Common use of Certain Investments Clause in Contracts

Certain Investments. EXHIBITS: A-1 Borrowing Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Tranche B-1 Term Loan Note B-2 Tranche B-2 Term Loan Note B-3 Revolving Loan Note B-4 Swing Line Note C Compliance Certificate D [Reserved] E Assignment Agreement F Certificate re Non-Bank Status G-1 Restatement Date Certificate G-2 Solvency Certificate H Counterpart Agreement I Pledge and Security Agreement J Mortgage K Landlord Waiver and Consent Agreement L Intercompany Note M Joinder Agreement SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of September 5, 2013, is entered into by and among FAIRMOUNT MINERALS, LTD., a Delaware corporation (the “U.S. Borrower” or the “Borrower Representative”), FAIRMOUNT MINERALS HOLDINGS, INC., a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES OF THE U.S. BORROWER, as Guarantors, LAKE SHORE SAND COMPANY (Ontario) LTD., an entity organized under the laws of the province of Ontario, Canada, as Canadian Borrower (the “Canadian Borrower”, and, together with the U.S. Borrower, the “Borrowers”), the Lenders party hereto from time to time, BARCLAYS BANK PLC (“Barclays Bank”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”), as Revolving Administrative Agent (together with its permitted successors in such capacity, the “Revolving Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”) as Syndication Agent (together with its permitted successors in such capacity, the “Syndication Agent”), and PNC BANK, NATIONAL ASSOCIATION (“PNC Bank”) and XXXXX FARGO SECURITIES, LLC (“Xxxxx Fargo Securities”), as Co-Documentation Agents (together with their permitted successors in such capacity, the “Co-Documentation Agents”).

Certain Investments. F-1 Closing Date Foreign Collateral Documents L-1 Existing Letters of Credit EXHIBITS: A-1 Borrowing Form of Funding Notice A-2 Form of Conversion/Continuation Notice A-3 Form of Issuance Notice B-1 Tranche B-1 Form of Term Loan Note B-2 Tranche B-2 Form of Revolving Loan Note B-3 Form of Swing Line Note B-4 Form of Incremental Term Loan Note B-3 Revolving Loan Note B-4 Swing Line Note C C-1 Form of Compliance Certificate D [Reserved] C-2 Form of Pro Forma Compliance Certificate D-1 Form of US Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For US Federal Income Tax Purposes) D-2 Form of US Tax Compliance Certificate (For Non-US Participants That Are Not Partnerships For US Federal Income Tax Purposes) D-3 Form of US Tax Compliance Certificate (For Non-US Participants That Are Partnerships For US Federal Income Tax Purposes) D-4 Form of US Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For US Federal Income Tax Purposes) E Form of Assignment and Assumption Agreement F Certificate re Non-Bank Status G-1 Restatement Form of Closing Date Certificate G-2 Solvency Certificate H G Form of Counterpart Agreement H Form of Pledge and Security Agreement I Form of Limited Recourse Pledge and Security Agreement J Mortgage [Reserved] K Landlord Waiver and Consent Form of Joinder Agreement L Intercompany Note Form of Solvency Certificate M Form of Intercreditor Agreement N Form of Borrower Joinder Agreement SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AND GUARANTY AGREEMENT This SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of September 5August 28, 20132017 (this “Agreement”), is entered into by and among FAIRMOUNT MINERALSEAGLETREE-CARBIDE HOLDINGS (CAYMAN), LTD.LP, a Delaware corporation Cayman Islands exempted limited partnership acting by its general partner EagleTree-Carbide (the GP), LLC, a Cayman Islands limited liability company (“U.S. Borrower” or the “Borrower RepresentativeHoldings”), FAIRMOUNT MINERALS HOLDINGS, INCEAGLETREE-CARBIDE ACQUISITION CORP., a Delaware corporation (“HoldingsU.S. Borrower”), CERTAIN SUBSIDIARIES OF THE U.S. BORROWEREAGLETREE-CARBIDE ACQUISITION S.À X.X., as Guarantorsa Luxembourg private limited liability company (société à responsabilité limitée), LAKE SHORE SAND COMPANY with a registered office at 00, xxxxxxxxx Xxxxxx-Xxxxxxxx Xxxxxxxxx, X-0000 Xxxxxxxxxx, and registered with the Luxembourg Register of Commerce and Companies under number B216.833 (Ontario) LTD., an entity organized under the laws of the province of Ontario, Canada, as Canadian Borrower (the “Canadian Lux Borrower”, ” and, together with the U.S. Borrower and each other Person that becomes a “Borrower” hereunder, each a “Borrower” and collectively, the “Borrowers”), the Lenders party hereto from time to time, BARCLAYS BANK PLC EAGLETREE-CARBIDE HOLDINGS (“Barclays Bank”US), LLC, a Delaware limited liability company, and CERTAIN OTHER SUBSIDIARIES OF HOLDINGS PARTY HERETO, as Administrative Agent Guarantors, THE LENDERS PARTY HERETO, and MACQUARIE CAPITAL FUNDING LLC, as administrative agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent”), and as Revolving Administrative Agent a collateral agent (in such capacity, together with its permitted successors in such capacity, the “Revolving Administrative Agent”) and as Collateral Agent (together with its permitted successors assigns in such capacity, the “Collateral Agent”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”) as Syndication Agent (together with its permitted successors in such capacity, the “Syndication Agent”), and PNC BANK, NATIONAL ASSOCIATION (“PNC Bank”) and XXXXX FARGO SECURITIES, LLC (“Xxxxx Fargo Securities”), as Co-Documentation Agents (together with their permitted successors in such capacity, the “Co-Documentation Agents”).

Certain Investments. EXHIBITS: A-1 Borrowing Form of Funding Notice A-2 Form of Conversion/Continuation Notice A-3 Form of Issuance Notice B-1 Tranche B-1 Form of Term Loan Note B-2 Tranche B-2 Form of Revolving Loan Note B-3 Form of Swing Line Note B-4 Form of Incremental Term Loan Note B-3 Revolving Loan Note B-4 Swing Line Note C C-1 Form of Compliance Certificate D [Reserved] E Assignment Agreement F C-2 Form of Pro Forma Compliance Certificate re D-1 Form of US Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For US Federal Income Tax Purposes) D-2 Form of US Tax Compliance Certificate (For Non-Bank Status G-1 Restatement US Participants That Are Not Partnerships For US Federal Income Tax Purposes) D-3 Form of US Tax Compliance Certificate (For Non-US Participants That Are Partnerships For US Federal Income Tax Purposes) D-4 Form of US Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For US Federal Income Tax Purposes) E Form of Assignment and Assumption F Form of Closing Date Certificate G-2 Solvency Certificate H G Form of Counterpart Agreement I H Form of Pledge and Security Agreement I Form of Mortgage J Mortgage K Form of Landlord Waiver and Consent Agreement L Intercompany Note M K Form of Joinder Agreement SECOND AMENDED AND RESTATED L Form of Solvency Certificate CREDIT AND GUARANTY AGREEMENT This SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of September 5June 11, 20132018 (this “Agreement”), is entered into by and among FAIRMOUNT MINERALSNRC US HOLDING COMPANY, LTD.LLC, a Delaware corporation limited liability company (the “U.S. NRC Borrower” or the “Borrower Representative”), FAIRMOUNT MINERALS HOLDINGSSPRINT ENERGY SERVICES, INC.LLC, a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES OF THE U.S. BORROWER, as Guarantors, LAKE SHORE SAND COMPANY (Ontario) LTD., an entity organized under the laws of the province of Ontario, Canada, as Canadian Borrower limited liability company (the “Canadian Sprint Borrower”, and, together and collectively with the U.S. NRC Borrower, the “Borrowers” and each a “Borrower”), the Lenders party hereto from time to timeJFL-NRC HOLDINGS, BARCLAYS BANK PLC LLC, a Delaware limited liability company (“Barclays BankNRC Holdings”), SES HOLDCO, LLC, a Delaware limited liability company (“Sprint Holdings”, and collectively with NRC Holdings, the “Holding Companies” and each a “Holding Company”), NRC GROUP HOLDINGS, LLC, a Delaware limited liability company (“Parent”), CERTAIN OTHER SUBSIDIARIES OF PARENT PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, and BNP PARIBAS (“BNP Paribas”), as Administrative Agent administrative agent (together with its permitted successors in such capacity, the “Administrative Agent”), as Revolving Administrative Agent (together with its permitted successors in such capacity, the “Revolving Administrative Agent”) and as Collateral Agent collateral agent (together with its permitted successors in such capacity, the “Collateral Agent”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”) as Syndication Agent (together with its permitted successors in such capacity, the “Syndication Agent”), and PNC BANK, NATIONAL ASSOCIATION (“PNC Bank”) and XXXXX FARGO SECURITIES, LLC (“Xxxxx Fargo Securities”), as Co-Documentation Agents (together with their permitted successors in such capacity, the “Co-Documentation Agents”).

Certain Investments. EXHIBITS: A-1 Borrowing Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Tranche B-1 A Term Loan Note B-2 Tranche B-2 B Term Loan Note B-3 Revolving Loan Note B-4 Swing Line Note C Compliance Certificate D [Reserved] Opinions of Counsel E Assignment Agreement F Certificate re Regarding Non-Bank bank Status G-1 Restatement Closing Date Certificate G-2 Solvency Certificate H Counterpart Agreement I I-1 U.S. Pledge and Security Agreement I-2 Canadian Guarantee I-4 U.K. Fixed and Floating Security Document I-5 U.K. Share Charge J Mortgage K Landlord Waiver and Consent Agreement L Intercompany Note M Joinder Agreement SECOND AMENDED AND RESTATED Borrowing Base Certificate CREDIT AND GUARANTY AGREEMENT This SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of September 5April 30, 20132007, is entered into by and among FAIRMOUNT MINERALS, LTD.XXXXXXXXX COMPANY, a Delaware corporation (the “U.S. Borrower” or the “Borrower Representative”), FAIRMOUNT MINERALS HOLDINGS, INC., a Delaware Michigan corporation (“Holdings”), XXXXXXXXX ENTERTAINMENT RESOURCES L.L.C., a Michigan limited liability company (“Company”), CERTAIN DOMESTIC SUBSIDIARIES OF HOLDINGS IDENTIFIED ON THE U.S. BORROWER, as Guarantors, LAKE SHORE SAND COMPANY SIGNATURE PAGES HERETO AS “BORROWERS” (Ontario) LTD., an entity organized under the laws of the province of Ontario, Canada, as Canadian Borrower (the “Canadian Borrower”, andsuch Subsidiaries, together with the U.S. Company, are referred to individually as a “Borrower” and collectively, the jointly and severally, as “Borrowers”), and CERTAIN SUBSIDIARIES OF HOLDINGS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS “GUARANTORS”, as Guarantors (as hereinafter defined), the Lenders (as hereinafter defined) party hereto from time to time, BARCLAYS BANK PLC SILVER POINT FINANCE, LLC (“Barclays BankSilver Point”), as Administrative Agent administrative agent for the Lenders (together with its permitted successors in such capacity, the “Administrative Agent”), as Revolving Administrative Agent collateral agent for the Lenders (together with its permitted successors in such capacity, the “Revolving Administrative Collateral Agent”) and as Collateral Agent co-lead arranger (together with its permitted successors in such capacity, the “Collateral Agent”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”) as Syndication Agent (together with its permitted successors in such capacity, the “Syndication Agent”), and PNC BANK, NATIONAL ASSOCIATION (“PNC Bank”) and XXXXX FARGO SECURITIES, LLC (“Xxxxx Fargo Securities”), as Co-Documentation Agents (together with their permitted successors in such capacity, the a “Co-Documentation AgentsLead Arranger”).

Certain Investments. EXHIBITS: A-1 Borrowing Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Tranche B-1 Term Loan Note B-2 Tranche B-2 Term Revolving Loan Note B-3 Revolving Loan Note B-4 Swing Line Note C Compliance Certificate D [Reserved] D-1 Affiliate Assignment and Assumption Agreement D-2 Assignment and Assumption Agreement E Assignment Agreement F Certificate re Non-Bank Status G-1 Restatement F-1 Closing Date Certificate G-2 F-2 Solvency Certificate H G Counterpart Agreement I H Pledge and Security Agreement I-1 Mortgage Agreement I-2 Landlord Personal Property Collateral Access Agreements J Mortgage Gaming Entities Pledge Agreement K Landlord Waiver and Consent Agreement L Intercompany Note M L Joinder Agreement SECOND AMENDED AND RESTATED M Modified Dutch Auction Procedures N Intercreditor Agreement O Incumbency Certificate P Perfection Certificate FIRST LIEN CREDIT AND GUARANTY AGREEMENT This SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of September 5July 3, 2013, is entered into by and among FAIRMOUNT MINERALS, LTD.AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC, a Delaware corporation (the “U.S. Borrower” or the “Borrower Representative”), FAIRMOUNT MINERALS HOLDINGS, INC., a Delaware corporation limited liability company (“HoldingsBorrower”), CERTAIN SUBSIDIARIES OF THE U.S. BORROWER, as Guarantors, LAKE SHORE SAND COMPANY (Ontario) LTD., an entity organized under the laws of the province of Ontario, Canada, as Canadian Borrower (the “Canadian Borrower”, and, together with the U.S. Borrower, the “Borrowers”), the Lenders party hereto from time to time, BARCLAYS BANK PLC GXXXXXX SXXXX LENDING PARTNERS LLC (“Barclays BankGxxxxxx Sachs”) and DEUTSCHE BANK SECURITIES INC. (“DBSI”), as Co-Syndication Agents (in such capacity, “Syndication Agents”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”), as Revolving Administrative Agent (together with its permitted successors in such capacity, the “Revolving Administrative Agent”) and as Collateral Agent (together with its permitted successors successor in such capacity, the “Collateral Agent”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”) and as Syndication Documentation Agent (together with its permitted successors in such capacity, the “Syndication Documentation Agent”), and PNC BANK, NATIONAL ASSOCIATION (“PNC Bank”) Gxxxxxx Sxxxx and XXXXX FARGO SECURITIES, LLC (“Xxxxx Fargo Securities”)DBSI, as Co-Documentation Agents Joint Lead Arrangers (together with their permitted successors in such capacity, the “Co-Documentation AgentsArrangers”).) and Joint Bookrunners. RECITALS:

Certain Investments. EXHIBITS: A-1 Borrowing Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Tranche B-1 B Term Loan Note B-2 Tranche B-2 Term Loan Note B-3 Revolving Loan Note B-4 Swing Line Note C Compliance Certificate D [Reserved] D-1 Affiliate Assignment and Assumption Agreement D-2 Assignment and Assumption Agreement E Assignment Agreement F Certificate re Non-Bank Status G-1 Restatement F-1 Closing Date Certificate G-2 F-2 Solvency Certificate H G Counterpart Agreement I H Pledge and Security Agreement I-1 Mortgage Agreement I-2 Landlord Personal Property Collateral Access Agreements J Mortgage Gaming Entities Pledge Agreement K Landlord Waiver and Consent Agreement L Intercompany Note M L Joinder Agreement M Modified Dutch Auction Procedures N Intercreditor Agreement O Incumbency Certificate P Perfection Certificate SECOND AMENDED AND RESTATED LIEN CREDIT AND GUARANTY AGREEMENT This SECOND AMENDED AND RESTATED LIEN CREDIT AND GUARANTY AGREEMENT, dated as of September 5July 3, 2013, is entered into by and among FAIRMOUNT MINERALS, LTD.AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC, a Delaware corporation (the “U.S. Borrower” or the “Borrower Representative”), FAIRMOUNT MINERALS HOLDINGS, INC., a Delaware corporation limited liability company (“HoldingsBorrower”), CERTAIN SUBSIDIARIES OF THE U.S. BORROWER, as Guarantors, LAKE SHORE SAND COMPANY (Ontario) LTD., an entity organized under the laws of the province of Ontario, Canada, as Canadian Borrower (the “Canadian Borrower”, and, together with the U.S. Borrower, the “Borrowers”), the Lenders party hereto from time to time, BARCLAYS BANK PLC GXXXXXX SXXXX LENDING PARTNERS LLC (“Barclays BankGxxxxxx Sachs”) and DEUTSCHE BANK SECURITIES INC. (“DBSI”), as Co-Syndication Agents (in such capacity, “Syndication Agents”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”), as Revolving Administrative Agent (together with its permitted successors in such capacity, the “Revolving Administrative Agent”) and as Collateral Agent (together with its permitted successors successor in such capacity, the “Collateral Agent”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”) and as Syndication Documentation Agent (together with its permitted successors in such capacity, the “Syndication Documentation Agent”), and PNC BANK, NATIONAL ASSOCIATION (“PNC Bank”) Gxxxxxx Sxxxx and XXXXX FARGO SECURITIES, LLC (“Xxxxx Fargo Securities”)DBSI, as Co-Documentation Agents Joint Lead Arrangers (together with their permitted successors in such capacity, the “Co-Documentation AgentsArrangers”)) and Joint Bookrunners.

Certain Investments. EXHIBITS: A-1 Borrowing Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Tranche B-1 Term Loan Note B-2 Tranche B-2 Term Revolving Loan Note B-3 Revolving Loan Note B-4 Swing Line Note C Compliance Certificate D [Reserved] Opinions of Counsel E Assignment Agreement F Certificate re Re Non-Bank bank Status G-1 Restatement Date Certificate G-2 G Solvency Certificate H Counterpart Agreement I Pledge and Security Agreement J Mortgage K Landlord Waiver and Consent Agreement L Intercompany Interco Note M Joinder Interco Subordination Agreement SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of September 5December 23, 20132003, is entered into by and among FAIRMOUNT MINERALS, LTD.KRATON POLYMERS LLC, a Delaware corporation limited liability company (the “U.S. Borrower” or the “Borrower RepresentativeCompany”), FAIRMOUNT MINERALS HOLDINGSas borrower, INC.POLYMER HOLDINGS LLC, a Delaware corporation limited liability company (“Holdings”), ) and CERTAIN SUBSIDIARIES OF THE U.S. BORROWERCOMPANY, as Guarantors, LAKE SHORE SAND COMPANY (Ontario) LTD., an entity organized under the laws of the province of Ontario, Canada, as Canadian Borrower (the “Canadian Borrower”, and, together with the U.S. Borrower, the “Borrowers”), the Lenders party hereto from time to time, BARCLAYS BANK PLC XXXXXXX XXXXX CREDIT PARTNERS L.P. (“Barclays BankGSCP”) and UBS SECURITIES LLC (“UBSS”), as Administrative Agent joint lead arrangers and joint book runners (together in such capacities, “Lead Arrangers”), XXXXXXX SACHS CREDIT PARTNERS L.P., as syndication agent (in such capacity, “Syndication Agent”), UBS AG, STAMFORD BRANCH (“UBS”), as administrative agent (together with its permitted successors in such capacity, the “Administrative Agent”), ) and as Revolving Administrative Agent collateral agent (together with its permitted successors in such capacity, the “Revolving Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”), KEYBANK NATIONAL ASSOCIATION and XXXXXX XXXXXXX SENIOR FUNDING INC. (“KeyBank”) as Syndication Agent (together with its permitted successors in such capacity, the “Syndication AgentMS”), and PNC BANKCREDIT SUISSE FIRST BOSTON, NATIONAL ASSOCIATION ACTING THROUGH ITS CAYMAN ISLANDS BRANCH (“PNC BankCSFB”) and XXXXX FARGO SECURITIES, LLC GENERAL ELECTRIC CAPITAL CORPORATION (“Xxxxx Fargo SecuritiesGECC”), as Co-Documentation Agents documentation agents (together with their permitted successors in such capacity, the “Co-Documentation Agents”).