Administrative Agent and its Affiliates The Administrative Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any other Lender and may exercise or refrain from exercising such rights and power as though it were not the Administrative Agent, and the Administrative Agent and its affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Affiliate of the Borrower as if it were not the Administrative Agent under the Loan Documents. The term “Lender” as used herein and in all other Loan Documents, unless the context otherwise clearly requires, includes the Administrative Agent in its capacity as a Lender (if applicable).
Replacement of the Issuing Lender The Issuing Lender may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Lender and the successor Issuing Lender. The Administrative Agent shall notify the Revolving Lenders of any such replacement of the Issuing Lender. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Lender pursuant to Section 2.10(b). From and after the effective date of any such replacement, (i) the successor Issuing Lender shall have all the rights and obligations of the replaced Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of an Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.
Administrative Agent and Affiliates The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Restricted Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.
Commitment of the Lenders (a) Each Lender, severally and not jointly with any other Lender, agrees, upon the terms and subject to the conditions herein set forth, to make Credit Extensions to or for the benefit of the Borrowers, on a revolving basis, subject in each case to the following limitations:
LENDERS KeyBank, the other lending institutions which are party hereto and any other Person which becomes an assignee of any rights of a Lender pursuant to §18 (but not including any participant as described in §18). The Issuing Lender shall be a Lender, as applicable. The Swing Loan Lender shall be a Lender.
Administrative Agent as Lender The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.
BANK OF AMERICA, N A., as Initial Note A-1-1 Holder By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director BANK OF AMERICA, N.A., as Initial Note A-1-2 Holder By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director BANK OF AMERICA, N.A., as Initial Note A-1-3 Holder By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director Xxxxxxx Portfolio Agreement Between Note Holders UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK, as Initial Note A-2-1 Holder By: /s/ Xxxxxxx A.C. Small Name: Xxxxxxx A.C. Small Title: Executive Director By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK, as Initial Note A-2-2 Holder By: /s/ Xxxxxxx A.C. Small Name: Xxxxxxx A.C. Small Title: Executive Director By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK, as Initial Note A-2-3 Holder By: /s/ Xxxxxxx A.C. Small Name: Xxxxxxx A.C. Small Title: Executive Director By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director Xxxxxxx Portfolio Agreement Between Note Holders UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK, as Initial Note A-2-4 Holder By: /s/ Xxxxxxx A.C. Small Name: Xxxxxxx A.C. Small Title: Executive Director By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK, as Initial Note A-2-5 Holder By: /s/ Xxxxxxx A.C. Small Name: Xxxxxxx A.C. Small Title: Executive Director By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK, as Initial Note A-2-6 Holder By: /s/ Xxxxxxx A.C. Small Name: Xxxxxxx A.C. Small Title: Executive Director By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director Xxxxxxx Portfolio Agreement Between Note Holders KEYBANK NATIONAL ASSOCIATION, as Initial Note A-3 Holder By: /s/ Xxx X. XxXxx Name: Xxx X. XxXxx Title: Senior Vice President Xxxxxxx Portfolio Agreement Between Note Holders EXHIBIT A MORTGAGE LOAN SCHEDULE Description of Mortgage Loan Mortgage Loan Borrower(s): The GC Net Lease (Phoenix Deer Valley) Investors, LLC, a Delaware limited liability company XX Xxxxxxx Xxxxxxxxx, LLC, a Delaware limited liability company The GC Net Lease (Atlanta Perimeter) Investors, LLC, a Delaware limited liability company The GC Net Lease (Oak Brook) Investors, LLC, a Delaware limited liability company The GC Net Lease (Charlotte Research) Investors, L.P. , a Delaware limited partnership The GC Net Lease (West Xxxxxxx) Investors, LLC, a Delaware limited liability company The GC Net Lease (Frisco) Investors, LLC, a Delaware limited liability company The GC Net Lease (Irving) Investors, LLC , a Delaware limited liability company The GC Net Lease (Xxxxxx Xxxxxxxxx) Investors, LLC, a Delaware limited liability company The GC Net Lease (Lynnwood I) Investors, LLC, a Delaware limited liability company Date of Mortgage Loan: September 29, 2017 Date of the Notes: September 29, 2017 Aggregate Original Principal Amount of Mortgage Loan: $375,000,000 Original Principal Amount of each Note: As set forth in table below. Location of Mortgaged Properties: As set forth in table below. Maturity Date: October 1, 2027 Original Principal Amounts of each Note Note Original Principal Amount Applicable Lender “Note A-1-1” $ 100,000,000.00 BANA “Note A-1-2” $ 96,250,000.00 BANA “Note A-1-3” $ 10,000,000.00 BANA “Note A-2-1” $ 35,000,000.00 UBS “Note A-2-2” $ 30,000,000.00 UBS “Note A-2-3” $ 25,000,000.00 UBS “Note A-2-4” $ 20,000,000.00 UBS “Note A-2-5” $ 15,000,000.00 UBS “Note A-2-6” $ 6,250,000.00 UBS “Note A-3” $ 37,500,000.00 KeyBank Locations of Mortgaged Properties Borrower Property Address ST County The GC Net Lease (Phoenix Deer Valley) Investors, LLC 25500 & 00000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx, XX AZ Maricopa XX Xxxxxxx Xxxxxxxxx, LLC 000 Xxxxxx Xxxx, Patterson, CA CA Stanislaus The GC Net Lease (Atlanta Perimeter) Investors, LLC 00 Xxxxxxxxx Xxxxxx Xxxx, XxXxxx, XX GA DeKalb 00 Xxxxxxxxx Xxxxxx Xxxx, XxXxxx, XX The GC Net Lease (Oak Brook) Investors, LLC 0000-0000 Xxxxxxxxxx Xxxxx, Xxx Xxxxx, XX IL DuPage The GC Net Lease (Charlotte Research) Investors, L.P. 0000 Xxxxxxxx Xxxxx, Xxxxxxxxx, XX NC Mecklenburg The GC Net Lease (West Xxxxxxx) Investors, LLC 6380 & 0000 Xxxxxxxx Xxx, Xxxx Xxxxxxx, OH OH Xxxxxx The GC Net Lease (Frisco Parkwood) Investors, LLC 0000 Xxxxxx Xxxxxxx, Frisco, TX TX Collin The GC Net Lease (Irving) Investors, LLC 000 Xxxxxx Xxxxx Xxxx, Xxxxxx, XX TX Dallas The GC Net Lease (Xxxxxx Xxxxxxxxx) Investors, LLC 0000 X Xxxx Xxxxxxxxx Fwy, Irving, TX TX Dallas The GC Net Lease (Lynnwood I) Investors, LLC 00000 00xx Xxx X, Xxxxxxxx, XX XX Snohomish EXHIBIT B
Wachovia Wachovia Mortgage Corporation, a North Carolina corporation, and its successors and assigns.
Agent the Lender Group 87 16.1. Appointment and Authorization of Agent........................................................87 16.2.
Additional Credit Parties Upon (i) any Credit Party creating or acquiring any Subsidiary that is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly (but in any event within 45 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including Joinder Agreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order to have such Wholly Owned Restricted Subsidiary become a Guarantor and (B)(I) execute and deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant to the Security Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement and all other Property (limited, in the case of any first-tier Foreign Subsidiary or CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof with respect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commercially reasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted by such Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable; provided, further, that, solely with respect of the Xxxx Las Vegas Entities (including the Xxxx Las Vegas Pledge), the requirements of subclause (B) above shall be subject to the limitations in any then outstanding Xxxx Las Vegas Notes (provided, however, that (i) with respect to the Xxxx Las Vegas Entities, the Borrower shall comply with the requirements of subclause (B) above to the maximum extent permitted by any then outstanding Xxxx Las Vegas Notes, including, without limitation, Section 4.09 of the indenture governing the Xxxx Las Vegas 2023 Notes and (ii) in connection with the Borrower’s compliance with clause (i) of this proviso, (x) the Borrower and the Administrative Agent shall amend or otherwise modify, without the consent of any other party, the Security Documents to the extent necessary to effectuate such compliance) and (y) the Administrative Agent shall enter into such intercreditor agreements (in forms reasonably satisfactory to the Adminsitrative Agent) with respect to the Xxxx Las Vegas Pledge with the holders of the Xxxx Las Vegas Notes to the extent necessary to effectuate such complaince. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties. Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of the applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a result of such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/or Guarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC).
