Xxxxx Fargo Bank, National Association. Xxxxx Fargo Bank, National Association Corporate Banking - Utility and Power Group 00 X. Xxxxxxx Xxxxxx, 0xx Xxxxx Mail Code: X0000-000 Xxxxxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxxx Telephone: 000.000.0000 Facsimile: 612.316.0506 E-mail: xxxxxxx.x.xxxxxxx@xxxxxxxxxx.xxx EXHIBIT A — FORM OF PROMISSORY NOTE ______________, 20__ FOR VALUE RECEIVED, the undersigned, ARIZONA PUBLIC SERVICE COMPANY, an Arizona corporation (the “Borrower”), hereby promises to pay to the order of _______ or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Advance from time to time made by the Lender to the Borrower pursuant to the Five-Year Credit Agreement dated as of May 13, 2016 among the Borrower, the Lender and certain other lenders parties thereto, Barclays Bank PLC, as Agent for the Lender and such other lenders, and the issuing banks and other agents party thereto (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) outstanding on such date. The Borrower promises to pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Agent for the account of the Lender in same day funds at the address and account specified on Schedule 8.02. Each Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Advances by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time the Lender’s Unused Commitment, the indebtedness of the Borrower resulting from each such Advance being evidenced by this Promissory Note and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon t...
Xxxxx Fargo Bank, National Association as administrative agent and collateral agent for the Lenders hereunder (in such capacities, respectively, the “Administrative Agent” and the “U.S. ABL Collateral Agent”), JPMorgan Chase Bank, N.A., as the U.S. facility issuing lender and Canadian facility issuing lender (in such capacity and as further defined in subsection 1.1, an “Issuing Lender”), Xxxxx Fargo Bank, N.A., as syndication agent, the institutions set forth on the cover page hereto, as co-documentation agents, and GE Canada Finance Holding Company;
Xxxxx Fargo Bank, National Association as a Lender Notices: Xxxxx Fargo Bank, National Association 0000 Xxxxxxx Xxxx, Xxxxx 000 Xxxx, Xxxxxx 00000 Attention: Xxxxxxx Xxxxxxx Tel. No. (000) 000-0000 Fax No. (000) 000-0000 E-mail. Xxxxxxx.Xxxxxxx@xxxxxxxxxx.xxx Domestic and Foreign Lending Office: Xxxxx Fargo Bank, National Association 0000 X. X.X. Xxxxxx Xxxx MAC D1109-019 Xxxxxxxxx, XX 00000 Attention: Agency Services Fax No. (000) 000-0000 E-mail. xxxxxxxxxxxxxx.xxxxxxxx@xxxxxxxxxx.xxx
Xxxxx Fargo Bank, National Association. (for Standby Letters of Credit) Xxxxx Fargo Bank, National Association Address: 000 Xxxxx Xxxxxxxx Xxxx, 0xx Xxxxx, MAC D4004-017, Xxxxxxx Xxxxx, Xxxxx Xxxxxxxx 00000 -Or- 000 Xxxxx Xxxxxx, 2nd Floor, MAC A0283-023, San Leandro, CA 94577-6922 Attention: Trade Services- Standby Letters of Credit Telephone: 0-000-000-0000 Winston Salem, North Carolina 1-800-798-2815 San Leandro, CA Facsimile: 000-000-0000 Electronic Mail: xxxx-xxx@xxxxxxxxxx.xxx (for Commercial or Documentary Letters of Credit) Xxxxx Fargo Bank, National Association Address: 0000 Xxxx X.X. Xxxxxx Blvd. Charlotte, NC 28262 Attention: Xxxxx Fargo U.S. Trade Services Telephone: 000-000-0000 Facsimile: 000-000-0000 Electronic Mail: xxxxx.xxxxxxxxx@xxxxxxxxxx.xxx
Xxxxx Fargo Bank, National Association as Lender. Xxxxx Fargo Bank, as a Lender, shall have the same rights and powers under this Agreement and any other Loan Document as any other Lender and may exercise the same as though it were not the Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include Xxxxx Fargo Bank in each case in its individual capacity. Xxxxx Fargo Bank and its affiliates may each accept deposits from, maintain deposits or credit balances for, invest in, lend money to, act as trustee under indentures of, serve as financial advisor to, and generally engage in any kind of business with, the Borrower, any other Obligor or any other affiliate thereof as if it were any other bank and without any duty to account therefor to the other Lenders. Further, the Agent and any affiliate may accept fees and other consideration from the Borrower for services in connection with this Agreement and otherwise without having to account for the same to the other Lenders. The Lenders acknowledge that, pursuant to such activities, the Lender acting as Agent or its Affiliates may receive information regarding the Borrower, other Obligors, other Subsidiaries and other Affiliates (including information that may be subject to confidentiality obligations in favor of such Person) and acknowledge that the Agent shall be under no obligation to provide such information to them.
Xxxxx Fargo Bank, National Association. The parties expressly acknowledge and consent to Xxxxx Fargo Bank, National Association acting in the multiple capacities of Administrative Agent, Collateral Agent and Depositary Agent. Xxxxx Fargo Bank, National Association may, in such multiple capacities, discharge its separate functions fully, without hindrance or regard to conflict of interest principles or other breach of duties to the extent that any such conflict or breach arises from the performance by Xxxxx Fargo Bank, National Association of express duties set forth in the Loan Documents in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto except in the case of negligence (other than errors in judgment) and willful misconduct by Xxxxx Fargo Bank, National Association.
Xxxxx Fargo Bank, National Association. Xxxxx Fargo Bank Standby Letter of Credit Processing
Xxxxx Fargo Bank, National Association. Xxxxx Fargo Bank Standby Letter of Credit Processing 000 X. Xxxxxxxx Xxxx, 0xx floor, MAC D4004-012 Xxxxxxx Xxxxx, XX 00000-0000 Email: XxxxxxxXX@xxxxxxxxxx.xxx Fax: (000) 000-0000
Xxxxx Fargo Bank, National Association condominium complex. The borrower-owned unit is comprised of portions of three below-grade levels and portions of the first 16 upper floors, and has an approximate 30.39% voting rights’ interest in the condominium regime (together with the right to appoint 6 of 15 condominium board members). The condominium regime documents require the commercial unit lender’s consent (through a lender-appointed representative) to any amendment that affects all unit owners, and that no amendment affecting the commercial unit is effective without the commercial unit lender’s representative’s written consent, not to be unreasonably withheld or delayed. Further, amendments relating to the designation of common elements and permitted uses of units require the approval of 80% of all unit owners and, as applicable, the commercial unit lender’s representative’s written consent. The borrower does not have the voting power to affirmatively control the owners’ association, but it does have the voting power to block any material amendments. The loan documents provide for personal liability to the borrower and guarantor for losses related to any material modification or termination of the condominium documents without the lender’s consent if required by the loan documents, and for springing recourse liability to the borrower and guarantor if the borrower (i) votes for (or fails to vote against) or otherwise approves or consents to any termination of the condominium regime or action in furtherance thereof, or (ii) acquiesces to the termination of the condominium regime and such regime terminates.
Xxxxx Fargo Bank, National Association. (vi) the related policy will not contain a provision that terrorism coverage will expire or be excluded or limited in the event TRIPRA expires or is no longer in effect, so long as an insurance policy that does not contain such a provision is commercially available. In-place terrorism insurance is provided by a rated insurer.
