-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 Second Amended and Restated Credit Agreement, dated as of ___________, 2015 (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 Tanger Properties Limited Partnership (the "Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Pursuant to the provisions of Section 3.01(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 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 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 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-8BENE (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BENE (or W-8BEN, 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 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[ ]

Appears in 1 contract

Samples: Credit Agreement (Tanger Properties LTD Partnership /Nc/)

WAIVER OF JURY TRIAL; FINAL AGREEMENT. EACH OF THE GUARANTORS AND THE SECURED PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED ALLOWED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A THE GUARANTOR AND THE ADMINISTRATIVE AGENT EACH IRREVOCABLY WAIVES TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL ACTION, CLAIM, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ON, ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE OBLIGATIONS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONGUARANTEED OBLIGATIONS. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETOPARTIES. Form Executed this 22nd day of Guaranty 140812225 v1 Executed as of the date first written aboveOctober, 2015. CALIFORNIA CORPORATE CENTER ACQUISITION LLC [NAME OF THE GUARANTOR] By: Name: Title: Address: Form of Guaranty 140812225 v1 Acknowledged and agreedACKNOWLEDGED: BANK OF AMERICAWILMINGTON TRUST, N.A., as Administrative Agent NATIONAL ASSOCIATION By: Name: Title: Form EXHIBIT F SECURITY AND PLEDGE AGREEMENT THIS SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of Guaranty 140812225 v1 EXHIBIT G [FORM OF] SECURITY AGREEMENT [See attached.] Form of Security Agreement 140812225 v1 EXHIBIT G TO CREDIT AGREEMENT SECURITY AGREEMENT by BIOMARIN PHARMACEUTICAL October 22, 2015 among ADVANCED EMISSIONS SOLUTIONS, INC., a Delaware corporation (the “Borrower”), the other parties identified as Pledgor“Grantors” on the signature pages hereto and such other parties that may become Grantors hereunder after the date hereof (together with the Borrower, each individually a “Grantor”, and BANK OF AMERICAcollectively, N.A.the “Grantors”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as Administrative Agent _______________________ Dated as of [ ] Form of Security Agreement 140812225 v1 TABLE OF CONTENTS Page PREAMBLE 1 RECITALS 1 AGREEMENT 2 ARTICLE I DEFINITIONS AND INTERPRETATIONcollateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties.

Appears in 1 contract

Samples: Credit Agreement (Advanced Emissions Solutions, Inc.)

WAIVER OF JURY TRIAL; FINAL AGREEMENT. EACH OF THE GUARANTORS AND THE SECURED PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED ALLOWED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A THE GUARANTOR AND THE AGENT EACH IRREVOCABLY WAIVES TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL ACTION, CLAIM, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ON, ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE OBLIGATIONS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONGUARANTEED OBLIGATIONS. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETOPARTIES. [remainder of page left intentionally blank - signature page(s) to follow] Form of Guaranty 140812225 v1 Executed as this day of the date first written above, 2015. CALIFORNIA CORPORATE CENTER ACQUISITION LLC TANGER FACTORY OUTLET CENTERS, INC., a North Carolina corporation By: Name: Title: Address: Form of Guaranty 140812225 v1 Acknowledged Consented, accepted, and agreedagreed to as an amendment and restatement of the Replaced Guaranty and discharge and release of the Released Guarantors: BANK OF AMERICAXxxxx Fargo Bank, N.A.National Association, as Administrative Agent By: Name: Title: Form of Guaranty 140812225 v1 EXHIBIT G [FORM OF] SECURITY AGREEMENT [See attached.] Exhibit A Released Guarantors Form of Security Guaranty EXHIBIT C FORM OF NOTE FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to pay to or registered assigns (the "Lender"), in accordance with the provisions of the Agreement 140812225 v1 EXHIBIT G TO CREDIT AGREEMENT SECURITY AGREEMENT (as hereinafter defined), the principal amount of each Loan from time to time made by BIOMARIN PHARMACEUTICAL INC.the Lender to the Borrower under that certain Amended and Restated Term Loan Agreement, dated as of October 29, 2015 (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, Xxxxx Fargo Bank, National Association, as PledgorAdministrative Agent, and BANK the other parties thereto. 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. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in Same Day 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 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. This Note is also entitled to the benefits of the Guaranty. 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 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 Note and endorse thereon the date, amount and maturity of its 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. Form of Note THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF AMERICATHE STATE OF NEW YORK. BORROWER: Tanger Properties Limited Partnership, N.A.a North Carolina limited partnership By Tanger GP Trust, its sole general partner By: Name: Title: Form of Note LOANS AND PAYMENTS WITH RESPECT THERETO C-3 Form of Note EXHIBIT D FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: , To: Xxxxx Fargo Bank, National Association, as Administrative Agent _______________________ Dated Ladies and Gentlemen: Reference is made to that certain Amended and Restated Term Loan Agreement, dated as of [ ] Form October 29, 2015 (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 Tanger Properties Limited Partnership (the "Borrower"), the Lenders from time to time party thereto, Xxxxx Fargo Bank, National Association, as Administrative Agent, and the other parties thereto. The undersigned Responsible Officer hereby certifies as of Security Agreement 140812225 v1 TABLE OF CONTENTS Page PREAMBLE the date hereof that he/she is the of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: [Use following paragraph 1 RECITALS 1 AGREEMENT 2 ARTICLE I DEFINITIONS AND INTERPRETATIONfor fiscal year-end financial statements]

Appears in 1 contract

Samples: Term Loan Agreement (Tanger Properties LTD Partnership /Nc/)

WAIVER OF JURY TRIAL; FINAL AGREEMENT. EACH OF THE GUARANTORS AND THE SECURED PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED ALLOWED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A GUARANTORS AND AGENT EACH WAIVE TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL ACTION, CLAIM, SUIT OR PROCEEDING DIRECTLY ON OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE OBLIGATIONS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONGUARANTY. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETOPARTIES. Form of Guaranty 140812225 v1 Executed as of on the date first written aboveabove written. CALIFORNIA CORPORATE CENTER ACQUISITION GUARANTORS: BJME OPERATING CORP. By: Name: Title: Address: STRATHMORE HOLDINGS, INC. By: Name: Title: Address: STRATHMORE PARTNERS LP By: Name: Title: Address: BJ’S NJ ATLANTIC DISTRIBUTION CENTER, LLC By: Name: Title: Address: Form NATICK REALTY, INC. By: Name: Title: Address: NATICK SECURITY CORP. By: Name: Title: Address: Exhibit D FORM OF SWING LINE LOAN NOTICE Date: , To: Bank of Guaranty 140812225 v1 Acknowledged and agreed: BANK OF AMERICAAmerica, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent ByLadies and Gentlemen: Name: Title: Form Reference is made to that certain Credit Agreement, dated as of Guaranty 140812225 v1 EXHIBIT G [FORM OF] SECURITY AGREEMENT [See attached.] Form of Security Agreement 140812225 v1 EXHIBIT G TO CREDIT AGREEMENT SECURITY AGREEMENT by BIOMARIN PHARMACEUTICAL INC.October [ ], 2009 (as Pledgoramended, 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 BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and BANK OF AMERICABank of America, N.A., as Administrative Agent _______________________ Dated as of [ ] Form of Security Agreement 140812225 v1 TABLE OF CONTENTS Page PREAMBLE 1 RECITALS 1 AGREEMENT 2 ARTICLE I DEFINITIONS AND INTERPRETATIONAgent, an LC Issuer and Swing Line Lender. The undersigned hereby requests a Swing Line Loan:

Appears in 1 contract

Samples: Credit Agreement (BJS Wholesale Club Inc)

WAIVER OF JURY TRIAL; FINAL AGREEMENT. EACH OF THE GUARANTORS AND THE SECURED PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED ALLOWED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A THE GUARANTOR AND THE LENDER EACH IRREVOCABLY WAIVES TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL ACTION, CLAIM, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ON, ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE OBLIGATIONS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONGUARANTEED OBLIGATIONS. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETOPARTIES. Form Executed this ___ day of Guaranty 140812225 v1 Executed as of the date first written above________________, _____. CALIFORNIA CORPORATE CENTER ACQUISITION LLC [NAME OF THE GUARANTOR] By: Name: Title: Address: Form EXHIBIT H CERTIFICATE TO ACCOMPANY REQUEST FOR CREDIT EXTENSION To: Bank of Guaranty 140812225 v1 Acknowledged and agreed: BANK OF AMERICAAmerica, N.A., as Administrative Agent ByLadies and Gentlemen: Name: Title: Form Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of Guaranty 140812225 v1 EXHIBIT G [FORM OF] SECURITY AGREEMENT [See attached.] Form of Security Agreement 140812225 v1 EXHIBIT G TO CREDIT AGREEMENT SECURITY AGREEMENT by BIOMARIN PHARMACEUTICAL INC.October 29, 2014 (as Pledgoramended, 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 Franklin Street Properties Corp. (the “Borrower”), the Lenders from time to time party thereto, and BANK OF AMERICABank of America, N.A., as Administrative Agent Agent, L/C Issuer and Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the _______________________________________ Dated of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of [ ] Form of Security Agreement 140812225 v1 TABLE OF CONTENTS Page PREAMBLE 1 RECITALS 1 AGREEMENT 2 ARTICLE I DEFINITIONS AND INTERPRETATIONthe Borrower, and that:

Appears in 1 contract

Samples: Credit Agreement (Franklin Street Properties Corp /Ma/)

WAIVER OF JURY TRIAL; FINAL AGREEMENT. EACH OF THE GUARANTORS AND THE SECURED PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED ALLOWED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A THE GUARANTOR AND THE LENDER PARTIES EACH IRREVOCABLY WAIVES TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL ACTION, CLAIM, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ON, ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE OBLIGATIONS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONGUARANTEED OBLIGATIONS. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETOPARTIES. Form Executed this day of Guaranty 140812225 v1 Executed as of the date first written above, 2009. CALIFORNIA CORPORATE CENTER ACQUISITION LLC [NAMES OF THE GUARANTORS] By: Name: Title: Address: Form EXHIBIT A TO THE GUARANTY FORM OF GUARANTY SUPPLEMENT , Bank of Guaranty 140812225 v1 Acknowledged and agreed: BANK OF AMERICAAmerica, N.A., as Administrative Agent By[Address of Administrative Agent] Attention: Name: Title: Form 364-Day Credit Agreement dated as of Guaranty 140812225 v1 EXHIBIT G [FORM OF] SECURITY AGREEMENT [See attached.] Form of Security Agreement 140812225 v1 EXHIBIT G TO CREDIT AGREEMENT SECURITY AGREEMENT by BIOMARIN PHARMACEUTICAL INC.July 1, as Pledgor2009 among CareFusion Corporation, a Delaware corporation (the “Borrower”), the Lenders party to the Credit Agreement, and BANK OF AMERICABank of America, N.A., as Administrative Agent _______________________ Dated Ladies and Gentlemen: Reference is made to the above-captioned Credit Agreement and to the Guaranty referred to therein (such Guaranty, as of [ ] Form of Security in effect on the date hereof and as it may hereafter be amended, supplemented or otherwise modified from time to time, together with this Guaranty Supplement, being the “Guaranty”). The capitalized terms defined in the Guaranty or in the Credit Agreement 140812225 v1 TABLE OF CONTENTS Page PREAMBLE 1 RECITALS 1 AGREEMENT 2 ARTICLE I DEFINITIONS AND INTERPRETATIONand not otherwise defined herein are used herein as therein defined.

Appears in 1 contract

Samples: Assignment and Assumption (Cardinal Health Inc)

WAIVER OF JURY TRIAL; FINAL AGREEMENT. EACH OF THE GUARANTORS AND THE SECURED PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED ALLOWED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A THE GUARANTOR AND THE AGENT EACH IRREVOCABLY WAIVES TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL ACTION, CLAIM, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ON, ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE OBLIGATIONS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONGUARANTEED OBLIGATIONS. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETOPARTIES. Form Executed this ___ day of Guaranty 140812225 v1 Executed as of the date first written above_________, 2018. CALIFORNIA CORPORATE CENTER ACQUISITION LLC TANGER FACTORY OUTLET CENTERS, INC., a North Carolina corporation By: Name: Title: AddressConsented, accepted, and agreed to as an amendment and restatement of the Replaced Guaranty: Form Bank of Guaranty 140812225 v1 Acknowledged and agreed: BANK OF AMERICAAmerica, N.A., as Administrative Agent By: Name: Title: Form EXHIBIT H-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 Fourth Amended and Restated Liquidity Credit Agreement, dated as of Guaranty 140812225 v1 EXHIBIT G [FORM OF] SECURITY AGREEMENT [See attached.] Form of Security Agreement 140812225 v1 EXHIBIT G TO CREDIT AGREEMENT SECURITY AGREEMENT by BIOMARIN PHARMACEUTICAL INC.July 13, 2021 (as Pledgoramended, 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 Tanger Properties Limited Partnership (the “Borrower”), the Lenders from time to time party thereto, and BANK OF AMERICABank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 3.01(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 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-8BENE (or W-8BEN, 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 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: _______________________ Dated Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] EXHIBIT H-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 Fourth Amended and Restated Liquidity Credit Agreement, dated as of July 13, 2021 (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 Tanger Properties Limited Partnership (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 3.01(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 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-8BENE (or W-8BEN, 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 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 H-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 Fourth Amended and Restated Liquidity Credit Agreement, dated as of July 13, 2021 (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 Tanger Properties Limited Partnership (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 3.01(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 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-8BENE (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BENE (or W-8BEN, 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 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 H-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 Fourth Amended and Restated Liquidity Credit Agreement, dated as of July 13, 2021 (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 Tanger Properties Limited Partnership (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 3.01(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 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 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 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-8BENE (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BENE (or W-8BEN, 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 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 I Form of Security Agreement 140812225 v1 TABLE Sustainability Metric Annual Certificate To: Bank of America, N.A., as Administrative Agent Specified Test Year: Ladies and Gentlemen: Reference is made to that certain Fourth Amended and Restated Liquidity Credit Agreement, dated as of July 13, 2021 (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 Tanger Properties Limited Partnership (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the _______________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that, with respect to the definition of “Applicable Rate” in the Credit Agreement, the undersigned hereby certifies the following information is true and correct in all material respects. As of December 31 of the Specified Test Year, the Sustainability Metric was not less than the Sustainability Metric Election Threshold. The analyses and information set forth on Schedule 1 and attached hereto are true and accurate on and as of December 31 of the Specified Test Year. The Borrower hereby elects that the Applicable Margin be based on the Sustainability Metric Pricing Grid, to be effective commencing on the date that is five (5) Business Days following the date this Sustainability Metric Annual Certificate has been delivered to the Administrative Agent. [REMAINDER OF CONTENTS Page PREAMBLE 1 RECITALS 1 AGREEMENT 2 ARTICLE I DEFINITIONS AND INTERPRETATIONPAGE LEFT INTENTIONALLY BLANK]

Appears in 1 contract

Samples: Liquidity Credit Agreement (Tanger Properties LTD Partnership /Nc/)

WAIVER OF JURY TRIAL; FINAL AGREEMENT. EACH OF THE GUARANTORS AND THE SECURED PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED ALLOWED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A THE GUARANTOR AND THE AGENT EACH IRREVOCABLY WAIVES TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL ACTION, CLAIM, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ON, ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE OBLIGATIONS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONGUARANTEED OBLIGATIONS. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETOPARTIES. Form [remainder of Guaranty 140812225 v1 page left intentionally blank – signature page(s) to follow] Executed as of the date first written abovethis ________, 2021. CALIFORNIA CORPORATE CENTER ACQUISITION LLC TANGER FACTORY OUTLET CENTERS, INC., a North Carolina corporation By: Name: Title: AddressTANGER FACTORY OUTLET CENTERS, INC., a North Carolina corporation Consented, accepted, and agreed to as an amendment and restatement of the Replaced Guaranty: Form Bank of Guaranty 140812225 v1 Acknowledged and agreed: BANK OF AMERICAAmerica, N.A., as Administrative Agent By: Name: Title: Form EXHIBIT H-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 Fourth Amended and Restated Credit Agreement, dated as of Guaranty 140812225 v1 EXHIBIT G [FORM OF] SECURITY AGREEMENT [See attached.] Form of Security Agreement 140812225 v1 EXHIBIT G TO CREDIT AGREEMENT SECURITY AGREEMENT by BIOMARIN PHARMACEUTICAL INC.July 13, 2021 (as Pledgoramended, 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 Tanger Properties Limited Partnership (the “Borrower”), the Lenders from time to time party thereto, and BANK OF AMERICABank of America, N.A., as Administrative Agent and L/C Issuer. Pursuant to the provisions of Section 3.01(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 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-8BENE (or W-8BEN, 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 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: _______________________ Dated Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] EXHIBIT H-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 Fourth Amended and Restated Credit Agreement, dated as of July 13, 2021 (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 Tanger Properties Limited Partnership (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer. Pursuant to the provisions of Section 3.01(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 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-8BENE (or W-8BEN, 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 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 H-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 Fourth Amended and Restated Credit Agreement, dated as of July 13, 2021 (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 Tanger Properties Limited Partnership (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer. Pursuant to the provisions of Section 3.01(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 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-8BENE (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BENE (or W-8BEN, 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 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 H-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 Fourth Amended and Restated Credit Agreement, dated as of July 13, 2021 (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 Tanger Properties Limited Partnership (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer. Pursuant to the provisions of Section 3.01(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 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 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 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-8BENE (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BENE (or W-8BEN, 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 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[ I-2-13 EXHIBIT I Form of Security Agreement 140812225 v1 TABLE Sustainability Metric Annual Certificate To: Bank of America, N.A., as Administrative Agent Specified Test Year: Ladies and Gentlemen: Reference is made to that certain Fourth Amended and Restated Credit Agreement, dated as of July 13, 2021 (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 Tanger Properties Limited Partnership (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the _______________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that, with respect to the definition of “Applicable Rate” in the Credit Agreement, the undersigned hereby certifies the following information is true and correct in all material respects. As of December 31 of the Specified Test Year, the Sustainability Metric was not less than the Sustainability Metric Election Threshold. The analyses and information set forth on Schedule 1 and attached hereto are true and accurate on and as of December 31 of the Specified Test Year. The Borrower hereby elects that the Applicable Margin be based on the Sustainability Metric Pricing Grid, to be effective commencing on the date that is five (5) Business Days following the date this Sustainability Metric Annual Certificate has been delivered to the Administrative Agent. [REMAINDER OF CONTENTS Page PREAMBLE 1 RECITALS 1 AGREEMENT 2 ARTICLE I DEFINITIONS AND INTERPRETATIONPAGE LEFT INTENTIONALLY BLANK]

Appears in 1 contract

Samples: Credit Agreement (Tanger Properties LTD Partnership /Nc/)

WAIVER OF JURY TRIAL; FINAL AGREEMENT. EACH OF THE GUARANTORS AND THE SECURED PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED ALLOWED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A THE GUARANTOR AND THE LENDER PARTIES EACH IRREVOCABLY WAIVES TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL ACTION, CLAIM, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ON, ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE OBLIGATIONS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONGUARANTEED OBLIGATIONS. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETOPARTIES. Form Executed this day of Guaranty 140812225 v1 Executed as of the date first written above, 2009. CALIFORNIA CORPORATE CENTER ACQUISITION LLC [NAMES OF THE GUARANTORS] By: Name: Title: Address: Form EXHIBIT A TO THE GUARANTY FORM OF GUARANTY SUPPLEMENT , Bank of Guaranty 140812225 v1 Acknowledged and agreed: BANK OF AMERICAAmerica, N.A., as Administrative Agent By[Address of Administrative Agent] Attention: Name: Title: Form Bridge Loan Agreement dated as of Guaranty 140812225 v1 EXHIBIT G [FORM OF] SECURITY AGREEMENT [See attached.] Form of Security Agreement 140812225 v1 EXHIBIT G TO CREDIT AGREEMENT SECURITY AGREEMENT by BIOMARIN PHARMACEUTICAL INC.July 1, as Pledgor2009 among CareFusion Corporation, a Delaware corporation (the “Borrower”), the Lenders party to the Credit Agreement, and BANK OF AMERICABank of America, N.A., as Administrative Agent _______________________ Dated Ladies and Gentlemen: Reference is made to the above-captioned Credit Agreement and to the Guaranty referred to therein (such Guaranty, as of [ ] Form of Security in effect on the date hereof and as it may hereafter be amended, supplemented or otherwise modified from time to time, together with this Guaranty Supplement, being the “Guaranty”). The capitalized terms defined in the Guaranty or in the Credit Agreement 140812225 v1 TABLE OF CONTENTS Page PREAMBLE 1 RECITALS 1 AGREEMENT 2 ARTICLE I DEFINITIONS AND INTERPRETATIONand not otherwise defined herein are used herein as therein defined.

Appears in 1 contract

Samples: Assignment and Assumption (Cardinal Health Inc)

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WAIVER OF JURY TRIAL; FINAL AGREEMENT. EACH OF THE GUARANTORS AND THE SECURED PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED ALLOWED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A THE GUARANTOR AND THE LENDER PARTIES EACH IRREVOCABLY WAIVES TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL ACTION, CLAIM, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ON, ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE OBLIGATIONS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONGUARANTEED OBLIGATIONS. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETOPARTIES. Form Executed this day of Guaranty 140812225 v1 Executed as of the date first written above, 2009. CALIFORNIA CORPORATE CENTER ACQUISITION LLC [NAMES OF THE GUARANTORS] By: Name: Title: Address: Form EXHIBIT A TO THE GUARANTY FORM OF GUARANTY SUPPLEMENT , Bank of Guaranty 140812225 v1 Acknowledged and agreed: BANK OF AMERICAAmerica, N.A., as Administrative Agent By[Address of Administrative Agent] Attention: Name: Title: Form Three Year Credit Agreement dated as of Guaranty 140812225 v1 EXHIBIT G [FORM OF] SECURITY AGREEMENT [See attached.] Form of Security Agreement 140812225 v1 EXHIBIT G TO CREDIT AGREEMENT SECURITY AGREEMENT by BIOMARIN PHARMACEUTICAL INC.July 1, as Pledgor2009 among CareFusion Corporation, a Delaware corporation (the “Borrower”), the Lenders party to the Credit Agreement, and BANK OF AMERICABank of America, N.A., as Administrative Agent _______________________ Dated Agent, Swing Line Lender and L/C Issuer Ladies and Gentlemen: Reference is made to the above-captioned Credit Agreement and to the Guaranty referred to therein (such Guaranty, as of [ ] Form of Security in effect on the date hereof and as it may hereafter be amended, supplemented or otherwise modified from time to time, together with this Guaranty Supplement, being the “Guaranty”). The capitalized terms defined in the Guaranty or in the Credit Agreement 140812225 v1 TABLE OF CONTENTS Page PREAMBLE 1 RECITALS 1 AGREEMENT 2 ARTICLE I DEFINITIONS AND INTERPRETATIONand not otherwise defined herein are used herein as therein defined.

Appears in 1 contract

Samples: Assignment and Assumption (Cardinal Health Inc)

WAIVER OF JURY TRIAL; FINAL AGREEMENT. EACH OF THE GUARANTORS AND THE SECURED PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED ALLOWED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A THE GUARANTOR AND THE AGENT EACH IRREVOCABLY WAIVES TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL ACTION, CLAIM, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ON, ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE OBLIGATIONS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONGUARANTEED OBLIGATIONS. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETOPARTIES. Form Executed this ___ day of Guaranty 140812225 v1 Executed as of the date first written aboveNovember, 2011. CALIFORNIA CORPORATE CENTER ACQUISITION LLC TANGER FACTORY OUTLET CENTERS, INC., a North Carolina corporation By: Name: Title: Address[OTHER SUBSIDIARY GUARANTORS] EXHIBIT H-1 FORM OF BID REQUEST To: Form Bank of Guaranty 140812225 v1 Acknowledged and agreed: BANK OF AMERICAAmerica, N.A., as Administrative Agent ByLadies and Gentlemen: Name: Title: Form Reference is made to that certain Amended and Restated Credit Agreement, dated as of Guaranty 140812225 v1 EXHIBIT G [FORM OF] SECURITY AGREEMENT [See attached.] Form of Security Agreement 140812225 v1 EXHIBIT G TO CREDIT AGREEMENT SECURITY AGREEMENT by BIOMARIN PHARMACEUTICAL INC.November 10, 2011 (as Pledgoramended, 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 Tanger Properties Limited Partnership (the "Borrower"), the Lenders from time to time party thereto, and BANK OF AMERICABank of America, N.A., as Administrative Agent _______________________ Dated as of [ ] Form of Security Agreement 140812225 v1 TABLE OF CONTENTS Page PREAMBLE 1 RECITALS 1 AGREEMENT 2 ARTICLE I DEFINITIONS AND INTERPRETATIONAgent, L/C Issuer and Swing Line Lender. The Lenders are invited to make Bid Loans:

Appears in 1 contract

Samples: Credit Agreement (Tanger Properties LTD Partnership /Nc/)

WAIVER OF JURY TRIAL; FINAL AGREEMENT. EACH OF THE GUARANTORS AND THE SECURED PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED ALLOWED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A GUARANTOR AND CREDIT PARTIES EACH WAIVE TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL ACTION, CLAIM, SUIT OR PROCEEDING DIRECTLY ON OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE OBLIGATIONS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONGUARANTY. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETOPARTIES. Form of Guaranty 140812225 v1 Executed GUARANTOR: GMH COMMUNITIES L.P., a Delaware limited partnership, as of the date first written above. CALIFORNIA CORPORATE CENTER ACQUISITION LLC Guarantor By: GMH COMMUNITIES GP TRUST, a Delaware trust, its General Partner By: Name: Title: AddressEXHIBIT G OPINION MATTERS The matters contained in the following Sections of the Credit Agreement should be covered by the legal opinion: Form • Section 5.01(a), (b) and (c) • Section 5.02 • Section 5.03 • Section 5.04 • Section 5.06 • Section 5.14(b) EXHIBIT H FORM OF BORROWER ACCESSION AGREEMENT To: Bank of Guaranty 140812225 v1 Acknowledged and agreed: BANK OF AMERICAAmerica, N.A., as Administrative Agent ByFrom: Name[Subsidiary] and GMH Operating Partnership Dated: TitleTo Whom It May Concern: Form We refer to that certain Credit Agreement dated as of Guaranty 140812225 v1 EXHIBIT G [FORM OF] SECURITY AGREEMENT [See attached.] Form of Security Agreement 140812225 v1 EXHIBIT G TO CREDIT AGREEMENT SECURITY AGREEMENT November 8, 2004, by BIOMARIN PHARMACEUTICAL INC.and between GMH Operating Partnership and the Subsidiary Borrowers defined therein (collectively, as Pledgor“Borrowers”), the Trust defined therein, the Lenders defined therein, and BANK OF AMERICABank of America, N.A., as Administrative Agent _______________________ Dated (“Administrative Agent”) for the Lenders (as of [ ] Form of Security Agreement 140812225 v1 TABLE OF CONTENTS Page PREAMBLE 1 RECITALS 1 AGREEMENT 2 ARTICLE I DEFINITIONS AND INTERPRETATIONrenewed, extended, amended, or restated, the “Credit Agreement”). GMH Operating Partnership, [Subsidiary], the other Subsidiary Borrowers, the Trust, and Administrative Agent agree as follows:

Appears in 1 contract

Samples: Credit Agreement (GMH Communities Trust)

WAIVER OF JURY TRIAL; FINAL AGREEMENT. EACH OF THE GUARANTORS AND THE SECURED PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED ALLOWED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A THE GUARANTOR AND THE AGENT EACH IRREVOCABLY WAIVES TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL ACTION, CLAIM, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ON, ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE OBLIGATIONS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONGUARANTEED OBLIGATIONS. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETOPARTIES. Form of Guaranty 140812225 v1 U.S. Tax Compliance Certificate Executed as of the date first written abovethis January 9, 2018. CALIFORNIA CORPORATE CENTER ACQUISITION LLC TANGER FACTORY OUTLET CENTERS, INC., a North Carolina corporation By: Name: Title: Address: Form of Guaranty 140812225 v1 Acknowledged U.S. Tax Compliance Certificate Consented, accepted, and agreedagreed to as an amendment and restatement of the Replaced Guaranty: BANK OF AMERICABank of America, N.A., as Administrative Agent By: Name: Title: Form of Guaranty 140812225 v1 U.S. Tax Compliance Certificate EXHIBIT G [H-1 FORM OF] SECURITY AGREEMENT [See attached.] 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 Third Amended and Restated Credit Agreement, dated as of Security Agreement 140812225 v1 EXHIBIT G TO CREDIT AGREEMENT SECURITY AGREEMENT by BIOMARIN PHARMACEUTICAL INC.January 9, 2018 (as Pledgoramended, 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 Tanger Properties Limited Partnership (the “Borrower”), the Lenders from time to time party thereto, and BANK OF AMERICABank of America, N.A., as Administrative Agent _______________________ Dated and L/C Issuer. Pursuant to the provisions of Section 3.01(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 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-8BENE (or W-8BEN, 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 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[ ] Form of Security U.S. Tax Compliance Certificate EXHIBIT H-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 Third Amended and Restated Credit Agreement, dated as of January 9, 2018 (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 Tanger Properties Limited Partnership (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer. Pursuant to the provisions of Section 3.01(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 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-8BENE (or W-8BEN, 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 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 140812225 v1 TABLE and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF CONTENTS Page PREAMBLE 1 RECITALS 1 AGREEMENT 2 ARTICLE I DEFINITIONS AND INTERPRETATIONPARTICIPANT] By: Name: Title: Date: , 20[ ] Form of U.S. Tax Compliance Certificate EXHIBIT H-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 Third Amended and Restated Credit Agreement, dated as of January 9, 2018 (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 Tanger Properties Limited Partnership (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer. Pursuant to the provisions of Section 3.01(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 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-8BENE (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BENE (or W-8BEN, 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 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[ ] Form of U.S. Tax Compliance Certificate EXHIBIT H-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 Third Amended and Restated Credit Agreement, dated as of January 9, 2018 (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 Tanger Properties Limited Partnership (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer. Pursuant to the provisions of Section 3.01(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 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 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 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-8BENE (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BENE (or W-8BEN, 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 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[ ]

Appears in 1 contract

Samples: Credit Agreement (Tanger Properties LTD Partnership /Nc/)

WAIVER OF JURY TRIAL; FINAL AGREEMENT. EACH OF THE GUARANTORS AND THE SECURED PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED ALLOWED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A THE GUARANTOR AND THE LENDER EACH IRREVOCABLY WAIVES TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL ACTION, CLAIM, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ON, ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE OBLIGATIONS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONGUARANTEED OBLIGATIONS. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETOPARTIES. Form Executed this ___ day of Guaranty 140812225 v1 Executed as of the date first written above. CALIFORNIA CORPORATE CENTER ACQUISITION LLC By: Name: Title: Address: Form of Guaranty 140812225 v1 Acknowledged and agreed: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: Form of Guaranty 140812225 v1 EXHIBIT G [FORM OF] SECURITY AGREEMENT [See attached.] Form of Security Agreement 140812225 v1 EXHIBIT G TO CREDIT AGREEMENT SECURITY AGREEMENT by BIOMARIN PHARMACEUTICAL INC., as Pledgor, and BANK OF AMERICA, N.A., as Administrative Agent ________________, _______ Dated . [NAME OF THE GUARANTOR] By: Name: Title: Address: 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 made to the Amended and Restated Credit Agreement dated as of [ August 2, 2018 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”) among Franklin Street Properties Corp. (the “Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meaning. Pursuant to the provisions of Section 3.01 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 Amended and Restated 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 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 THE LENDER] By: Name: Title: Address: Date: , 20[__] EXHIBIT I-2 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, 2018 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”) among Franklin Street Properties Corp. (the “Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meaning. Pursuant to the provisions of Section 3.01 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 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 Security the two calendar years preceding such payments. [NAME OF THE PARTICIPANT] By: Name: Title: Address: Date: , 20[__] EXHIBIT I 3 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 140812225 v1 TABLE dated as of August 2, 2018 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”) among Franklin Street Properties Corp. (the “Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meaning. Pursuant to the provisions of Section 3.01 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 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 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 CONTENTS Page PREAMBLE THE PARTICIPANT] By: Name: Title: Address: 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 made to the Amended and Restated Credit Agreement dated as of August 2, 2018 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”) among Franklin Street Properties Corp. (the “Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meaning. Pursuant to the provisions of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Amended and Restated 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 Amended and Restated 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 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 THE LENDER] By: Name: Title: Address: Date: , 20[__] SCHEDULE 1 RECITALS Intentionally Omitted SCHEDULE 2.01 COMMITMENTS AND APPLICABLE PERCENTAGES Lender Commitment Applicable Percentage JPMorgan Chase Bank, N.A. $32,500,000.00 21.666666667% Citizens Bank, N.A. $32,500,000.00 21.666666667% PNC Bank, National Association $32,500,000.00 21.666666667% U.S. Bank National Association $32,500,000.00 21.666666667% Compass Bank $20,000,000.00 13.333333333% Total Outstanding as of the Closing Date $150,000,000 100.000000% Schedule 2.01-1 AGREEMENT 2 ARTICLE I DEFINITIONS AND INTERPRETATIONSCHEDULE 5.05

Appears in 1 contract

Samples: Credit Agreement (Franklin Street Properties Corp /Ma/)

WAIVER OF JURY TRIAL; FINAL AGREEMENT. EACH OF THE GUARANTORS AND THE SECURED PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED ALLOWED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A EACH GUARANTOR AND EACH CREDIT PARTY EACH IRREVOCABLY WAIVES TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL ACTION, CLAIM, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ON, ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE OBLIGATIONS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONGUARANTEED OBLIGATIONS. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETOPARTIES. Form of Guaranty 140812225 v1 [Signature Pages Follow.] ​ ​ ​ ​ Executed as of the date first written above. CALIFORNIA CORPORATE CENTER ACQUISITION LLC ​ ​ ​ ​ GUARANTORS: ​ ​ ​ [NAME OF THE GUARANTOR] ​ ​ ​ ​ By: ​ ​ ​ Name: ​ ​ Title: ​ ​ ​ ​ Address: Form ​ ​ ​ [__________] ​ [__________] ​ [__________] ​ ​ ​ ​ Signature Page to Continuing Subsidiary Guaranty ​ EXHIBIT J FORM OF PLEDGE AGREEMENT ​ PLEDGE AGREEMENT THIS PLEDGE AGREEMENT, dated as of Guaranty 140812225 v1 Acknowledged February [•], 2024 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”), is entered into by and agreed: BANK OF AMERICAamong the parties signatory hereto as a “Pledgor” (the “Initial Pledgors”), N.A., and certain other Subsidiaries of Borrower (as Administrative Agent By: Name: Title: Form defined below) from time to time party hereto pursuant to a supplement in the form of Guaranty 140812225 v1 EXHIBIT G [FORM OF] SECURITY AGREEMENT [See attached.] Form of Security Agreement 140812225 v1 EXHIBIT G TO CREDIT AGREEMENT SECURITY AGREEMENT by BIOMARIN PHARMACEUTICAL INC., Exhibit A (the Initial Pledgors and each such other Subsidiary are individually referred to herein as a “Pledgor” and collectively as the “Pledgors”), and BANK OF AMERICA, N.A., as Administrative Agent _______________________ Dated (in such capacity, “Administrative Agent”) for the benefit of the Credit Parties (as of [ ] Form of Security Agreement 140812225 v1 TABLE OF CONTENTS Page PREAMBLE 1 RECITALS 1 AGREEMENT 2 ARTICLE I DEFINITIONS AND INTERPRETATIONdefined below).

Appears in 1 contract

Samples: Credit Agreement (Franklin Street Properties Corp /Ma/)

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