Borrower and Guarantor. (a) You cannot assign or transfer any of your rights or obligations under this Agreement without our prior written consent.
(b) The Guarantor cannot assign or transfer any of his or her (or its) rights or obligations under this Agreement without our prior written consent.
12.1 If there are multiple Borrowers or Guarantors:
(a) If there is more than one Borrower, each Borrower has joint and several liability. (That means we can sue all Borrowers together, or any Borrower by itself, for the full amount owed to us.)
(b) If there is more than one Guarantor, each Guarantor has joint and several liability. (That means we can sue all Guarantors together, or any Guarantor by itself, for the full amount owed to us.)
(c) Any security under this Agreement is given in the relevant Goods regardless of whether those Goods are held by you individually or jointly with any other person. (That means that we can take and sell the Goods under this Agreement, even where you are not the only owner of the Goods).
Borrower and Guarantor. (a) You cannot assign or transfer any of your rights or obligations under this Agreement without our prior written consent.
(b) The Guarantor cannot assign or transfer any of his or her (or its) rights or obligations under this Agreement without our prior written consent.
12.1 If there are multiple Borrowers or Guarantors
(a) If there is more than one Borrower, each Borrower has joint and several liability. That means we can sue all Borrowers together, or any Borrower by itself, for the full amount owed to us.
(b) If there is more than one Guarantor, each Guarantor has joint and several liability. That means we can sue all Guarantors together, or any Guarantor by itself, for the full amount owed to us.
Borrower and Guarantor. (a) You cannot assign or transfer any of your rights or obligations under a Loan Document without our prior written consent.
(b) The Guarantor cannot assign or transfer any of his or her (or its) rights or obligations under a Loan Document without our prior written consent.
10.1 If there are multiple Borrowers or Guarantors
(a) If there is more than one Borrower, each Borrower has joint and several liability.
(b) If there is more than one Guarantor, each Guarantor has joint and several liability.
10.2 Changes to this Agreement
(a) No change to this Agreement will be effective unless the change is made in writing and is signed by us and you (and, in the case of a change to clause 7 or this clause 10.2, the Guarantor (if there is a Guarantor)), except for the changes listed in sub-paragraph (b) below.
(b) The following changes will be effective on the date we tell you they are effective (although we will give you as much prior notice as we reasonably can in the particular circumstances):
(i) Changes to comply with law: We can make any changes to the Agreement that we reasonably believe are sensible or necessary to make in order to comply with the law, including statutes, directives, case law or official guidance.
(ii) Changes to fees you must pay: We can change any of the fees you have to pay us or introduce new fees. All changes and new fees must be reasonable and may only be introduced to reimburse a cost we incur or a loss we sustain that has a close and relevant connection with the Loan.
(iii) Changes to Annual Interest Rate and Default Interest Rate: We can change the relevant Annual Interest Rate or Default Interest Rate at any time. However, if we have agreed that the relevant Annual Interest Rate is fixed for a period – we call the rate a "fixed rate" and the period a "fixed rate period" - then we promise that we will not change that fixed rate during the fixed rate period. At the end of the fixed rate period, unless we otherwise agree, the relevant Annual Interest Rate will revert to the current standard variable rate.
Borrower and Guarantor. (a) The Borrower and the Guarantor hereby confirm and repeat each of the representations and warranties made by it in clause 16.1 (except for paragraph 16.1(e)), 16.2 (except for paragraphs (c), (d), (e) and (f)) and 16.3 of the Facility Agreement (as varied by this deed) with reference to the facts and circumstances subsisting as at the date of this deed.
(b) The Borrower and the Guarantor hereby represent and warrant in respect of itself only to each of the Agent and the Banks that no event has occurred which constitutes an Event of Default or a Potential Event of Default other than those events which have already been disclosed to the Agent in writing prior to the date of this deed.
Borrower and Guarantor. AGREE THAT ANY ACTION TO ENFORCE BORROWER’S OR GUARANTOR’S OBLIGATIONS TO CRESTMARK SHALL BE PROSECUTED EITHER IN THE CIRCUIT COURT OF OAKLAND COUNTY MICHIGAN OR THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF MICHIGAN (UNLESS CRESTMARK, IN ITS SOLE DISCRETION, ELECTS SOME OTHER JURISDICTION), AND BORROWER AND GUARANTOR SUBMIT TO THE JURISDICTION OF ANY SUCH COURT SELECTED BY CRESTMARK. BORROWER AND GUARANTOR WAIVE ANY AND ALL RIGHTS TO CONTEST THE JURISDICTION AND VENUE OF ANY ACTION BROUGHT IN THIS MATTER AND BORROWER AND GUARANTOR MAY BRING ANY ACTION AGAINST CRESTMARK ONLY IN THE CIRCUIT COURT FOR THE COUNTY OF OAKLAND OR THE FEDERAL COURT OR THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF MICHIGAN.
Borrower and Guarantor. (a) Certified copies of the constitutional documents of the relevant company;
(b) Certificate of Incorporation, extract from the relevant Company Registry and/or updated Certificate of Good Standing;
(c) A certified copy of a resolution of the board of directors, and if required by the Agent shareholders resolutions, of the relevant company:
(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;
(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and
(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.
(d) A copy of the passports of any Director of the relevant company and of each other person signing any Finance Documents, and specimen of the signature of such persons if not evidenced by the passport copy;
(e) An original Power of Attorney (notarised and legalised if requested by the Agent);
(f) Evidence of the shareholder structure of the Borrower and the 10 largest shareholders of the Guarantor based on latest publicly available filings; and
(g) A certificate of an authorised signatory of the relevant company setting out the name of the Directors of the relevant Obligor certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.
Borrower and Guarantor. EURONET WORLDWIDE, INC., as a Borrower and Guarantor By: Name: Title: ADMINISTRATIVE AGENT: as Administrative Agent By: Name: Title: LENDERS: as L/C Issuer, USD Swingline Lender, Alternative Currency Swingline Lender and as a Lender By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: Bank of America, N.A. $ 190,000,000.00 11.275964392 % $ 500,000,000 - - Xxxxx Fargo Bank, National Association $ 190,000,000.00 11.275964392 % - - - U.S. Bank National Association $ 190,000,000.00 11.275964392 % - - - Fifth Third Bank, National Association $ 190,000,000.00 11.275964392 % - - - HSBC Bank USA, National Association $ 150,000,000.00 8.902077151 % - - - KeyBank National Association $ 150,000,000.00 8.902077151 % - - Royal Bank of Canada $ 150,000,000.00 8.000000000 % - - Industrial and Commercial Bank of China Limited, New York Branch - - - $ 125,000,000.00 58.139534884 % Barclays Bank PLC $ 100,000,000.00 5.934718101 % - - - Bank of Montreal $ 100,000,000.00 5.000000000 % - - - Lloyds Bank Corporate Markets plc $ 100,000,000.00 5.934718101 % - - - State Bank of India, New York - - $ 90,000,000.00 41.860465116 % BOK Financial $ 75,000,000.00 4.451038576 % - - - KBC Bank N.V., New York Branch $ 50,000,000.00 2.967359050 % - - Societe Generale $ 50,000,000.00 2.967359050 % - - TOTAL: $ 1,685,000,000.00 100.000000000 % $ 500,000,000 $ 215,000,000.00 100.000000000 % Australian Dollar (AUD) BBSY 365 British Pound Sterling (GBP) XXXXX 365 Canadian Dollar (CAD) Term XXXXX or Daily Simple XXXXX 365 Danish Krone (DKK) CIBOR 360 Euro (EUR) Euribor 360 Hong Kong Dollar (HKD) HIBOR 365 Japanese Xxx (XXX) XXXXX, XXXXX or XXXX 365 Mexican Peso (MXN) TIIE 360 New Zealand Dollar (NZD) BKBM 365 Norwegian Krone (NOK) NIBOR 360 Singapore Dollar (SGD) SORA 365 South African Rand (ZAR) JIBAR 365 Swedish Krona (SEK) XXXXXX 360 Swiss Franc (CHF) SARON 360 * Use of a 360-day year results in more fees or interest, as applicable, being paid than if computed on a 365-day year. Bank of America Euronet Worldwide, Inc. Citibank Europe plc 3062412 12/10/24 EUR 70,000 73,930.50 Bank of America E-Pay Australia Pty Optus Mobile Pty Ltd 3095918 9/25/25 AUD 7,000,000 4,560,150.00 Bank of America Continental Exchange Solutions, Inc. Financiera Familiar 3097392 10/21/25 USD 200,000 200,000.00 Bank of Am...
Borrower and Guarantor. (a) Certified copies of the articles of association and bylaws of the relevant company.
(b) Certificate of Incorporation, extract from the relevant Company Registry and/or updated Certificate of Good Standing;
(c) A certified copy of a resolution of the board of directors of the relevant company, and if required by the Agent shareholders resolutions of the Guarantor:
(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;
(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and
(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.
(d) A copy of the passports of any Director of the relevant company and of each other person signing any Finance Documents, and specimen of the signature of such persons if not evidenced by the passport copy;
(e) An original power of attorney (notarised and legalised if requested by the Agent);
(f) Evidence of the shareholder structure of the Borrower and the 10 largest shareholders of the Guarantor based on latest publicly available filings; and
(g) Any shareholders’ agreements.
Borrower and Guarantor. A copy of the constitutional documents of the Borrower and the Guarantor.
Borrower and Guarantor. ALSO ACKNOWLEDGE THAT IN REVIEWING AND EXECUTING THIS FIRST AMENDMENT THEY HAVE BEEN REPRESENTED BY COUNSEL OF THEIR CHOICE AND THAT THEY HAVE READ AND UNDERSTOOD AND/OR HAS HAD EXPLAINED TO THEM THE SIGNIFICANCE OF ALL OF THE MATTERS SET FORTH HEREIN AND AGREE TO BE BOUND BY THIS FIRST AMENDMENT IN ALL RESPECTS. FURTHER, BORROWER AND GUARANTOR CONFIRM THAT IN DELIVERING THIS FIRST AMENDMENT TO THE LENDER, THEY ARE NOT RELYING ON ANY PROMISE, COMMITMENT, REPRESENTATION OR UNDERSTANDING, EITHER EXPRESS OR IMPLIED, MADE BY OR ON BEHALF OF THE LENDER, NOT EXPRESSLY SET FORTH HEREIN, OR IN THE LOAN AGREEMENT.
