Ladies and Gentlemen. The undersigned refers to the Credit Agreement and hereby gives you irrevocable notice, pursuant to Section [2.2] [2.5] [2.7(a)] of the Credit Agreement, of the borrowing of a [Term Loan][Revolving Loan][Swingline Loan].
Ladies and Gentlemen. Vornado Realty Trust, a Maryland real estate investment trust (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated .......... , 1997 (the "Underwriting Agreement"), between the Company on the one hand and Goldxxx, Xxchs & Co. on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Shares specified in Schedule II hereto (the "Designated Shares" [consisting of Firm Shares and any Optional Shares the Underwriters may elect to purchase]). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Shares which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Shares pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth in Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Shares, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, a...
Ladies and Gentlemen. Pursuant to the Credit Agreement, the Borrower hereby makes the requests indicated below:
Ladies and Gentlemen. We make reference to the 5-Year Credit Agreement (as amended, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement") dated as of April 28, 2004 among The Pepsi Bottling Group, Inc. (the "Company"), Bottling Group, LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby designates [______________] (the "Borrowing Subsidiary"), a Subsidiary of the Company and a corporation duly incorporated under the laws of [_______________] as a Borrower in accordance with Section 2.17 of the Credit Agreement until such designation is terminated in accordance with said Section 2.17. The Borrowing Subsidiary hereby accepts the above designation and hereby expressly and unconditionally accepts the obligations of a Borrower under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, upon your execution and return to the Company of the enclosed copy of this letter, such Borrowing Subsidiary shall be a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and provisions of the Credit Agreement applicable to it as if it had originally executed the Credit Agreement as a Borrower. The Borrowing Subsidiary hereby authorizes and empowers the Company to act as its representative and attorney-in-fact for the purposes of signing documents and giving and receiving notices (including notices of Borrowing under the Credit Agreement) and other communications in connection with the Credit Agreement and the transactions contemplated thereby and for the purposes of modifying or amending any provision of the Credit Agreement and further agrees that the Agent and each Lender may conclusively rely on the foregoing authorization. The Borrowing Subsidiary represents and warrants that each of the representations and warranties set forth in Section 4.01(a) (as if the reference therein to Delaware were a reference to its jurisdiction of organization), (b), (c) and (d) of the Credit Agreement are true as if each reference therein to the Company were a reference to the Borrowing Subsidiary Form of Designation Letter -------------------------- NY3:#7330584v6 and as if each reference therein to the Loan Documents were a reference to this Designation Letter. The Borrowing Subsidiary hereby agrees that this Designa...
Ladies and Gentlemen. Reference is made to the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of April 23, 2013, by and among MERGE HEALTHCARE INCORPORATED, a Delaware corporation (“Borrower”), the other Pledgors party thereto and JEFFERIES FINANCE LLC, as collateral agent (in such capacity and together with any successors in such capacity, the “Collateral Agent”). This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned, [•] (the “New Pledgor”), pursuant to Section 3.5 of the Security Agreement. The New Pledgor hereby agrees to be bound as a Subsidiary Guarantor to the Credit Agreement and as a Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in Articles V, VI and VII of the Credit Agreement to the same extent that it would have been bound if it had been a signatory to the Credit Agreement on the execution date of the Credit Agreement. Without limiting the generality of the foregoing, as collateral security for the payment and performance in full of all the Secured Obligations, the New Pledgor hereby grants and pledges to the Collateral Agent for the ratable benefit of the Secured Parties, a Lien on and security interest in and to all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Subsidiary Guarantor and Pledgor thereunder. The New Pledgor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement and Article III of the Credit Agreement. Annexed hereto are supplements to each of the schedules to the Security Agreement and the Credit Agreement, as applicable, with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement or the Credit Agreement, as applicable. This Joinder Agreement and any amendments, waivers, consents or supplements hereto may be executed in an...
Ladies and Gentlemen. The undersigned hereby agrees to purchase from SLM Funding LLC (hereinafter called the “Company”), and the Company agrees to sell to the undersigned, $ principal amount of the Company’s (hereinafter called the “Designated Securities”), offered by the Company’s Prospectus, dated , 20 , as amended or supplemented, receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof, plus accrued interest from the date from which interest accrues as set forth below, and on the further terms and conditions set forth below. The undersigned will purchase the Designated Securities from the Company on , 20 (the “Delivery Date”) and interest on the Designated Securities so purchased will accrue from , 20 . [The undersigned will purchase the Designated Securities from the Company on the delivery date or dates and in the principal amount or amounts set forth below: Delivery Date Principal Amount Date from Which Interest Accrues , 20 $ , 20 , 20 $ , 20 Each such date on which Designated Securities are to be purchased hereunder is hereinafter referred to as a “Delivery Date.”(4)] Payment for the Designated Securities which the undersigned has agreed to purchase on [the] [each] Delivery Date shall be made to the Company or its order by certified or official bank check in Clearing House funds at the office of , , , or by wire transfer to a bank account specified by the Company, on [the] [such] Delivery Date upon delivery to the undersigned of the Designated Securities then to be purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written, telex or facsimile communication addressed to the Company not less than five full business days prior to [the] [such] Delivery Date. The obligation of the undersigned to take delivery of and make payment for Designated Securities on [the] [each] Delivery Date shall be subject to the condition that the purchase of Designated Securities to be made by the undersigned shall not on [the] [such] Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject. The obligation of the undersigned to take delivery of and make payment for Designated Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Designated Securities pursuant to other contracts similar to this contract. [The undersigned understands that Underwriters...
Ladies and Gentlemen. This constitutes a Conversion Request pursuant to the terms of the above-referenced Master Agreement.
Ladies and Gentlemen. As a Bank party to the Credit Agreement, we have agreed with the Company pursuant to Section 11.12 of the Credit Agreement to use reasonable precautions to keep confidential, except as otherwise provided therein, all non- public information identified by the Company as being confidential at the time the same is delivered to us pursuant to the Credit Agreement. As provided in said Section 11.12, we are permitted to provide you, as a prospective [holder of a participation in the Loans (as defined in the Credit Agreement)][assignee Bank], with certain of such non-public information subject to the execution and delivery by you, prior to receiving such non-public information, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree (on behalf of yourself and each of your affiliates, directors, officers, employees and representatives) that (A) such information will not be used by you except in connection with the proposed [participation][assignment] mentioned above and (B) you shall use reasonable precautions, in accordance with your customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep such information confidential, provided that -------- nothing herein shall limit the disclosure of any such information (i) to the extent required by statute, rule, regulation or judicial process (with, unless prohibited by applicable law, prior notice thereof to the Company giving sufficient time, if practicable, to afford the Company an opportunity to seek a protective order), (ii) to your counsel or to counsel for any of the Banks or the Administrative Confidentiality Agreement ------------------------- Agent, (iii) to bank examiners, auditors or accountants, (iv) to the Administrative Agent or any other Bank (or to Chase Securities, Inc.), (v) in connection with any litigation to which you or any one or more of the Banks or the Administrative Agent are a party (with, except in the case of any litigation to which the Company or any of its Subsidiaries is also a party, or unless prohibited by applicable law, prior notice to the Company giving sufficient time, if practicable, to afford the Company an opportunity to seek a protective order), (vi) to a subsidiary or affiliate of yours as provided in Section 11.12(a) of the Credit Agreement or (v...
Ladies and Gentlemen. In connection with your consideration of a purchase of an interest or a Participation related to the above-referenced Loan Agreement or of becoming a Support Bank as described in such Loan Agreement (the "Transaction"), we and each of NCT Funding and CFUSA recognize that you will need certain confidential information furnished to us by NCT Funding and CFUSA or by such parties directly to you (such information, including information obtained through inspection of NCT Funding or CFUSA pursuant to Section 5.08 of the Loan Agreement, "Information") about NCT Funding and CFUSA and its equipment lease programs that has not been disclosed to the public. Because the use or disclosure of such Information would be damaging to NCT Funding or CFUSA, each of NCT Funding and CFUSA are willing to supply, or to permit us to supply, you with such Information only if you agree to the conditions set forth below. The term "
Ladies and Gentlemen. The Borrower refers to the above described Credit Agreement and hereby irrevocably notifies you of the Borrowing requested below:
