Acknowledgement and Consent to Bail. In of Certain Financial Institutions 108 Section 9.23 Stay Provisions 109 Section 9.24 Waiver of Right to Trial by Jury 110 Schedules Schedule 2.1 Commitments and Pro Rata Shares Schedule 9.2 Administrative Agent’s Office, Certain Addresses for Notices Exhibits Exhibit A-1 Form of Committed Loan Notice Exhibit A-2 Form of Swing Line Loan Notice Exhibit B Form of Note Exhibit C [Reserved] Exhibit D Form of Assignment and Assumption 364 DAY CREDIT AGREEMENT THIS 364 DAY CREDIT AGREEMENT (this “Agreement”) dated as of November 18, 2022 is made among TOYOTA MOTOR CREDIT CORPORATION, a California corporation (“TMCC”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada (“TCCI”), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” and, together with TMCC, TMFNL, TFSUK, TCPR, TCCI and TKG, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), BNP PARIBAS, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. (“BNPP Securities”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“Citibank”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and MUFG BANK, LTD. (“MUFG”), as Joint Lead Arrangers and Joint Book Managers, Citibank, BANK OF AMERICA, N.A. (“BofA”) and JPMorgan, as Swing Line Lenders, and Citibank, BofA, JPMorgan and MUFG, as Syndication Agents.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp)
Acknowledgement and Consent to Bail. In of Certain EEA Financial Institutions 108 Section 9.23 Stay Provisions 109 Section 9.24 Waiver of Right to Trial by Jury 110 Schedules SCHEDULES Schedule 2.1 I ‑ Commitments and Pro Rata Shares Applicable Lending Offices Schedule 9.2 Administrative Agent’s Office, II ‑ Deemed Qualifying Ground Leases Schedule III ‑ Certain Notice Addresses for Notices Exhibits Schedule 4.01(n) ‑ Surviving Debt EXHIBITS Exhibit A-1 Form of Committed Loan Notice Exhibit A-2 Form of Swing Line Loan Notice Exhibit B A ‑ Form of Note Exhibit B ‑ Form of Notice of Borrowing Exhibit C [Reserved] ‑ Form of Guaranty Supplement Exhibit D ‑ Form of Assignment and Assumption 364 DAY Acceptance Exhibit E ‑ Form of Unencumbered Assets Certificate Exhibit F ‑ Form of Borrower Accession Agreement CREDIT AGREEMENT THIS 364 DAY CREDIT AGREEMENT dated as of October 24, 2018 (this “Agreement”) dated as of November 18among DIGITAL REALTY TRUST, 2022 is made among TOYOTA MOTOR CREDIT CORPORATIONL.P., a California corporation Maryland limited partnership (the “TMCCOperating Partnership”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V.DIGITAL JAPAN, LLC, a corporation organized under Delaware limited liability company (the laws of the Netherlands (“TMFNLInitial Borrower 1”), TOYOTA FINANCIAL SERVICES (UK) PLCDIGITAL OSAKA 3 TMK, a corporation organized under Japanese tokutei mokuteki kaisha (the laws of England “Initial Borrower 2”) and DIGITAL OSAKA 4 TMK, a Japanese tokutei mokuteki kaisha (the “TFSUKInitial Borrower 3”; and collectively with the Initial Borrower 1 and the Initial Borrower 2 and any Additional Borrowers (as defined below), the “Borrowers” and each individually a “Borrower”), TOYOTA CREDIT DE PUERTO RICO CORP.DIGITAL REALTY TRUST, a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a Maryland corporation incorporated under (the laws of Canada (“TCCIParent Guarantor”), TOYOTA KREDITBANK GMBHDIGITAL EURO XXXXX LLC, a corporation organized under the laws of Germany Delaware limited liability company (“TKGDigital Euro”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under any Additional Guarantors (as hereinafter defined) acceding hereto pursuant to Section 5.01(j) (the laws of the Commonwealth of Australia (“TFA” andAdditional Guarantors, together with TMCCthe Operating Partnership, TMFNL, TFSUK, TCPR, TCCI the Parent Guarantor and TKGDigital Euro, the “BorrowersGuarantors”), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the initial lenders (the “Initial Lenders”), each lender from time Issuing Bank (as hereinafter defined) and SUMITOMO MITSUI BANKING CORPORATION (“SMBC”), as administrative agent (together with any successor administrative agent appointed pursuant to time party hereto (collectivelyArticle VIII, the “Lenders” and, individually, a “LenderAdministrative Agent”) for the Lender Parties (as hereinafter defined), BNP PARIBASwith SMBC, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. (“BNPP Securities”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“Citibank”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and MUFG BANK, LTD. and MIZUHO BANK, LTD, as joint lead arrangers and joint bookrunners (the “MUFGArrangers”), as Joint Lead Arrangers and Joint Book Managers, Citibank, BANK OF AMERICA, N.A. (“BofA”) and JPMorgan, as Swing Line Lenders, and Citibank, BofA, JPMorgan and MUFG, as Syndication Agents.. Digital Realty – Yen Credit Agreement
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Acknowledgement and Consent to Bail. In of Certain Affected Financial Institutions 108 140 Section 9.23 Stay Provisions 109 Section 9.24 Waiver 12.20 Acknowledgement Regarding Any Supported QFCs 140 ANNEXES, EXHIBITS AND SCHEDULES Annex I List of Right to Trial by Jury 110 Schedules Schedule 2.1 Maximum Credit Amounts Annex II List of Initial Term Loan Commitments and Pro Rata Shares Schedule 9.2 Administrative Agent’s Office, Certain Addresses for Notices Exhibits Exhibit A-1 Form of Committed Loan Notice Note (Revolving Loans) Exhibit A-2 Form of Swing Line Note (Term Loans) Exhibit B-1 Form of Borrowing Request Exhibit B-2 Form of Swingline Loan Notice iv Exhibit B C Form of Note Exhibit C [Reserved] Interest Election Request Exhibit D Form of Compliance Certificate Exhibit E Security Instruments Exhibit F Form of Guaranty Agreement Exhibit G Form of Assignment and Assumption 364 DAY Exhibit H Form of Lender Certificate Exhibit I Form of Solvency Certificate Exhibit J Form of Consolidated Cash Balance Certificate Schedule 7.05 Litigation Schedule 7.14 Subsidiaries Schedule 7.18 Gas Imbalances; Take or Pay; Other Prepayments Schedule 7.19 Marketing Agreements Schedule 7.20 Swap Agreements Schedule 7.25 Accounts Schedule 9.05 Investments v THIS CREDIT AGREEMENT THIS 364 DAY CREDIT AGREEMENT (this “Agreement”) dated as of November 1821, 2022 2019, is made among TOYOTA MOTOR CREDIT CORPORATIONEarthstone Energy Holdings, LLC, a California corporation (“TMCC”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized limited liability company duly formed and existing under the laws of the Netherlands state of Delaware (the “Borrower”); Earthstone Energy, Inc., a Delaware corporation (“TMFNLParent”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws ; each of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada (“TCCI”), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” and, together with TMCC, TMFNL, TFSUK, TCPR, TCCI and TKG, the “Borrowers”), each lender Lenders from time to time party hereto hereto; Xxxxx Fargo Bank, National Association (collectivelyin its individual capacity, the “Lenders” and, individually, a “Lender”), BNP PARIBAS, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. (“BNPP Securities”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“Citibank”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and MUFG BANK, LTD. (“MUFGXxxxx Fargo”), as Joint Lead Arrangers and Joint Book Managersadministrative agent for the Lenders (in such capacity, Citibanktogether with its successors in such capacity, BANK OF AMERICA, N.A. (the “BofAAdministrative Agent”) and JPMorganas Issuing Bank; Royal Bank of Canada, as Swing Line Lenderssyndication agent for the Lenders (in such capacity, together with its successors in such capacity, the “Syndication Agent”); and CitibankTruist Bank, BofACitizens Bank, JPMorgan N.A., KeyBank National Association, U.S. Bank National Association, Fifth Third Bank, PNC Bank, National Association, Bank of America, N.A. and MUFGMizuho Bank, Ltd., as Syndication Agentsdocumentation agents for the Lenders (each, in such capacity, together with its successors in such capacity, a “Documentation Agent”).
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Acknowledgement and Consent to Bail. In of Certain Financial Institutions 108 104 Section 9.23 Stay Provisions 109 Section 9.24 Waiver of Right to Trial by Jury 110 104 Toyota - 364 Day Credit Agreement Schedules Schedule 2.1 Commitments and Pro Rata Shares Schedule 9.2 Administrative Agent’s Office, Certain Addresses for Notices Exhibits Exhibit A-1 Form of Committed Loan Notice Exhibit A-2 Form of Swing Line Loan Notice Exhibit B Form of Note Exhibit C [Reserved] Exhibit D Form of Assignment and Assumption 364 DAY CREDIT AGREEMENT THIS 364 DAY CREDIT AGREEMENT (this “Agreement”) dated as of November 188, 2022 2019 is made among TOYOTA MOTOR CREDIT CORPORATION, a California corporation (“TMCC”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA LEASING GMBH, a corporation organized under the laws of Germany (“TLG”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada (“TCCI”), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” and, together with TMCC, TMFNL, TFSUK, TLG, TCPR, TCCI and TKG, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), BNP PARIBAS, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. (“BNPP Securities”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“Citibank”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and MUFG BANK, LTD. (“MUFG”), as Joint Lead Arrangers and Joint Book Managers, Citibank, BANK OF AMERICA, N.A. (“BofA”) and JPMorgan, as Swing Line Lenders, and Citibank, BofA, JPMorgan and MUFG, as Syndication Agents.
Appears in 1 contract
Samples: Assignment and Assumption (Toyota Motor Credit Corp)
Acknowledgement and Consent to Bail. In of Certain Affected Financial Institutions 108 Section 9.23 Stay Provisions 109 Section 9.24 Waiver of Right to Trial by Jury 110 Schedules Schedule 2.1 Commitments and Pro Rata Shares Schedule 9.2 Administrative Agent’s Office, Certain Addresses for Notices Exhibits Exhibit A-1 65 IF "2 5 IF "2 EXHIBITS EXHIBIT A Form of Committed Loan Notice Exhibit A-2 Form of Swing Line Loan Notice Exhibit Note EXHIBIT B Form of Note Exhibit Compliance Certificate EXHIBIT C [Reserved] Exhibit D Form of Assignment and Assumption 364 DAY Agreement EXHIBIT D Reserved EXHIBIT E-1 Form of Borrowing Notice EXHIBIT E-2 Form of Conversion/Continuation Notice EXHIBIT E-3 Form of Paydown Notice EXHIBIT F-1 Form of U.S. Tax Compliance Certificate (Foreign Banks That Are Not Partnerships) EXHIBIT F-2 Form of U.S. Tax Compliance Certificate (Foreign Participants That Are Not Partnerships) EXHIBIT F-3 Form of U.S. Tax Compliance Certificate (Foreign Participants That Are Partnerships) EXHIBIT F-4 Form of U.S. Tax Compliance Certificate (Foreign Banks That Are Partnerships) SCHEDULES SCHEDULE 2.1 Commitments SCHEDULE 4 Administrative Agent’s Notice and Payment Info SCHEDULE 5.2 Subsidiaries SCHEDULE 5.5 Litigation SCHEDULE 7.9 Existing Liens SCHEDULE 7.18 Restrictions on Distributions IF "2 CREDIT AGREEMENT THIS 364 DAY CREDIT AGREEMENT (this “Agreement”) AGREEMENT, dated as of November 18February 24, 2022 is made 2021 among TOYOTA MOTOR CREDIT CORPORATIONBlack Hills Corporation, a California South Dakota corporation (“TMCCBorrower”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada (“TCCI”), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” and, together with TMCC, TMFNL, TFSUK, TCPR, TCCI and TKG, the “Borrowers”), each lender financial institutions from time to time party hereto (collectively, each a “Bank,” and collectively the “Lenders” and, individually, a “Lender”), BNP PARIBAS, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. (“BNPP Securities”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“Citibank”), JPMORGAN CHASE BANK, N.A. (“JPMorganBanks”), and MUFG BANKU.S. BANK NATIONAL ASSOCIATION, LTD. in its capacity as agent for the Banks hereunder (including its branches and Affiliates, in such capacity, the “MUFGAdministrative Agent”), as Joint Lead Arrangers and Joint Book Managers, Citibank, BANK OF AMERICA, N.A. (“BofA”) and JPMorgan, as Swing Line Lenders, and Citibank, BofA, JPMorgan and MUFG, as Syndication Agents.
Appears in 1 contract
Acknowledgement and Consent to Bail. In of Certain Affected Financial Institutions 108 Section 9.23 Stay Provisions 109 Section 9.24 Waiver of Right to Trial 106111 SECTION 9.21. Joinder by Jury 110 Schedules SPAC Merger Sub II and the SPAC 106111 ||| 4134-8371-6675.14134-8371-6675 SCHEDULES Schedule 2.1 1.01(a) - Guarantors Schedule 1.01(b) - Sales Milestones Schedule 2.01 - Lenders and Commitments and Pro Rata Shares Schedule 9.2 Administrative Agent’s Office, Certain Addresses for Notices Exhibits 3.08 - Subsidiaries Schedule 3.09 - Litigation Schedule 3.17 - Environmental Matters Schedule 3.18 - Insurance Schedule 3.19(a) - UCC Filing Offices Schedule 3.19(c) - Mortgage Filing Offices Schedule 3.20(a) - Owned Real Property Schedule 3.20(b) - Leased Real Property Schedule 5.13 - Post-Closing Requirements Schedule 6.01(a) - Existing Indebtedness Schedule 6.02(a) - Existing Liens Schedule 6.04(c) - Existing Investments Schedule 6.10(a) - Retail Segment Revenue Schedule 7(m) - Permitted Investors EXHIBITS Exhibit A-1 A - Form of Committed Loan Notice Exhibit A-2 Form of Swing Line Loan Notice Administrative Questionnaire Exhibit B Form of Note Exhibit C [Reserved] Exhibit D - Form of Assignment and Assumption 364 DAY Acceptance Exhibit C - Form of Borrowing Request Exhibit D - Form of Affiliate Subordination Agreement Exhibit E - Forms of Tax Compliance Certificates Exhibit F - Form of Compliance Certificate Exhibit G - Form of Warrant Exhibit H - Form of Joinder Agreement Exhibit I - Form of Notice of Continuation/Conversion Exhibit J - Form of Cash Receipt and Disbursements Report Exhibit K - Form of Sales Process Report ||| 4134-8371-6675.14134-8371-6675 CREDIT AGREEMENT THIS 364 DAY CREDIT AGREEMENT (this “Agreement”) dated as of November 18August 4, 2022 is made 2021, among TOYOTA MOTOR CREDIT CORPORATIONGIDDY INC.BOXED, LLC (f/k/a Blossom Merger Sub II, LLC, as successor by merger to Giddy Inc.), a California corporation Delaware limited liability company (the “TMCCBorrower”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada (“TCCI”), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” and, together with TMCC, TMFNL, TFSUK, TCPR, TCCI and TKG, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), BNP PARIBAS, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. (“BNPP Securities”), BOFA SECURITIESBOXED, INC. (f/k/a Seven Oaks Acquisition Corp.), a Delaware corporation (subject to Sections 1.05 and 9.21, the “BofA SecuritiesBorrowerParent”), CITIBANK, N.A. the Lenders (“Citibank”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), and MUFG BANK, LTD. ALTER DOMUS (“MUFG”)US) LLC, as Joint Lead Arrangers and Joint Book Managersadministrative agent (in such capacity, Citibankincluding any successor thereto, BANK OF AMERICA, N.A. (the “BofAAdministrative Agent”) for the Lenders. The Borrower has requested the Lenders to extend credit in the form of Term Loans on the Closing Date, in an aggregate principal amount not in excess of $45,000,000. The proceeds of the Term Loans are to be used solely for the purposes specified in Section 5.08. The Lenders are willing to extend such credit to the Borrower on the terms and JPMorgansubject to the conditions set forth herein. Accordingly, the parties hereto agree as Swing Line Lenders, and Citibank, BofA, JPMorgan and MUFG, as Syndication Agents.follows:
Appears in 1 contract
Samples: Credit Agreement (Boxed, Inc.)
Acknowledgement and Consent to Bail. In of Certain Affected Financial Institutions 108 115 Section 9.23 Stay Provisions 109 Section 9.24 Waiver of Right to Trial by Jury 110 Schedules Schedule 2.1 Commitments and Pro Rata Shares Schedule 9.2 Administrative Agent’s Office, Certain Addresses for Notices Exhibits 9.26 Intercreditor Agreement 116 EXHIBITS AND SCHEDULES Exhibit A-1 A Form of Committed Loan Notice Exhibit A-2 Form of Swing Line Loan Notice Assignment and Acceptance Exhibit B Form of Note Administrative Questionnaire Exhibit C [Reserved] Form of Borrowing Request Exhibit D Form of Assignment Solvency Certificate Exhibit E Form of Compliance Certificate Exhibit F-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) Exhibit F-2 Form of U.S. Tax Compliance Certificate (Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes) Exhibit F-3 Form of U.S. Tax Compliance Certificate (Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) Exhibit F-4 Form of U.S. Tax Compliance Certificate (Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes) Exhibit G Form of Note Schedule 2.01 Commitments Schedule 3.07(b) Licensing Agreements Schedule 3.07(c) Real Property Schedule 3.08(a) Subsidiaries Schedule 3.17 Financing Statements and Assumption 364 DAY Other Filings Schedule 3.20 Insurance Schedule 3.25 Material Agreements Schedule 5.12 Deposit Accounts, Securities Accounts and Commodities Accounts Schedule 6.01 Indebtedness Schedule 6.02 Liens Schedule 6.04 Investments Schedule 6.07 Transactions with Affiliates Schedule 9.01(a) Notices CREDIT AGREEMENT THIS 364 DAY CREDIT AGREEMENT dated as of December 31, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of November 18, 2022 is made among TOYOTA MOTOR CREDIT CORPORATION, a California corporation (“TMCC”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V.among TUESDAY MORNING, a corporation organized under the laws of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a Texas corporation incorporated under the laws of Canada (“TCCI”), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” and, together with TMCC, TMFNL, TFSUK, TCPR, TCCI and TKG, the “BorrowersBorrower”), each lender of the Subsidiary Guarantors (as hereinafter defined), TUESDAY MORNING CORPORATION, a Delaware corporation (“Parent”), TMI HOLDINGS, INC., a Delaware corporation (“Intermediate Holdings”), the LENDERS party hereto from time to time party hereto and ALTER DOMUS (collectivelyUS) LLC, as administrative agent (in such capacity, the “Lenders” and, individually, a “LenderAdministrative Agent”), BNP PARIBAS, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. (“BNPP Securities”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“Citibank”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and MUFG BANK, LTD. (“MUFG”), as Joint Lead Arrangers and Joint Book Managers, Citibank, BANK OF AMERICA, N.A. (“BofA”) and JPMorgan, as Swing Line Lenders, and Citibank, BofA, JPMorgan and MUFG, as Syndication Agents.
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Acknowledgement and Consent to Bail. In of Certain EEA Financial Institutions 108 148 Section 9.23 Stay Provisions 109 Section 9.24 Waiver 10.27 Collateral and Guarantee Suspension 149 EXHIBIT A — Notice of Right to Trial by Jury 110 Schedules Schedule 2.1 Commitments and Pro Rata Shares Schedule 9.2 Administrative Agent’s Office, Certain Addresses for Notices Exhibits Exhibit Payment Request EXHIBIT B — Notice of Borrowing EXHIBIT C — Notice of Continuation/Conversion EXHIBIT D-1 — Term A-1 Form of Committed Loan Notice Exhibit A-2 Form of Swing Line Loan Notice Exhibit B Form of Note Exhibit C EXHIBIT D-2 — U.S. Term B-4 Note EXHIBIT D-3 — [Reserved] Exhibit D Form of EXHIBIT D-4 — Revolving Note EXHIBIT E — Solvency Certificate EXHIBIT F — Compliance Certificate EXHIBIT G — Assignment and Assumption 364 DAY CREDIT EXHIBIT H-1 — Form of Trademark Security Agreement EXHIBIT H-2 — Form of Patent Security Agreement EXHIBIT H-3 — Form of Copyright Security Agreement EXHIBIT I — Form of Security Agreement EXHIBIT J — Form of Guaranty EXHIBIT K — Escrow Agreement EXHIBIT L — U.S. Tax Compliance Certificate EXHIBIT M — Form of Global Intercompany Note SCHEDULE 1 — Term Loan Commitments and Revolving Credit Commitments as of the Closing Date SCHEDULE 2.3(a) — Existing Letters of Credit SCHEDULE 5.5 — Litigation SCHEDULE 5.10 — Subsidiaries SCHEDULE 5.17 — Capitalization SCHEDULE 6.11 — Transactions with Affiliates SCHEDULE 6.14 — Indebtedness SCHEDULE 6.15 — Liens SCHEDULE 6.17 — Investments SCHEDULE 6.24 — Certain Post-Closing Obligations LOAN AGREEMENT THIS 364 DAY CREDIT AGREEMENT (this “Agreement”) This Loan Agreement is entered into as of April 29, 2016, as amended by Amendment No. 1, dated as of August 17, 2016, Amendment No. 2, dated as of September 22, 2016, Amendment No. 3, dated as of March 14, 2017, Amendment No. 4, dated as of March 23, 2017, Amendment No. 5, dated as of November 188, 2022 is made 2017, Amendment No. 6, dated as of November 29, 2017, Amendment No. 7, dated as of February 27, 2018, Amendment No. 8, dated as of May 15, 2018 and Amendment No. 9, dated as of April 29, 2019, by and among TOYOTA MOTOR CREDIT WESTERN DIGITAL CORPORATION, a California Delaware corporation (the “TMCCBorrower”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada (“TCCI”), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” and, together with TMCC, TMFNL, TFSUK, TCPR, TCCI and TKG, the “Borrowers”), each lender various institutions from time to time party hereto to this Agreement, as Lenders, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (collectivelyin such capacities, the “LendersAdministrative Agent” and, individually, a or “LenderCollateral Agent”), BNP PARIBAS, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. (“BNPP Securities”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“Citibank”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and MUFG BANK, LTD. (“MUFG”), as Joint Lead Arrangers and Joint Book Managers, Citibank, BANK OF AMERICA, N.A. (“BofA”) and JPMorgan, as Swing Line Lenders, and Citibank, BofA, JPMorgan and MUFG, as Syndication Agents.
Appears in 1 contract
Acknowledgement and Consent to Bail. In of Certain Affected Financial Institutions 108 97 Section 9.23 Stay Provisions 109 10.27 Additional Borrowers 98 Section 9.24 Waiver 10.28 Effectiveness of Right to Trial by Jury 110 Schedules Schedule 2.1 Commitments Amendment and Pro Rata Shares Schedule 9.2 Administrative Agent’s Office, Certain Addresses for Notices Exhibits Exhibit A-1 Form Restatement 98 EXHIBIT A — Notice of Committed Loan Payment Request EXHIBIT B — Notice Exhibit of Borrowing EXHIBIT C — Notice of Continuation/Conversion EXHIBIT D-1 — Term A-2 Form of Swing Line Loan Notice Exhibit B Form of Note Exhibit C EXHIBIT D-2 — [Reserved] Exhibit D Form of EXHIBIT D-3 — [Reserved] EXHIBIT D-4 — Revolving Note EXHIBIT E — Solvency Certificate EXHIBIT F — Compliance Certificate EXHIBIT G — Assignment and Assumption 364 DAY CREDIT AGREEMENT THIS 364 DAY CREDIT AGREEMENT (this “Agreement”) dated EXHIBIT H — U.S. Tax Compliance Certificate SCHEDULE 1 — Term Loan Commitments and Revolving Credit Commitments as of November 18the Amendment and Restatement Effective Date SCHEDULE 2.3(a) — Existing Letters of Credit SCHEDULE 5.5 — Litigation SCHEDULE 5.10 — Subsidiaries SCHEDULE 5.17 — Capitalization SCHEDULE 6.05 — Restrictive Agreements SCHEDULE 6.14 — Indebtedness SCHEDULE 6.15 — Liens Execution Version AMENDED AND RESTATED LOAN AGREEMENT This Amended and Restated Loan Agreement is entered into as of January 7, 2022 is made 2022, by and among TOYOTA MOTOR CREDIT WESTERN DIGITAL CORPORATION, a California Delaware corporation (the “TMCCLead Borrower”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada (“TCCI”), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” and, together with TMCC, TMFNL, TFSUK, TCPR, TCCI and TKGAdditional Borrowers party hereto from time to time, the “Borrowers”), each lender various institutions from time to time party hereto to this Agreement, as Lenders, and JPMorgan Chase Bank, N.A., as administrative agent (collectivelyin such capacity, the “Lenders” and, individually, a “LenderAdministrative Agent”), BNP PARIBAS, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. (“BNPP Securities”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“Citibank”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and MUFG BANK, LTD. (“MUFG”), as Joint Lead Arrangers and Joint Book Managers, Citibank, BANK OF AMERICA, N.A. (“BofA”) and JPMorgan, as Swing Line Lenders, and Citibank, BofA, JPMorgan and MUFG, as Syndication Agents.
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Acknowledgement and Consent to Bail. In of Certain Affected Financial Institutions 108 167 Section 9.23 Stay Provisions 109 12.24. Recognition of the U.S. Special Resolution Regimes 168 Section 9.24 Waiver of Right to Trial by Jury 110 Schedules Schedule 2.1 Commitments and Pro Rata Shares Schedule 9.2 Administrative Agent’s Office, Certain Addresses for Notices Exhibits 12.25. ERISA Representations 169 EXHIBITS Exhibit A-1 Form of Committed Loan Notice Term Note Exhibit A-2 Form of Swing Line Loan Revolving Note Exhibit B-1 Form of Notice of Borrowing Exhibit B-2 Form of Notice of Conversion/Continuation Exhibit B-3 Form of Letter of Credit Notice Exhibit B C Form of Note Compliance Certificate Exhibit C [Reserved] Exhibit D D-1 Form of Assignment and Assumption 364 DAY Acceptance Exhibit D-2 Form of Affiliate Assignment and Acceptance Exhibit E Form of Solvency Certificate Exhibit F Joinder Agreement Exhibit G Dutch Auction Procedures Exhibit H-1 Form of U.S. Tax Compliance Certificate for Foreign Lenders that are not Partnerships Exhibit H-2 Form of U.S. Tax Compliance Certificate for Foreign Participants that are not Partnerships Exhibit H-3 Form of U.S. Tax Compliance Certificate for Foreign Participants that are Partnerships Exhibit H-4 Form of U.S. Tax Compliance Certificate for Foreign Lenders that are Partnerships Exhibit I-1 First Lien Intercreditor Agreement Exhibit I-2 Junior Intercreditor Agreement SCHEDULE Schedule 1.01(a) Existing Letters of Credit Schedule 1.01(b) Mortgaged Properties Schedule 1.01(c) Commitments Schedule 3.01(b) Letter of Credit Commitments Schedule 5.03 No Violation Schedule 5.06 Taxes Schedule 5.12 Ownership of Properties Schedule 5.19 Labor Matters Schedule 5.21 Intellectual Property Schedule 6.12 Post-Closing Covenants Schedule 8.02 Indebtedness Schedule 8.03 Liens Schedule 8.05 Investments Schedule 8.07 Transactions with Affiliates vi CREDIT AGREEMENT THIS 364 DAY CREDIT AGREEMENT (this “Agreement”) ), dated as of November 18August 12, 2022 2020, is made by and among TOYOTA MOTOR CREDIT CORPORATIONEMERALD PERFORMANCE MATERIALS, LLC, a California Delaware limited liability company, as borrower (the “Borrower”), EPM Kalama Chemical Holding Corp., a Delaware corporation (“TMCCEPM Kalama”) and EPM Polymer Additives Holding Corp., a Delaware corporation (“EPM Polymer”) as the “Holdings Entities” and each individually, a “Holdings Entity” (the Holdings Entities collectively, “Holdings”), TOYOTA MOTOR FINANCE certain Restricted Subsidiaries (NETHERLANDSas hereinafter defined) B.V., a corporation organized under the laws of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada (“TCCI”), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” and, together with TMCC, TMFNL, TFSUK, TCPR, TCCI and TKG, the “Borrowers”), each lender from time to time party hereto hereto, as Subsidiary Guarantors (collectivelyas hereinafter defined), the “Lenders” and, individually, a “Lender”banks and financial institutions listed on the signature pages hereto or that become parties hereto on or after the Closing Date (as hereinafter defined), BNP PARIBASas Lenders (as hereinafter defined) and CREDIT SUISSE AG, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. CAYMAN ISLANDS BRANCH (“BNPP Securities”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“Citibank”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and MUFG BANK, LTD. (“MUFGCredit Suisse”), as Joint Lead Arrangers administrative agent for the Lenders and Joint Book Managers, Citibank, BANK OF AMERICA, N.A. collateral agent for the Secured Parties (“BofA”) and JPMorgan, as Swing Line Lenders, and Citibank, BofA, JPMorgan and MUFG, as Syndication Agentshereinafter defined).
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Samples: Credit Agreement
Acknowledgement and Consent to Bail. In of Certain Affected Financial Institutions 108 100 Section 9.23 Stay Provisions 109 Section 9.24 Waiver of Right to Trial by Jury 110 Schedules Schedule 2.1 Commitments and Pro Rata Shares Schedule 9.2 Administrative Agent’s Office, Certain Addresses for Notices Exhibits Exhibit A-1 11.27 Acknowledgement Regarding Any Supported QFCs 101 EXHIBITS A Form of Committed Loan Notice Exhibit A-2 Form of Swing Line Loan Notice Exhibit Note B Form of Note Exhibit Compliance Certificate C [Reserved] Exhibit D Form of Assignment and Assumption 364 DAY Agreement D Reserved E-1 Form of Borrowing Notice E-2 Form of Conversion/Continuation Notice E-3 Form of Paydown Notice F-1 Form of U.S. Tax Compliance Certificate (Foreign Banks That Are Not Partnerships) F-2 Form of U.S. Tax Compliance Certificate (Foreign Participants That Are Not Partnerships) F-3 Form of U.S. Tax Compliance Certificate (Foreign Participants That Are Partnerships) F-4 Form of U.S. Tax Compliance Certificate (Foreign Banks That Are Partnerships) SCHEDULES SCHEDULE 1 Pricing Grid SCHEDULE 1.1 Existing Letters of Credit SCHEDULE 2.1 Commitments SCHEDULE 4 Administrative Agent’s Notice and Payment Info SCHEDULE 5.2 Subsidiaries SCHEDULE 5.5 Litigation SCHEDULE 7.9 Existing Liens SCHEDULE 7.18 Restrictions on Distributions SCHEDULE 11.10(i) Voting Participants FOURTH AMENDED AND RESTATED CREDIT AGREEMENT THIS 364 DAY FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) AGREEMENT, dated as of November 18July 19, 2022 is made 2021, as amended by the First Amendment thereto dated as of May 9, 2023, as amended by the Second Amendment thereto dated as of May 31, 2024 among TOYOTA MOTOR CREDIT BLACK HILLS CORPORATION, a California South Dakota corporation (the “TMCCBorrower”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada (“TCCI”), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” and, together with TMCC, TMFNL, TFSUK, TCPR, TCCI and TKG, the “Borrowers”), each lender financial institutions from time to time party hereto (collectively, each a “Bank,” and collectively the “Lenders” and, individually, a “Lender”), BNP PARIBAS, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. (“BNPP Securities”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“CitibankBanks”), JPMORGAN CHASE BANK, N.A. N.A., in its capacity as syndication agent for the Banks (in such capacity, the “JPMorganSyndication Agent”), and MUFG BANK, LTD. (“MUFG”), as Joint Lead Arrangers and Joint Book Managers, Citibank, BANK OF AMERICA, N.A. in its capacity as a co-documentation agent for the Banks and XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as a co-documentation agent for the Banks (collectively, in such capacities, the “BofACo-Documentation Agents”) and JPMorgan, as Swing Line Lenders), and CitibankU.S. BANK NATIONAL ASSOCIATION, BofAin its capacity as administrative agent for the Banks hereunder (including its branches and Affiliates, JPMorgan and MUFGin such capacity, as Syndication Agentsthe “Administrative Agent”).
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Acknowledgement and Consent to Bail. In of Certain Affected Financial Institutions 108 Section 9.23 161164 SECTION 9.24 Recovery of Erroneous Payments 161164 SECTION 9.25 Acknowledgement Regarding Any Supported QFCs 162165 ARTICLE X U.S. GUARANTY 163166 SECTION 10.01 Guaranty 163166 SECTION 10.02 Guaranty of Payment 163166 SECTION 10.03 No Discharge or Diminishment of U.S. Guaranty. 163166 SECTION 10.04 Defenses Waived 164167 SECTION 10.05 Rights of Subrogation 165168 SECTION 10.06 Reinstatement; Stay Provisions 109 Section 9.24 Waiver of Right to Trial by Jury 110 Schedules Acceleration 165168 SECTION 10.07 Information 165168 SECTION 10.08 Taxes 165168 SECTION 10.09 Maximum Liability 165168 SECTION 10.10 Contribution 166169 SECTION 10.11 Liability Cumulative 166169 SECTION 10.12 Common Enterprise 166169 ARTICLE XI THE BORROWER REPRESENTATIVE 167170 SECTION 11.01 Appointment; Nature of Relationship 167170 SECTION 11.02 Powers 167170 SECTION 11.03 Employment of Agents 167170 SECTION 11.04 Notices 167170 SECTION 11.05 Successor Borrower Representative 167170 SECTION 11.06 Execution of Loan Documents 168171 SECTION 11.07 Reporting 168171 v TABLE OF CONTENTS SCHEDULES AND EXHIBITS Schedules: Commitment Schedule 2.1 Commitments Schedule 1.01 Tax Sharing Agreements Schedule 2.06 Existing Letters of Credit Schedule 3.05(a) Real Property Schedule 3.05(b) Intellectual Property Schedule 3.06 Flood Zones Schedule 3.07 Disclosed Matters Schedule 3.15 Insurance Schedule 3.16 Capitalization and Pro Rata Shares Subsidiaries Schedule 9.2 Administrative Agent’s Office, Certain Addresses for Notices Exhibits 4.01(n) Mortgaged Properties Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 6.04(m) Captive Insurance Company Investment Guidelines Schedule 6.07 Commodity Price Risk Management Guidelines Schedule 6.10 Existing Restrictions Schedule 9.04 Voting Participants Exhibits: Exhibit A-1 A Form of Committed Loan Notice Exhibit A-2 Form of Swing Line Loan Notice Borrowing Request Exhibit B Form of Issuance Request Exhibit C Form of Interest Election Request Exhibit D Form of Incremental Commitment Joinder Agreement Exhibit E-1 Form of Revolving Note Exhibit C [Reserved] E-2 Form of Swingline Note Exhibit D E-3 Form of Term Note Exhibit F-1 Form of U.S. Tax Compliance Certificate Exhibit F-2 Form of U.S. Tax Compliance Certificate Exhibit F-3 Form of U.S. Tax Compliance Certificate Exhibit F-4 Form of U.S. Tax Compliance Certificate Exhibit G Form of Bank Product Provider Letter Exhibit H Form of Compliance Certificate Exhibit I Form of Assignment and Assumption 364 DAY CREDIT AGREEMENT THIS 364 DAY CREDIT AGREEMENT (this “Exhibit J Form of Joinder Agreement”) dated as of November 18, 2022 is made among TOYOTA MOTOR CREDIT CORPORATION, a California corporation (“TMCC”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada (“TCCI”), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” and, together with TMCC, TMFNL, TFSUK, TCPR, TCCI and TKG, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), BNP PARIBAS, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. (“BNPP Securities”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“Citibank”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and MUFG BANK, LTD. (“MUFG”), as Joint Lead Arrangers and Joint Book Managers, Citibank, BANK OF AMERICA, N.A. (“BofA”) and JPMorgan, as Swing Line Lenders, and Citibank, BofA, JPMorgan and MUFG, as Syndication Agents.
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Acknowledgement and Consent to Bail. In of Certain EEA Financial Institutions 108 71 Section 9.23 Stay Provisions 109 Section 9.24 Waiver of Right to Trial by Jury 110 Schedules 9.20. Certain ERISA Matters. 71 SCHEDULES AND EXHIBITS SCHEDULE I – Commitment Schedule 2.1 Commitments and Pro Rata Shares SCHEDULE II – Pricing Schedule 9.2 Administrative Agent’s Office, Certain Addresses for Notices Exhibits Exhibit A-1 Form A – Notice of Committed Loan Notice Exhibit A-2 Form of Swing Line Loan Notice Borrowing Exhibit B Form of Note Exhibit C – [Reserved] Exhibit C – Competitive Bid Quote Request Exhibit D – Invitation for Competitive Bid Quotes Exhibit E – Competitive Bid Quote Exhibit F – Notice of Competitive Bid Borrowing Exhibit G – Notice of Conversion/Continuation Exhibit H-1 – Form of Committed Note Exhibit H-2 – Form of Competitive Bid Note Exhibit I – Compliance Certificate Exhibit J – Assignment and Assumption 364 DAY Agreement Exhibit K – Designation Agreement Exhibit L – Form of Extension Agreement FIVE-YEAR CREDIT AGREEMENT THIS 364 DAY CREDIT AGREEMENT (this “Agreement”) dated as of November 18August 24, 2022 is made 2018 among TOYOTA MOTOR CREDIT LOCKHEED XXXXXX CORPORATION, a California corporation (“TMCC”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of LENDERS listed on the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada (“TCCI”), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” and, together with TMCC, TMFNL, TFSUK, TCPR, TCCI and TKG, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), BNP PARIBAS, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. (“BNPP Securities”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“Citibank”)signature pages hereof, JPMORGAN CHASE BANK, N.A. (“JPMorgan”)N.A., as Syndication Agent, CITIBANK, N.A., CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK and MUFG MIZUHO BANK, LTD. (“MUFG”)., as Joint Lead Arrangers Documentation Agents, JPMORGAN CHASE BANK, N.A., XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, CITIBANK, N.A., CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK and Joint Book ManagersMIZUHO BANK, CitibankLTD., as Arrangers, and BANK OF AMERICA, N.A. (“BofA”) and JPMorganN.A., as Swing Line Lenders, and Citibank, BofA, JPMorgan and MUFG, as Syndication AgentsAdministrative Agent.
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Acknowledgement and Consent to Bail. In of Certain EEA Financial Institutions 108 Section 9.23 Stay Provisions 109 Section 9.24 Waiver of Right to Trial by Jury 110 115 Schedules Schedule 2.1 2.01 Lenders, Revolving Commitments and Pro Rata Shares Letter of Credit Issuer Sublimit Schedules to the Disclosure Letter Schedule 9.2 Administrative Agent’s Office, Certain Addresses for Notices 3.11 Plans Schedule 3.13 Capitalization Schedule 6.01 Specified Indebtedness Schedule 6.02 Existing Liens Schedule 6.05 Existing Restrictive Agreements Exhibits Exhibit A-1 Form of Committed Loan Notice Exhibit A-2 Form of Swing Line Loan Notice Exhibit B Form of Note Exhibit C [Reserved] Exhibit D A Form of Assignment and Assumption 364 DAY Exhibit B Form of Borrowing Request Exhibit C Form of Interest Election Request Exhibit D-1 Form of Revolving Note Exhibit D-2 [Reserved] Exhibit E-1 Form of Guaranty Exhibit E-2 Form of Holdings Guaranty Exhibit F Form of Compliance Certificate Exhibit G [Reserved] Exhibit H-1 Form of U.S. Tax Compliance Certificate Exhibit H-2 Form of U.S. Tax Compliance Certificate Exhibit H-3 Form of U.S. Tax Compliance Certificate Exhibit H-4 Form of U.S. Tax Compliance Certificate REVOLVING CREDIT AGREEMENT THIS 364 DAY CREDIT AGREEMENT (this “Agreement”) dated as of November 18June 26, 2022 is made 2015 among TOYOTA MOTOR CREDIT CORPORATIONUBER TECHNOLOGIES, a California corporation (“TMCC”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a corporation incorporated under as the laws of Canada Borrower, the LENDERS party hereto and XXXXXX XXXXXXX SENIOR FUNDING, INC., as the Administrative Agent. The Borrower (“TCCI”such term and each other capitalized term used and not otherwise defined in these recitals having the meaning assigned to it in Article 1), TOYOTA KREDITBANK GMBH, has requested the Lenders to make Loans to the Borrower on a corporation organized under revolving credit basis on and after the laws of Germany (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” and, together with TMCC, TMFNL, TFSUK, TCPR, TCCI date hereof and TKG, the “Borrowers”), each lender at any time and from time to time party hereto (collectivelyprior to the Maturity Date. The proceeds of borrowings hereunder, together with the issuance of any letter of credit, are to be used for the purposes described in Section 5.09. The Lenders are willing to establish the credit facility referred to in the preceding paragraph upon the terms and subject to the conditions set forth herein. Accordingly, for valuable consideration of the mutual covenants and agreements herein contained, the “Lenders” and, individually, a “Lender”), BNP PARIBAS, parties hereto covenant and agree as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. (“BNPP Securities”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“Citibank”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and MUFG BANK, LTD. (“MUFG”), as Joint Lead Arrangers and Joint Book Managers, Citibank, BANK OF AMERICA, N.A. (“BofA”) and JPMorgan, as Swing Line Lenders, and Citibank, BofA, JPMorgan and MUFG, as Syndication Agents.follows:
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Acknowledgement and Consent to Bail. In of Certain Financial EEAAffectedFinancial Institutions 108 Section 9.23 Stay Provisions 109 Section 9.24 Waiver of Right to Trial by Jury 110 8091 Schedules Schedule 2.1 Commitments 1 Transaction Schedule Schedule 2 Contents of Notice of Acquisition Schedule 3 Eligibility Criteria Schedule 4 Concentration Limitations Schedule 5 Initial Portfolio Investments Schedule 6 Xxxxx'x Industry Classifications Exhibit Exhibit A Form of Request for Advance FIFTH AMENDED AND RESTATED LOAN AGREEMENT, dated as of April 28, 2021 (this "Agreement"), among WHITEHORSE FINANCE CREDIT I, LLC, as borrower (the "Company"); WHITEHORSE FINANCE, INC. (the "Portfolio Manager"); the Financing Providers party hereto; the Collateral Agent party hereto (in such capacity, the "Collateral Agent"); the Collateral Administrator party hereto (in such capacity, the "Collateral Administrator"); the Securities Intermediary party hereto (in such capacity, the "Securities Intermediary"); and Pro Rata Shares Schedule 9.2 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Financing Providers hereunder (in such capacity, the "Administrative Agent’s Office"). Pursuant to Section 10.05, Certain Addresses for Notices Exhibits Exhibit A-1 Form of Committed the parties to the Fourth Amended and Restated Loan Notice Exhibit A-2 Form of Swing Line Loan Notice Exhibit B Form of Note Exhibit C [Reserved] Exhibit D Form of Assignment and Assumption 364 DAY CREDIT AGREEMENT THIS 364 DAY CREDIT AGREEMENT (this “Agreement”) , dated as of November 1822, 2022 is made among TOYOTA MOTOR CREDIT CORPORATION2019 (as amended by the First Amendment, a California corporation (“TMCC”dated as of December 21, 2020, the "Original Agreement"), TOYOTA MOTOR FINANCE hereby agree to amend and restate the Original Agreement and the Original Agreement is hereby amended and restated as set forth in this Agreement. The Portfolio Manager and the Company wish for the Company to acquire and finance certain loans and other debt securities (NETHERLANDS) B.V., a corporation organized under together with the laws of the Netherlands Subsidiary Investments (“TMFNL”as defined below), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”"Portfolio Investments"), TOYOTA CREDIT DE PUERTO RICO CORP., all on and subject to the terms and conditions set forth herein. The Company entered into a corporation organized under Sale and Contribution Agreement (the laws of the Commonwealth of Puerto Rico (“TCPR”"Parent Sale Agreement"), TOYOTA CREDIT CANADA INC.dated as of December 23, a corporation incorporated under 2015, between the laws of Canada Company and WhiteHorse Finance, Inc. (“TCCI”the "Parent"), TOYOTA KREDITBANK GMBH, a corporation organized under pursuant to which the laws of Germany (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” andCompany acquired certain Portfolio Investments listed, together with TMCCcertain other Portfolio Investments acquired by the Company on the Original Effective Date, TMFNL, TFSUK, TCPR, TCCI on Schedule 5 hereof (the "Initial Portfolio Investments") and TKG, the “Borrowers”), each lender from time to time party may acquire additional Portfolio Investments from the Parent. The Company has formed the Permitted Subsidiary to purchase or originate certain loans made to obligors in the State of California (the "Subsidiary Investments") and the Company wishes to provide proceeds of Advances to the Permitted Subsidiary from time to time for that purpose. On and subject to the terms and conditions set forth herein, JPMorgan Chase Bank, National Association ("JPMCB") has agreed to make Tranche A Advances and/or Tranche B Advances, as applicable,advances to the Company (cumulatively, the "Advances") hereunder to the extent specified on the transaction schedule attached as Schedule 1 hereto (collectivelythe "Transaction Schedule"). JPMCB, together with its respective successors and permitted assigns, are referred to herein as the "Financing Providers", and the types of financings to be made available by them hereunder are referred to herein as the "Financings". For the avoidance of doubt, the “Lenders” and, individually, a “Lender”), BNP PARIBAS, terms of this Agreement relating to types of Financings not indicated on the Transaction Schedule as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. (“BNPP Securities”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“Citibank”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”)being available hereunder shall not bind the parties hereto, and MUFG BANKshall be of no force and effect. Accordingly, LTD. (“MUFG”), the parties hereto agree that the Original Agreement is hereby amended and restated in its entirety as Joint Lead Arrangers and Joint Book Managers, Citibank, BANK OF AMERICA, N.A. (“BofA”) and JPMorgan, as Swing Line Lenders, and Citibank, BofA, JPMorgan and MUFG, as Syndication Agents.follows: Certain Defined Terms
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Acknowledgement and Consent to Bail. In of Certain EEA Financial Institutions 108 Section 9.23 Stay Provisions 109 Section 9.24 Waiver 137 EXHIBIT A - Notice of Right to Trial by Jury 110 Schedules Schedule 2.1 Commitments and Pro Rata Shares Schedule 9.2 Administrative Agent’s Office, Certain Addresses for Notices Exhibits Exhibit A-1 Form Payment Request EXHIBIT B - Notice of Committed Loan Borrowing EXHIBIT C - Notice Exhibit A-2 Form of Swing Line Loan Notice Exhibit Continuation/Conversion EXHIBIT D-1 - Term A Note EXHIBIT D-2 - U.S. Term B Form of Note Exhibit C [Reserved] Exhibit D Form of EXHIBIT D-3 - Euro Term B Note EXHIBIT D-4 - Revolving Note EXHIBIT E - Solvency Certificate EXHIBIT F - Compliance Certificate EXHIBIT G - Assignment and Assumption 364 DAY CREDIT AGREEMENT THIS 364 DAY CREDIT AGREEMENT (this “Agreement”) dated EXHIBIT H-1 - Form of Trademark Security Agreement EXHIBIT H-2 - Form of Patent Security Agreement EXHIBIT H-3 - Form of Copyright Security Agreement EXHIBIT I - Form of Security Agreement EXHIBIT J - Form of Guaranty EXHIBIT K - Escrow Agreement EXHIBIT L - U.S. Tax Compliance Certificate EXHIBIT M - Form of Global Intercompany Note SCHEDULE 1 - Term Loan Commitments and Revolving Credit Commitments as of November 18the Closing Date SCHEDULE 2.3 - Existing Letters of Credit SCHEDULE 5.5 - Litigation SCHEDULE 5.10 - Subsidiaries SCHEDULE 5.17 - Capitalization SCHEDULE 6.11 - Transactions with Affiliates SCHEDULE 6.14 - Indebtedness SCHEDULE 6.15 - Liens SCHEDULE 6.17 - Investments SCHEDULE 6.24 - Certain Post-Closing Obligations LOAN AGREEMENT This Loan Agreement is entered into as of April 29, 2022 is made 2016, by and among TOYOTA MOTOR CREDIT WESTERN DIGITAL CORPORATION, a California Delaware corporation (the “TMCCBorrower”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada (“TCCI”), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” and, together with TMCC, TMFNL, TFSUK, TCPR, TCCI and TKG, the “Borrowers”), each lender various institutions from time to time party hereto to this Agreement, as Lenders, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (collectivelyin such capacities, the “LendersAdministrative Agent” and, individually, a or “LenderCollateral Agent”), BNP PARIBAS, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. (“BNPP Securities”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“Citibank”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and MUFG BANK, LTD. (“MUFG”), as Joint Lead Arrangers and Joint Book Managers, Citibank, BANK OF AMERICA, N.A. (“BofA”) and JPMorgan, as Swing Line Lenders, and Citibank, BofA, JPMorgan and MUFG, as Syndication Agents.
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Acknowledgement and Consent to Bail. In of Certain Affected Financial Institutions 108 Section 9.23 Stay Provisions 109 Section 9.24 Waiver of Right to Trial by Jury 110 Schedules Schedule 2.1 Commitments and Pro Rata Shares Schedule 9.2 Administrative Agent’s Office, Certain Addresses for Notices Exhibits Exhibit A-1 100 EXHIBITS A Form of Committed Loan Notice Exhibit A-2 Form of Swing Line Loan Notice Exhibit Note B Form of Note Exhibit Compliance Certificate C [Reserved] Exhibit D Form of Assignment and Assumption 364 DAY Agreement D Reserved E-1 Form of Borrowing Notice E-2 Form of Conversion/Continuation Notice E-3 Form of Paydown Notice F-1 Form of U.S. Tax Compliance Certificate (Foreign Banks That Are Not Partnerships) F-2 Form of U.S. Tax Compliance Certificate (Foreign Participants That Are Not Partnerships) F-3 Form of U.S. Tax Compliance Certificate (Foreign Participants That Are Partnerships) F-4 Form of U.S. Tax Compliance Certificate (Foreign Banks That Are Partnerships) SCHEDULES SCHEDULE 1 Pricing Grid SCHEDULE 1.1 Existing Letters of Credit SCHEDULE 2.1 Commitments SCHEDULE 4 Administrative Agent’s Notice and Payment Info SCHEDULE 5.2 Subsidiaries SCHEDULE 5.5 Litigation SCHEDULE 7.9 Existing Liens SCHEDULE 7.18 Restrictions on Distributions SCHEDULE 11.10(i) Voting Participants FOURTH AMENDED AND RESTATED CREDIT AGREEMENT THIS 364 DAY FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) AGREEMENT, dated as of November 18July 19, 2022 is made 2021, among TOYOTA MOTOR CREDIT BLACK HILLS CORPORATION, a California South Dakota corporation (the “TMCCBorrower”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada (“TCCI”), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” and, together with TMCC, TMFNL, TFSUK, TCPR, TCCI and TKG, the “Borrowers”), each lender financial institutions from time to time party hereto (collectively, each a “Bank,” and collectively the “Lenders” and, individually, a “Lender”), BNP PARIBAS, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. (“BNPP Securities”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“CitibankBanks”), JPMORGAN CHASE BANK, N.A. N.A., in its capacity as syndication agent for the Banks (in such capacity, the “JPMorganSyndication Agent”), and MUFG BANK, LTD. (“MUFG”), as Joint Lead Arrangers and Joint Book Managers, Citibank, BANK OF AMERICA, N.A. in its capacity as a co-documentation agent for the Banks and XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as a co-documentation agent for the Banks (collectively, in such capacities, the “BofACo-Documentation Agents”) and JPMorgan, as Swing Line Lenders), and CitibankU.S. BANK NATIONAL ASSOCIATION, BofAin its capacity as administrative agent for the Banks hereunder (including its branches and Affiliates, JPMorgan and MUFGin such capacity, as Syndication Agentsthe “Administrative Agent”).
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Acknowledgement and Consent to Bail. In of Certain Affected Financial Institutions 108 112 Section 9.23 Stay Provisions 109 12.20 Acknowledgement Regarding Any Supported QFCs 112 Section 9.24 Waiver 12.21 Intercreditor Agreement 112 ANNEXES, EXHIBITS AND SCHEDULES Annex I List of Right to Trial by Jury 110 Schedules Schedule 2.1 Commitments and Pro Rata Shares Schedule 9.2 Administrative Agent’s Office, Certain Addresses for Notices Exhibits Maximum Credit Amounts Exhibit A-1 A Form of Committed Loan Notice Exhibit A-2 Form of Swing Line Loan Notice Note Exhibit B Form of Note Borrowing Request Exhibit C [Reserved] Exhibit D Form of Compliance Certificate Exhibit E Form of Solvency Certificate Exhibit F Security Instruments Exhibit G Form of Assignment and Assumption 364 DAY Exhibit H-1 Form of U.S. Tax Compliance Certificate (Non-U.S. Lenders; non-partnerships) Exhibit H-2 Form of U.S. Tax Compliance Certificate (Foreign Participants; non-partnerships) Exhibit H-3 Form of U.S. Tax Compliance Certificate (Foreign Participants; partnerships) Exhibit H-4 Form of U.S. Tax Compliance Certificate (Non-U.S. Lenders; partnerships) Schedule 7.05 Litigation Schedule 7.06 Environmental Matters Schedule 7.12 Insurance Schedule 7.14 Subsidiaries Schedule 7.19 Gas Imbalances Schedule 7.20 Marketing of Production Schedule 7.22 Swap Agreements Schedule 9.05 Investments CREDIT AGREEMENT THIS 364 DAY CREDIT AGREEMENT (this “Agreement”) dated as of November 18January 5, 2022 2022, is made among TOYOTA MOTOR CREDIT CORPORATION, a California corporation (“TMCC”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA CREDIT DE PUERTO RICO U.S. ENERGY CORP., a corporation organized under the laws of the Commonwealth State of Puerto Rico Wyoming (“TCPR”), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada (“TCCI”), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” and, together with TMCC, TMFNL, TFSUK, TCPR, TCCI and TKG, the “BorrowersBorrower”), each lender of the Lenders from time to time party hereto and FIRSTBANK SOUTHWEST (collectivelyin its individual capacity, the “Lenders” and, individually, a “Lender”), BNP PARIBAS, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. (“BNPP Securities”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“Citibank”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and MUFG BANK, LTD. (“MUFGFBSW”), as Joint Lead Arrangers and Joint Book Managersadministrative agent for the Lenders (in such capacity, Citibanktogether with its successors in such capacity, BANK OF AMERICA, N.A. (the “BofAAdministrative Agent”) and JPMorgan, as Swing Line Lenders, and Citibank, BofA, JPMorgan and MUFG, as Syndication Agents).
Appears in 1 contract
Samples: Credit Agreement (Us Energy Corp)
Acknowledgement and Consent to Bail. In of Certain Affected Financial Institutions 108 Section 9.23 Stay Provisions 109 Section 9.24 Waiver 85 SECTION 9.20. Effect of Right to Trial by Jury 110 Schedules Amendment and Restatement of Existing Credit Agreement 87 SECTION 9.21. Certain ERISA Matters 88 SECTION 9.22. Acknowledgement Regarding Any Supported QFCs 89 SECTION 9.23. Erroneous Payments 90 Schedule 2.1 2.01 Commitments and Pro Rata Shares Schedule 9.2 Administrative Agent’s Office, Certain Addresses for Notices Exhibits 3.07(a) Subsidiaries Schedule 3.07(b) Guarantors Schedule 3.08 Litigation Schedule 6.01 Indebtedness Schedule 6.02 Liens Exhibit A-1 A Form of Committed Loan Notice Assignment and Assumption Exhibit A-2 B-1 Form of Swing Line Loan Notice Opinion of Xxxxxxxx & Xxxxxxxx LLP Exhibit B B-2 Form of Note Opinion of General Counsel of the Borrower Exhibit C [Reserved] Exhibit D Form of Assignment and Assumption 364 DAY Administrative Questionnaire Exhibit E Form of Borrowing Request Exhibit F Form of Interest Election Request Exhibit G-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit G-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit G-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit G-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit H Form of Certificate of Financial Officer SECOND AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT THIS 364 DAY CREDIT AGREEMENT dated as of August 16, 2022 (this “Agreement”) dated as of November 18), 2022 is made among TOYOTA MOTOR CREDIT CORPORATIONARTISAN PARTNERS HOLDINGS LP, a California corporation Delaware limited partnership (the “TMCCBorrower”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada (“TCCI”), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” and, together with TMCC, TMFNL, TFSUK, TCPR, TCCI and TKG, the “Borrowers”), each lender lenders from time to time party hereto (collectivelythe “Lenders”) and CITIBANK, N.A., as Administrative Agent for the Lenders (in such capacity, the “Lenders” and, individually, a “LenderAgent”), BNP PARIBAS, as Administrative Agent, Swing Line Agent . The Borrower has requested that the Lenders agree to amend and Swing Line Lender, BNP PARIBAS SECURITIES CORPrestate the Existing Credit Agreement (such term and each other capitalized term used but not otherwise defined herein having the meaning assigned to it in Article I) in order to continue the revolving credit facility provided therein and to extend credit in the form of Commitments under which the Borrower may obtain Loans from time to time during the Availability Period on a revolving credit basis in an aggregate principal amount at any time outstanding not in excess of $100,000,000. (“BNPP Securities”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“Citibank”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”)The Lenders are willing to continue such revolving credit facility, and MUFG BANKto amend and restate the Existing Credit Agreement in the form hereof, LTDupon the terms and subject to the conditions set forth herein. (“MUFG”)Accordingly, the Borrower, the Lenders and the Agent agree as Joint Lead Arrangers and Joint Book Managers, Citibank, BANK OF AMERICA, N.A. (“BofA”) and JPMorgan, as Swing Line Lenders, and Citibank, BofA, JPMorgan and MUFG, as Syndication Agents.follows:
Appears in 1 contract
Samples: Year Revolving Credit Agreement (Artisan Partners Asset Management Inc.)
Acknowledgement and Consent to Bail. In of Certain Affected Financial Institutions 108 Section 9.23 Stay Provisions 109 Section 9.24 107 SECTION 9.21. Waiver of Right to Jury Trial by Jury 110 Schedules SCHEDULES Schedule 2.1 I - Commitments and Pro Rata Shares Schedule 9.2 Administrative 2.01(b) - Existing Letters of Credit Schedule 9.02 - Agent’s Office, ; Certain Addresses for Notices Exhibits EXHIBITS Exhibit A-1 Form of Committed Loan Notice Exhibit A-2 Form of Swing Line Loan Notice Exhibit B A — Form of Note Exhibit B-1 — Form of Notice of Revolving Credit Borrowing Exhibit B-2 — Form of Notice of Swing Line Borrowing Exhibit C [Reserved] Exhibit D — Form of Assignment and Assumption 364 DAY Exhibit D — Form of Designation Letter Exhibit E — Form of Opinion of the General Counsel or an Assistant General Counsel of the Company Exhibit F — Form of Opinion of Counsel to a Designated Subsidiary AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT THIS 364 DAY CREDIT AGREEMENT (this “Agreement”) dated Dated as of November 18March 31, 2022 is made among TOYOTA MOTOR CREDIT CORPORATION, a California corporation (“TMCC”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA 2021 HONEYWELL INTERNATIONAL INC., a Delaware corporation incorporated under (the laws of Canada (“TCCICompany”), TOYOTA KREDITBANK GMBHthe banks, a corporation organized under the laws of Germany financial institutions and other institutional lenders (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” and, together with TMCC, TMFNL, TFSUK, TCPR, TCCI and TKG, the “BorrowersInitial Lenders”), each lender from time to time party hereto ) and swing line banks (collectively, the “Lenders” and, individually, a “Lender”), BNP PARIBAS, as Administrative Agent, Initial Swing Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. (“BNPP SecuritiesBanks”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“Citibank”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”)) listed on the signature pages hereof, and MUFG BANK, LTD. (“MUFG”), as Joint Lead Arrangers and Joint Book Managers, Citibank, BANK OF AMERICA, N.A. (“BofABank of America”), as administrative agent (the “Administrative Agent”) and JPMorganfor the Lenders (as hereinafter defined), BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY, LONDON BRANCH, as swing line agent (the “Swing Line LendersAgent”) for the Swing Line Banks (as hereinafter defined), hereby agree as follows: PRELIMINARY STATEMENT. The Company, the lenders parties thereto and Citibank, BofA, JPMorgan and MUFGN.A., as Syndication Agents.administrative agent, were parties to that certain Amended and Restated Five Year Credit Agreement dated as of April 26, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified to date and in effect immediately prior to the amendment and restatement set forth herein, the “Existing Credit Agreement”). Subject to the satisfaction of the conditions set forth in Section 3.01, the Company, the parties hereto and Bank of America, as Administrative Agent, desire to amend and restate the Existing Credit Agreement as herein set forth. ARTICLE I
Appears in 1 contract
Samples: Five Year Credit Agreement (Honeywell International Inc)
Acknowledgement and Consent to Bail. In of Certain Affected Financial Institutions 108 113 Section 9.23 Stay Provisions 109 13.28. No Fiduciary Duty 113 Section 9.24 Waiver of Right to Trial by Jury 110 Schedules Schedule 2.1 Commitments and Pro Rata Shares Schedule 9.2 Administrative Agent’s Office, Certain Addresses for Notices Exhibits Exhibit A-1 13.29. Acknowledgement Regarding Any Supported QFCs 113 EXHIBIT A — Form of Committed Loan Notice Exhibit A-2 of Payment Request EXHIBIT B — Form of Notice of Borrowing EXHIBIT C — Form of Notice of Continuation/Conversion EXHIBIT D-1 — Form of Revolving Note EXHIBIT D-2 — Form of Swing Line Loan Notice Exhibit B Note EXHIBIT E — Form of Note Exhibit C [Reserved] Exhibit D Compliance Certificate EXHIBIT F — Form of Letter of Credit Report EXHIBIT G — Form of Assignment and Acceptance EXHIBIT H — Form of Commitment Amount Increase Request EXHIBIT I-1 – I-4 — Forms of U.S. Tax Compliance Certificates Exhibit J — Form of Designated Borrower Request and Assumption 364 DAY Agreement Exhibit K — Form of Designated Borrower Notice SCHEDULE 1 — Commitments SCHEDULE 8.7 — Existing Indebtedness and Guaranties SCHEDULE 13.11 — Voting Participants REVOLVING CREDIT AGREEMENT THIS 364 DAY CREDIT AGREEMENT (this “Agreement”) dated This Revolving Credit Agreement is entered into as of November 18August 19, 2022 is made 2021, by and among TOYOTA MOTOR CREDIT CORPORATIONThe X. X. Xxxxxxx Company, a California an Ohio corporation (together with any successor thereto in accordance with Section 8.9 hereof, the “TMCCU.S. Borrower”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V.Xxxxxxx Foods of Canada Corp., a federally incorporated Canadian corporation organized under (the laws of the Netherlands (“TMFNLCanadian Borrower”), TOYOTA FINANCIAL SERVICES certain Subsidiaries of the U.S. Borrower party hereto pursuant to Section 1.16 (UK) PLCeach, a corporation organized under the laws of England (“TFSUK”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada (“TCCI”), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFADesignated Borrower” and, together with TMCCthe U.S. Borrower and the Canadian Borrower, TMFNL, TFSUK, TCPR, TCCI the “Borrowers” and TKGeach a “Borrower” and together, the “Borrowers”), each lender Bank of America, N.A. (“Bank of America”), as Administrative Agent and the several financial institutions from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), BNP PARIBASto this Agreement, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORPLenders. (“BNPP Securities”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“Citibank”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and MUFG BANK, LTD. (“MUFG”), All capitalized terms used herein without definition shall have the same meanings herein as Joint Lead Arrangers and Joint Book Managers, Citibank, BANK OF AMERICA, N.A. (“BofA”) and JPMorgan, as Swing Line Lenders, and Citibank, BofA, JPMorgan and MUFG, as Syndication Agentssuch terms are defined in Section 5.1 hereof.
Appears in 1 contract
Acknowledgement and Consent to Bail. In of Certain Financial Institutions 108 106 Section 9.23 Stay Provisions 109 107 Section 9.24 Waiver of Right to Trial by Jury 110 108 Schedules Schedule 2.1 Commitments and Pro Rata Shares Schedule 9.2 Administrative Agent’s Office, Certain Addresses for Notices Exhibits Exhibit A-1 Form of Committed Loan Notice Exhibit A-2 Form of Swing Line Loan Notice Exhibit B Form of Note Exhibit C [Reserved] Exhibit D Form of Assignment and Assumption 364 DAY THREE YEAR CREDIT AGREEMENT THIS 364 DAY THREE YEAR CREDIT AGREEMENT (this “Agreement”) dated as of November 18, 2022 is made among TOYOTA MOTOR CREDIT CORPORATION, a California corporation (“TMCC”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada (“TCCI”), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” and, together with TMCC, TMFNL, TFSUK, TCPR, TCCI and TKG, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), BNP PARIBAS, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. (“BNPP Securities”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“Citibank”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and MUFG BANK, LTD. (“MUFG”), as Joint Lead Arrangers and Joint Book Managers, Citibank, BANK OF AMERICA, N.A. (“BofA”) and JPMorgan, as Swing Line Lenders, and Citibank, BofA, JPMorgan and MUFG, as Syndication Agents.
Appears in 1 contract
Samples: Assignment and Assumption (Toyota Motor Credit Corp)
Acknowledgement and Consent to Bail. In of Certain EEA Financial Institutions 108 Section 9.23 Stay Provisions 109 Section 9.24 Waiver of Right to Trial by Jury 110 Schedules 127 Page SCHEDULES Schedule 2.1 1.01(a) – Subsidiary Guarantors Schedule 1.01(b) – Disqualified Institutions Schedule 1.01(c) – Immaterial Subsidiaries Schedule 1.01(d) – Existing Investments Schedule 1.01(e) – Existing RP Available Amount Schedule 2.01 – Lenders and Term Loan Commitments and Pro Rata Shares Schedule 9.2 Administrative Agent’s Office, Certain Addresses for Notices Exhibits 3.08 – Subsidiaries Schedule 3.09 – Litigation Schedule 3.15 – Environmental Matters Schedule 3.17(a) – Owned Real Property Schedule 3.17(b) – Leased Real Property Schedule 3.18 – Labor Matters Schedule 3.20 – Intellectual Property Schedule 6.01 – Existing Indebtedness Schedule 6.02 – Existing Liens EXHIBITS Exhibit A-1 A – Form of Committed Loan Notice Exhibit A-2 Form of Swing Line Loan Notice Assignment and Acceptance Exhibit B – Form of Note Exhibit C – [ReservedIntentionally Omitted] Exhibit D – Form of Assignment Conversion/Continuation Request Exhibit E – Form of Prepayment Notice Exhibit F – Form of Non-Bank Certificate AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of August 17, 2016 (as modified and Assumption 364 DAY CREDIT AGREEMENT THIS 364 DAY CREDIT AGREEMENT (supplemented and in effect from time to time, this “Agreement”) dated as of November 18), 2022 is made among TOYOTA MOTOR CREDIT CORPORATIONCDW LLC, a California an Illinois corporation (the “TMCCBorrower”), TOYOTA MOTOR FINANCE the Lenders (NETHERLANDS) B.V.as defined herein), a corporation organized under the laws of the Netherlands BARCLAYS BANK PLC (“TMFNLBarclays”), TOYOTA FINANCIAL SERVICES (UK) PLCas joint lead arranger, a corporation organized under the laws of England (“TFSUK”)joint bookrunner, TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada (“TCCI”), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” and, together with TMCC, TMFNL, TFSUK, TCPR, TCCI Administrative Agent and TKG, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), BNP PARIBAS, as Administrative Collateral Agent, Swing Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. (“BNPP Securities”), BOFA SECURITIESXXXXXX XXXXXXX SENIOR FUNDING, INC. (“BofA SecuritiesMSSF”), CITIBANKas joint lead arranger, N.A. (“Citibank”)joint bookrunner and syndication agent, JPMORGAN CHASE BANK, N.A. (together with its affiliates, including X.X. Xxxxxx Securities LLC, “JPMorganJPMCB”), as joint lead arranger, joint bookrunner and MUFG BANKco-documentation agent, XXXXXXX SACHS LENDING PARTNERS LLC (“GS”), as joint lead arranger, joint bookrunner and co-documentation agent, XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED (“MLPFS”), as joint lead arranger, joint bookrunner and co-documentation agent, XXXXX FARGO SECURITIES, LLC (“WF”), as joint lead arranger, joint bookrunner and co-documentation agent, RBC CAPITAL MARKETS (“RBCCM”), as joint lead arranger and joint bookrunner, THE BANK OF TOKYO MITSUBISHI UFJ, LTD. ., a member of MUFG, a global financial group (“MUFG”), as Joint Lead Arrangers joint lead arranger and Joint Book Managers, Citibank, BANK OF AMERICA, N.A. joint bookrunner and HSBC SECURITIES (USA) INC. (“BofAHSBC”) and JPMorgan), as Swing Line Lendersjoint lead arranger and joint bookrunner, and Citibank, BofA, JPMorgan and MUFG, as Syndication Agents.in each case for the Term Loan Facility. Capitalized terms used in this Agreement shall have the meanings set forth in Article I.
Appears in 1 contract
Samples: Term Loan Agreement (CDW Corp)
Acknowledgement and Consent to Bail. In of Certain Affected Financial Institutions 108 Section 9.23 Stay Provisions 109 Section 9.24 Waiver of Right to Trial by Jury 110 Schedules 95> <SECTION 9.19. Acknowledgement Regarding Any Supported QFCs 96> SCHEDULES: Schedule 2.1 EGL — Eligible Ground Leases Schedule ES — Excluded Subsidiaries Schedule 2.01 — Lenders; Commitments and Pro Rata Shares Schedule 9.2 Administrative Agent’s Office, Certain Addresses for Notices Exhibits 3.05 — Unencumbered Properties Schedule 3.06 — Disclosed Matters Schedule 3.14 — Subsidiaries Schedule 6.08—<6.01 –> Existing Restrictions<Indebtedness> <Schedule 6.02 – Existing Liens> EXHIBITS: Exhibit A-1 Form of Committed Loan Notice Exhibit A-2 Form of Swing Line Loan Notice Exhibit B Form of Note Exhibit C [Reserved] Exhibit D A — Form of Assignment and Assumption 364 DAY CREDIT AGREEMENT THIS 364 DAY CREDIT Exhibit B — Form of Borrowing Request Exhibit C-1 — Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-2 — Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-3 — Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-4 — Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships for U.S. Federal Income Tax Purposes) Exhibit D — Form of Term Note Exhibit E — Form of Compliance Certificate <Exhibit F – Form of Covenant Waiver Period Pledge Agreement> <Exhibit G – Form of Intercreditor Agreement> TERM LOAN AGREEMENT (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”) dated as of November 18October 22, 2022 is made 2015, among TOYOTA MOTOR CREDIT CORPORATIONXHR LP, a California corporation (“TMCC”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada (“TCCI”), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” and, together with TMCC, TMFNL, TFSUK, TCPR, TCCI and TKGDelaware limited partnership, the “Borrowers”)LENDERS party hereto, each lender from time to time party hereto (collectivelyand XXXXX FARGO BANK, the “Lenders” and, individually, a “Lender”), BNP PARIBASN.A., as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. (“BNPP Securities”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“Citibank”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and MUFG BANK, LTD. (“MUFG”), The parties hereto agree as Joint Lead Arrangers and Joint Book Managers, Citibank, BANK OF AMERICA, N.A. (“BofA”) and JPMorgan, as Swing Line Lenders, and Citibank, BofA, JPMorgan and MUFG, as Syndication Agents.follows:
Appears in 1 contract
Acknowledgement and Consent to Bail. In of Certain EEA Financial Institutions 108 Section 9.23 Stay Provisions 109 Section 9.24 Waiver of Right to Trial by Jury 110 211 Exhibits and Schedules Schedule 2.1 Commitments and Pro Rata Shares Schedule 9.2 Administrative Agent’s Office, Certain Addresses for Notices Exhibits Exhibit A-1 A Form of Committed Loan Notice Exhibit A-2 Form of Swing Line Loan Notice Assignment and Acceptance Exhibit B Form of Note Borrowing Request Exhibit C [Reserved] Form of Swingline Borrowing Request Exhibit D Form of Interest Election Request Exhibit E Form of Mortgage Exhibit F Form of Permitted Loan Purchase Assignment and Assumption 364 DAY Acceptance Exhibit G Form of Discounted Prepayment Option Notice Exhibit H Form of Lender Participation Notice Exhibit I Form of Discounted Voluntary Prepayment Notice Exhibit J Form of Solvency Certificate Exhibit K Form of Global Intercompany Note Exhibit L Form of Subordination, Non-Disturbance and Attornment Agreement Exhibit M Form of Collateral Agreement Exhibit N Form of Subsidiary Guarantee Agreement Exhibit O Form of First Lien Intercreditor Agreement Exhibit P Form of Second Lien Intercreditor Agreement Schedule 1.01(A) Mortgaged Properties Schedule 1.01(B) Existing Letters of Credit Schedule 1.01(C) Subsidiary Loan Parties Schedule 1.01(D) Undeveloped Land Schedule 1.01(E) Closing Date Unrestricted Subsidiaries Schedule 1.01(F) Post-Closing Restructuring Transaction Schedule 2.01 Commitments Schedule 3.01 Organization; Powers Schedule 3.04 Governmental Approvals Schedule 3.08(a) Subsidiaries Schedule 3.08(b) Subscriptions Schedule 3.22 Intellectual Property Rights Schedule 4.02(b) Local Counsel Schedule 5.10 Post-Closing Items Schedule 6.01 Existing Indebtedness Schedule 6.02(a) Existing Liens Schedule 6.04 Existing Investments Schedule 6.07 Transactions with Affiliates Schedule 9.01 Notice Information FIRST LIEN CREDIT AGREEMENT THIS 364 DAY CREDIT AGREEMENT dated as of October 11, 2013 (this “Agreement”), among (a) dated as of November 18CAESARS ENTERTAINMENT RESORT PROPERTIES, 2022 is made among TOYOTA MOTOR CREDIT CORPORATIONLLC, a California corporation Delaware limited liability company (“TMCCCERP LLC”), TOYOTA MOTOR FINANCE (NETHERLANDSb) B.V.CAESARS ENTERTAINMENT RESORT PROPERTIES FINANCE, a corporation organized under the laws of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a Delaware corporation incorporated under the laws of Canada (“TCCICERP Finance”) and (c) (i) XXXXXX’X LAS VEGAS, LLC, a Nevada limited liability company, (ii) XXXXXX’X ATLANTIC CITY HOLDING, INC., a New Jersey corporation, (iii) RIO PROPERTIES, LLC, a Nevada limited liability company, (iv) FLAMINGO LAS VEGAS HOLDING, LLC, a Nevada limited liability company, (v) XXXXXX’X LAUGHLIN, LLC, a Nevada limited liability company and (vi) PARIS LAS VEGAS HOLDING, LLC, a Nevada limited liability company ((i) through (vi) of this clause (c), TOYOTA KREDITBANK GMBHcollectively the “CMBS Borrowers” or each, a corporation organized under the laws of Germany (“TKGCMBS Borrower”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” and, together with TMCC, TMFNL, TFSUK, TCPR, TCCI CERP LLC and TKGCERP Finance, the “Borrowers”), each lender the LENDERS party hereto from time to time party hereto (collectivelyand CITICORP NORTH AMERICA, the “Lenders” and, individually, a “Lender”), BNP PARIBASINC., as Administrative Agent, Swing Line Agent administrative agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. (“BNPP Securities”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“Citibank”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and MUFG BANK, LTD. (“MUFG”), as Joint Lead Arrangers and Joint Book Managers, Citibank, BANK OF AMERICA, N.A. (“BofA”) and JPMorgan, as Swing Line collateral agent for the Lenders, and Citibank, BofA, JPMorgan and MUFG, as Syndication Agents.
Appears in 1 contract
Samples: First Lien Credit Agreement (CAESARS ENTERTAINMENT Corp)
Acknowledgement and Consent to Bail. In of Certain Affected Financial Institutions 108 Section 9.23 Stay Provisions 109 Section 9.24 Waiver of Right to Trial by Jury 110 Schedules Institutions. 156 11.23 Amendment and Restatement 156 11.24 Acknowledgement Regarding Any Supported QFCs 157 SCHEDULES Schedule 2.1 Commitments and Pro Rata Shares Schedule 9.2 Administrative Agent’s Office, 1.01(a) Certain Addresses for Notices Exhibits Schedule 1.01(b) Commitments and Applicable Percentages as of the Second Amendment Effective Date Schedule 1.01(c) Existing Letters of Credit Schedule 1.01(d) Responsible Officers Schedule 5.10 Insurance Schedule 5.19(a) Subsidiaries, Joint Ventures, Partnerships and Other Equity Investments Schedule 5.19(b) Loan Parties Schedule 5.20(b) Intellectual Property Schedule 5.20(c) Deposit Accounts and Securities Accounts Schedule 5.20(d) Real Properties Schedule 5.22 Health Care Laws Schedule 7.01 Liens Existing as of the Second Amendment Effective Date Schedule 7.02 Indebtedness Existing as of the Second Amendment Effective Date Schedule 7.03 Investments Existing as of the Second Amendment Effective Date Schedule 7.08 Transactions with Affiliates EXHIBITS Exhibit A-1 Form of Committed Loan Notice Exhibit A-2 Form of Swing Line Loan Notice Exhibit B Form of Note Exhibit C [Reserved] Exhibit D A Form of Assignment and Assumption 364 DAY Exhibit B Form of Compliance Certificate Exhibit C Form of Incremental Term Loan Lender Joinder Agreement Exhibit D Form of Incremental Term Note Exhibit E Form of Joinder Agreement Exhibit F Form of Loan Notice Exhibit G Form of Notice of Loan Prepayment Exhibit H Form of Revolving Note Exhibit I Form of Secured Party Designation Notice Exhibit J Form of Solvency Certificate Exhibit K Form of Swingline Loan Notice Exhibit L Forms of U.S. Tax Compliance Certificates Exhibit M Form of Term Note AMENDED AND RESTATED CREDIT AGREEMENT THIS 364 DAY This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated is entered into as of November 18June 29, 2022 is made 2018, among TOYOTA MOTOR CREDIT CORPORATIONAMEDISYS, a California corporation (“TMCC”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a Delaware corporation incorporated under (the laws of Canada (“TCCICompany”), TOYOTA KREDITBANK GMBHAMEDISYS HOLDING, L.L.C., a corporation organized under the laws of Germany Louisiana limited liability company (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFAAmedisys Holding” and, and together with TMCCthe Company, TMFNL, TFSUK, TCPR, TCCI each a “Borrower” and TKGcollectively, the “Borrowers”), each lender from time to time party hereto the Guarantors (collectivelydefined herein), the “Lenders” and, individually, a “Lender”Lenders (defined herein), BNP PARIBASand BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Agent Swingline Lender and Swing Line Lender, BNP PARIBAS SECURITIES CORP. (“BNPP Securities”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“Citibank”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and MUFG BANK, LTD. (“MUFG”), as Joint Lead Arrangers and Joint Book Managers, Citibank, BANK OF AMERICA, N.A. (“BofA”) and JPMorgan, as Swing Line Lenders, and Citibank, BofA, JPMorgan and MUFG, as Syndication AgentsL/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (Amedisys Inc)
Acknowledgement and Consent to Bail. In of Certain Affected Financial Institutions 108 137143 Section 9.23 Stay Provisions 109 11.20. Governing Law; Submission to Jurisdiction; Service of Process 138144 Section 9.24 11.21. Treatment of Certain Information, Confidentiality 145 Section 11.22. Acknowledgement Regarding Any Supported QFCs 146 Jury Trial Waiver of Right to Trial by Jury 110 Schedules Schedule 2.1 Commitments and Pro Rata Shares Schedule 9.2 Administrative Agent’s Office, Certain Addresses for Notices Exhibits 1148 iv TABLE OF CONTENTS Page Exhibit A-1 A Form of Committed Loan Notice Revolving Credit Note Exhibit A-2 B Form of Swing Line Loan Notice Exhibit B Form of Note Exhibit C [Reserved] Form of Term Note Exhibit D Form of Notice of Loan Exhibit E Form of Letter of Credit Request Exhibit F Form of Compliance Certificate Exhibit G Form of Additional Borrower Assumption Agreement Exhibit H Form of Assignment and Assumption 364 DAY CREDIT AGREEMENT THIS 364 DAY CREDIT AGREEMENT Agreement Exhibit I-1 Form of U.S. Tax Compliance Certificate (this “Agreement”For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) dated as Exhibit I-2 Form of November 18, 2022 is made among TOYOTA MOTOR CREDIT CORPORATION, a California corporation U.S. Tax Compliance Certificate (“TMCC”), TOYOTA MOTOR FINANCE For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit I-3 Form of U.S. Tax Compliance Certificate (NETHERLANDSFor Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) B.V., a corporation organized under Exhibit I-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit J Form of DDTL Note Schedule 1 Commitments of Lenders Schedule 2 Borrowers Schedule 3 Guarantors of Payment Schedule 4 Pledged Securities Schedule 5 Mortgaged Real Property Schedule 5.8 Indebtedness Schedule 5.9 Liens Schedule 5.11 Permitted Investments Schedule 5.17 Affiliate Transactions Schedule 5.23 Restrictive Agreements Schedule 6.1 Corporate Existence; Subsidiaries; Foreign Qualification Schedule 6.4 Litigation and Administrative Proceedings Schedule 6.5 Real Estate Owned by the laws Companies Schedule 6.9 Locations Schedule 6.11 Employee Benefits Plans Schedule 6.17 Intellectual Property Schedule 6.18 Insurance Schedule 6.19 Deposit Accounts and Securities Accounts Schedule 7.4 Pledged Notes Schedule 7.5 Commercial Tort Claims Schedule 8 Capital Maintenance Rules Schedule 9 Abstract Acknowledgement of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada (“TCCI”), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” and, together with TMCC, TMFNL, TFSUK, TCPR, TCCI and TKG, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), BNP PARIBAS, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. (“BNPP Securities”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“Citibank”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and MUFG BANK, LTD. (“MUFG”), as Joint Lead Arrangers and Joint Book Managers, Citibank, BANK OF AMERICA, N.A. (“BofA”) and JPMorgan, as Swing Line Lenders, and Citibank, BofA, JPMorgan and MUFG, as Syndication Agents.Debt v
Appears in 1 contract
Acknowledgement and Consent to Bail. In of Certain Affected Financial Institutions 108 Section 9.23 Stay Provisions 109 Section 9.24 Waiver of Right to Trial by Jury 110 Schedules 125 SCHEDULES: Schedule 2.1 1.01 — Sustainability Schedule Schedule 2.01 — Commitments and Pro Rata Shares Schedule 9.2 Administrative Agent’s Office, Certain Addresses for Notices Exhibits 6.01 — Permitted Existing Liens Schedule 6.02 — Permitted Existing Indebtedness EXHIBITS: Exhibit A-1 Form of Committed Loan Notice Exhibit A-2 Form of Swing Line Loan Notice Exhibit B Form of Note Exhibit C [Reserved] Exhibit D A — Form of Assignment and Assumption 364 DAY Exhibit B — Form of Borrowing Request Exhibit C-1 — Form of Borrowing Subsidiary Accession Agreement Exhibit C-2 — Form of Borrowing Subsidiary Termination Exhibit D — Form of Compliance Certificate Exhibit E — Form of Interest Election Request Exhibit F-1 — Form of US Tax Compliance Certificate for Foreign Lenders that are not Partnerships for US Federal Income Exhibit F-2 — Form of US Tax Compliance Certificate for Non-US Participants that are not Partnerships for US Federal Income Tax Purposes Exhibit F-3 — Form of US Tax Compliance Certificate for Non-US Participants that are Partnerships for US Federal Income Tax Purposes Exhibit F-4 — Form of US Tax Compliance Certificate for Foreign Lenders that are Partnerships for US Federal Income Tax Purposes Exhibit G — Form of Sustainability Pricing Certificate WEIL:\98494654\13\64945.0067 CREDIT AGREEMENT THIS 364 DAY CREDIT AGREEMENT (this “Agreement”) dated as of November 18March 24, 2022 is made 2022, among TOYOTA MOTOR CREDIT CORPORATION, a California corporation (“TMCC”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA XXXXXXX INC., a corporation incorporated under the laws of Canada (“TCCI”), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” and, together with TMCC, TMFNL, TFSUK, TCPR, TCCI and TKGDelaware corporation, the “Borrowers”)BORROWING SUBSIDIARIES party hereto, each lender from time to time the LENDERS party hereto (collectively, the “Lenders” and, individually, a “Lender”), BNP PARIBAS, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. (“BNPP Securities”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“Citibank”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and MUFG BANK, LTD. (“MUFG”), as Joint Lead Arrangers and Joint Book Managers, Citibank, BANK OF AMERICA, N.A. (“BofA”) and JPMorganN.A., as Swing Line Lenders, and Citibank, BofA, JPMorgan and MUFG, the Administrative Agent. The parties hereto agree as Syndication Agents.follows:
Appears in 1 contract
Samples: Credit Agreement (Trimble Inc.)
Acknowledgement and Consent to Bail. In of Certain EEA Financial Institutions 108 Section 9.23 Stay Provisions 109 Section 9.24 Waiver of Right to Trial by Jury 110 Schedules Schedule 2.1 Commitments and Pro Rata Shares Schedule 9.2 Administrative Agent’s Office, Certain Addresses for Notices Exhibits Institutions. 91 NAI-1513461614v2 EXHIBITS Exhibit A-1 1 Form of Committed Loan Notice Request for Advance and Certification Exhibit A-2 1(a) Form of Request for Swing Line Loan Notice Advance Exhibit B 2 LIBOR Election Form and Certification Exhibit 3 LIBOR Interest Election Procedure and Requirements Exhibit 4 [Reserved] Exhibit 5 Form of Note Quarterly Covenant Compliance/Non-Default Certificate Exhibit 6 Form of Joinder Agreement Exhibit 7 Pricing Grid Exhibit 8 Form of Assignment and Acceptance Agreement Exhibit 9 Form of Incremental Facility Assumption Agreement Exhibit 10 Form of Authorization SCHEDULES Schedule A-1 Borrowers Schedule A-2 Foreign Borrowers Schedule A-3 Non-Borrower Affiliates Schedule B Permitted Foreign Bank Accounts Schedule C [Reserved] Exhibit Schedule D Form [Reserved] Schedule E Healthcare and Dependent Care Accounts Schedule 1 Lender Commitments/Percentages Schedule 2 Principal Places of Assignment Business/Books and Assumption 364 DAY CREDIT Records Location(s) Schedule 5.1 Existence and Qualification Schedule 5.2 Conflicts Schedule 5.3 Financial Statements Schedule 5.6(a) Default under Government Contracts Schedule 5.6(b) Government Contracts Constituting Material Contracts Schedule 5.9 Litigation and Proceedings Schedule 5.11 Primary U.S. Business Locations Schedule 5.13(a) Under Funded Pension Plans Schedule 5.13(b) Non-Exempt ERISA Transactions Schedule 5.13(c) Terminated Pension Plans Schedule 5.15 (a) Intellectual Property Schedule 5.15(b) Intellectual Property Royalty Payments Schedule 5.17 Interests in Real Estate Schedule 5.18 Labor Agreements Schedule 5.26 Commercial Tort Claims Schedule 5.27 Letter of Credit Rights Schedule 7.7(a) Existing Indebtedness Schedule 7.7(a)(vi) Liens Securing Indebtedness Schedule 7.8(c) Existing Loans, Advances and/or Investments (to non-Borrowers) NAI-1513461614v2 FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT THIS 364 DAY CREDIT FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated is executed as of November 18January 5, 2022 2018, and is made by and among TOYOTA MOTOR CREDIT CORPORATION(a) CITIZENS BANK, NATIONAL ASSOCIATION (AS SUCCESSOR BY MERGER TO CITIZENS BANK OF PENNSYLVANIA, a California corporation Pennsylvania state chartered bank), together with its successors and assigns (“TMCCCitizens Bank”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V.acting in the capacity of Lender, a corporation organized under the laws of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada (“TCCI”), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” and, together with TMCC, TMFNL, TFSUK, TCPR, TCCI and TKG, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), BNP PARIBAS, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. and as Administrative Agent for the Lenders; (b) certain other “BNPP Securities”)Lender” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; (c) VSE CORPORATION, BOFA SECURITIESa Delaware corporation, INC. and certain other “Borrower” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; and (“BofA Securities”), CITIBANK, N.A. (“Citibank”), JPMORGAN CHASE d) CITIZENS BANK, N.A. (“JPMorgan”), and MUFG BANK, LTD. (“MUFG”)NATIONAL ASSOCIATION, as Joint Lead Arrangers sole and Joint Book Managers, Citibank, BANK OF AMERICA, N.A. (“BofA”) exclusive lead arranger and JPMorgan, as Swing Line Lenders, sole and Citibank, BofA, JPMorgan and MUFG, as Syndication Agentsexclusive book running manager.
Appears in 1 contract
Acknowledgement and Consent to Bail. In of Certain Affected Financial Institutions 108 113128 Section 9.23 Stay Provisions 109 15.08 Acknowledgement Regarding Any Supported QFCs 114128 ARTICLE 16 GUARANTEEGuarantee Section 9.24 Waiver 16.01 Guarantee 115129 Section 16.02 Guaranty Absolute 115130 Section 16.03 Waivers 116130 Section 16.04 Continuing Guaranty 117131 Section 16.05 Release of Right to Trial by Jury 110 Schedules Schedule 2.1 Commitments and Pro Rata Shares Schedule 9.2 Administrative Agent’s Office, Certain Addresses for Notices Exhibits Guarantors 117131 EXHIBITS Exhibit A-1 A – Form of Committed Loan Notice Exhibit A-2 Form of Swing Line Loan Notice Compliance Certificate Exhibit B Form of Note Exhibit C [Reserved] Exhibit D – Form of Assignment and Assumption 364 DAY Exhibit C – Form of Prepayment Notice Exhibit D – Form of Note Exhibit E – Form of Borrowing Notice Exhibit F – Form of Conversion/Continuation Notice Exhibit G – Form of Officer’s Certificate Exhibit H-1 – Form of U.S. Tax Compliance Certificate Exhibit H-2 – Form of U.S. Tax Compliance Certificate Exhibit H-3 – Form of U.S. Tax Compliance Certificate Exhibit H-4 – Form of U.S. Tax Compliance Certificate Exhibit I Form of Joinder SCHEDULES Pricing Schedule Commitment Schedule Schedule 2.03 – Existing Letters of Credit Schedule 6.10 – Existing Specified Indebtedness for Borrowed Money Schedule 13.01 – Certain Addresses for Notices CREDIT AGREEMENT THIS 364 DAY CREDIT AGREEMENT (this “This Credit Agreement”) , dated as of November October 18, 2022 2022, is made among TOYOTA MOTOR CREDIT CORPORATIONRXO, Inc., a California Delaware corporation (the “TMCCBorrower”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada (“TCCI”), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” and, together with TMCC, TMFNL, TFSUK, TCPR, TCCI and TKG, the “Borrowers”), each lender Guarantors from time to time party hereto (collectivelyparties hereto, the “Lenders” and, individually, a “Lender”institutions from time to time parties hereto as Lenders (whether by execution of this Agreement or an assignment pursuant to Section 12.01), BNP PARIBAS, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. (“BNPP Securities”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“Citibank”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and MUFG BANK, LTD. (“MUFG”), as Joint Lead Arrangers and Joint Book Managers, Citibank, BANK OF AMERICA, N.A. (“BofA”) and JPMorgan, as Swing Line Lenders, and Citibank, BofA, JPMorgan and MUFGN.X.Xxxxxxx Sxxxx Bank USA, as Syndication Agents.Administrative Agent and an Issuing Lender. The Borrower has requested that the Lenders and the Administrative Agent enter into this Agreement to provide a term loan facility and a revolving credit facility to the Borrower for the purposes set forth herein, and the Lenders and the Administrative Agent are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Samples: Credit Agreement (RXO, Inc.)
Acknowledgement and Consent to Bail. In of Certain EEA Financial Institutions 108 Section 9.23 Stay Provisions 109 Section 9.24 Waiver 173 SECTION 9.22. Acknowledgement Regarding Any Supported QFCs 174 SCHEDULES: Commitment Schedule Schedule 1.01(a) — Immaterial Subsidiaries Schedule 1.01(b) — Mortgaged Properties Schedule 1.01(c) — Existing Letters of Right to Trial by Jury 110 Schedules Credit Schedule 2.1 Commitments 1.01(d) — Existing Indebtedness Schedule 1.01(e) — Existing Liens Schedule 1.01(f) — Existing Investments Schedule 3.05(a) — Properties Schedule 3.05(f) — Intellectual Property Schedule 3.15 — Capitalization and Pro Rata Shares Subsidiaries Schedule 9.2 Administrative Agent3.16 — Mortgage Filing Offices Schedule 3.17 — Labor Disputes Schedule 9.01 — Borrower’s Office, Certain Addresses Website for Notices Exhibits Electronic Delivery EXHIBITS: Exhibit A-1 A— Form of Committed Loan Notice Administrative Questionnaire Exhibit A-2 Form of Swing Line Loan Notice Exhibit B Form of Note Exhibit C [Reserved] Exhibit D B— Form of Assignment and Assumption 364 DAY Exhibit C— Form of Compliance Certificate Exhibit D— Joinder Agreement Exhibit E— Form of Borrowing Request Exhibit F— Form of Promissory Notes Exhibit G— Mandatory Cost SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS 364 DAY CREDIT AGREEMENT dated as of June 4, 2014 (this “Agreement”) dated as of November 18, 2022 is made among TOYOTA MOTOR CREDIT CORPORATION, a California corporation (“TMCC”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA among TRANSDIGM INC., a Delaware corporation incorporated under (the laws of Canada (“TCCIBorrower”), TOYOTA KREDITBANK GMBHTRANSDIGM GROUP INCORPORATED, a Delaware corporation organized under the laws of Germany (“TKGHoldings”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws each subsidiary of the Commonwealth Borrower from time to time party hereto, the Lenders (as defined in Article I) and CREDIT SUISSE AG, as administrative agent and collateral agent for the Lenders hereunder (in such capacities, the “Agent”). Pursuant to the Amendment and Restatement Agreement dated as of Australia the Restatement Date (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I) (the “TFAFirst Amendment and Restatement Agreement”), among the Borrower, Holdings, each subsidiary of the Borrower party thereto, the lenders party thereto and the Agent, (a) that certain Credit Agreement dated as of December 6, 2010, as amended by Amendment No. 1 dated as of March 25, 2011 and Amendment No. 2 dated as of October 9, 2012 (the “2010 Credit Agreement”) and (b) that certain Credit Agreement dated as of February 14, 2011, as amended by Amendment No. 1 and Incremental Term Loan Assumption Agreement dated as of February 15, 2012 and Amendment No. 2 and Incremental Term Loan Assumption Agreement dated as of October 9, 2012 (the “2011 Credit Agreement” and, together with TMCC, TMFNL, TFSUK, TCPR, TCCI and TKGthe 2010 Credit Agreement, the “BorrowersExisting Credit Agreements”), in each lender from time to time case, among the Borrower, Holdings, certain subsidiaries of the Borrower party hereto (collectivelythereto, certain lenders, the Agent and the other parties thereto, were amended and restated in their entirety and replaced by a single agreement in the form of the First Restated Credit Agreement. On the Restatement Date, certain lenders party to the First Restated Credit Agreement agreed to extend credit in the form of (a) Tranche B Term Loans (as defined in the First Restated Credit Agreement) in an aggregate principal amount of $500,000,000 and Tranche C Term Loans in an aggregate principal amount of $1,700,000,000, the proceeds of which were used to finance the Existing Bank Debt Refinancing and to pay the Transaction Costs and (b) Revolving Loans, Swingline Loans and Letters of Credit (in each case, as defined in the First Restated Credit Agreement) in an aggregate principal amount at any time outstanding not in excess of $310,000,000. On the First Amendment Effective Date (a) the Borrower, Holdings, the Agent and certain lenders party thereto entered into the First Amendment, pursuant to which certain terms of the First Restated Credit Agreement were amended as set forth therein and (b) the Borrower, Holdings, the subsidiaries of the Borrower party thereto, the lenders party thereto and the Agent entered into an Incremental Term Loan Assumption Agreement, pursuant to which the lenders party thereto made Incremental Term Loans to the Borrower in the form of additional Tranche C Term Loans in an aggregate principal amount of $900,000,000. Pursuant to the Amendment and Restatement Agreement dated as of the date hereof (the “Lenders” and, individually, a “LenderSecond Amendment and Restatement Agreement”), BNP PARIBASamong the Borrower, as Administrative Holdings, each subsidiary of the Borrower party thereto, the lenders party thereto and the Agent, Swing Line Agent and Swing Line Lenderupon satisfaction of the conditions set forth therein, BNP PARIBAS SECURITIES CORPthe First Restated Credit Agreement shall be amended and restated in its entirety in the form of this Agreement. The proceeds of the Tranche D Term Loans are to be used solely to (i) finance a portion of the Specified Dividend, (ii) repurchase or otherwise redeem the Senior Subordinated Notes described in clause (i) of the definition thereof (the “BNPP Securities”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“Citibank”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and MUFG BANK, LTD. (“MUFG”), as Joint Lead Arrangers and Joint Book Managers, Citibank, BANK OF AMERICA, N.A. (“BofASubordinated Notes Refinancing”) and JPMorgan(iii) pay fees and expenses incurred in connection with the Second Restatement Transactions. The proceeds of the Revolving Loans, as Swing Line LendersSwingline Loans and Letters of Credit are to be used solely for general corporate purposes. The Lenders are willing to extend such credit to the Borrower, and Citibankthe Issuing Bank is willing to issue Letters of Credit for the account of the Borrower, BofAin each case on the terms and subject to the conditions set forth herein. Accordingly, JPMorgan and MUFG, the parties hereto agree as Syndication Agents.follows:
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Acknowledgement and Consent to Bail. In of Certain EEA Financial Institutions 108 Section 9.23 Stay Provisions 109 Section 9.24 Waiver 137 EXHIBIT A — Notice of Right to Trial by Jury 110 Schedules Schedule 2.1 Commitments and Pro Rata Shares Schedule 9.2 Administrative Agent’s Office, Certain Addresses for Notices Exhibits Exhibit A-1 Form Payment Request EXHIBIT B — Notice of Committed Loan Borrowing EXHIBIT C — Notice Exhibit A-2 Form of Swing Line Loan Notice Exhibit Continuation/Conversion EXHIBIT D-1 — Term A Note EXHIBIT D-2 — U.S. Term B Form of Note Exhibit C [Reserved] Exhibit D Form of EXHIBIT D-3 — Euro Term B Note EXHIBIT D-4 — Revolving Note EXHIBIT E — Solvency Certificate EXHIBIT F — Compliance Certificate EXHIBIT G — Assignment and Assumption 364 DAY CREDIT AGREEMENT THIS 364 DAY CREDIT AGREEMENT (this “Agreement”) dated EXHIBIT H-1 — Form of Trademark Security Agreement EXHIBIT H-2 — Form of Patent Security Agreement EXHIBIT H-3 — Form of Copyright Security Agreement EXHIBIT I — Form of Security Agreement EXHIBIT J — Form of Guaranty EXHIBIT K — Escrow Agreement EXHIBIT L — U.S. Tax Compliance Certificate EXHIBIT M — Form of Global Intercompany Note SCHEDULE 1 — Term Loan Commitments and Revolving Credit Commitments as of November 18the Closing Date SCHEDULE 2.3 — Existing Letters of Credit SCHEDULE 5.5 — Litigation SCHEDULE 5.10 — Subsidiaries SCHEDULE 5.17 — Capitalization SCHEDULE 6.11 — Transactions with Affiliates SCHEDULE 6.14 — Indebtedness SCHEDULE 6.15 — Liens SCHEDULE 6.17 — Investments SCHEDULE 6.24 — Certain Post-Closing Obligations LOAN AGREEMENT This Loan Agreement is entered into as of April 29, 2022 is made 2016, by and among TOYOTA MOTOR CREDIT WESTERN DIGITAL CORPORATION, a California Delaware corporation (the “TMCCBorrower”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada (“TCCI”), TOYOTA KREDITBANK GMBH, a corporation organized under the laws of Germany (“TKG”), TOYOTA FINANCE AUSTRALIA LIMITED, ABN 48 002 435 181, a corporation incorporated under the laws of the Commonwealth of Australia (“TFA” and, together with TMCC, TMFNL, TFSUK, TCPR, TCCI and TKG, the “Borrowers”), each lender various institutions from time to time party hereto to this Agreement, as Lenders, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (collectivelyin such capacities, the “LendersAdministrative Agent” and, individually, a or “LenderCollateral Agent”), BNP PARIBAS, as Administrative Agent, Swing Line Agent and Swing Line Lender, BNP PARIBAS SECURITIES CORP. (“BNPP Securities”), BOFA SECURITIES, INC. (“BofA Securities”), CITIBANK, N.A. (“Citibank”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and MUFG BANK, LTD. (“MUFG”), as Joint Lead Arrangers and Joint Book Managers, Citibank, BANK OF AMERICA, N.A. (“BofA”) and JPMorgan, as Swing Line Lenders, and Citibank, BofA, JPMorgan and MUFG, as Syndication Agents.
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