Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior Vice President, Secretary & Counsel USAA Investment Management Company EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "ASSIGNMENT AND ASSUMPTION") is dated as of the Effective Date set forth below and is entered into by and between ______________ ("ASSIGNOR") and ______________("ASSIGNEE"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement dated as of January 8, 2004 (as amended, modified, or extended, the "CREDIT AGREEMENT"), among USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust (not in their respective individual capacities, but on behalf of and for the benefit of the series of Funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement), the Lenders from time to time party thereto, State Street Bank and Trust Company, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of which is hereby acknowledged by Assignee. The Standard Terms and Conditions set forth in ANNEX 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by Administrative Agent as contemplated below (i) all of Assignor's rights and obligations as a Lender under the Credit Agreement and the other Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documents, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action, and any other right of Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims, and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to CLAUSE (I) above (the rights and obligations sold and assigned pursuant to CLAUSES (I) and (II) above, collectively, the "ASSIGNED Interest"). Such sale and assignment is without recourse to Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by Assignor. ================================================================================ 1 ASSIGNOR: -------------------------------------------------------------------------------- 3 BORROWERS USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust [any new Investment Company] (not in their individual capacities but on behalf of and for the benefit of the series of funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement) -------------------------------------------------------------------------------- 4 ADMINISTRATIVE AGENT Bank of America, N.A., as the Administrative Agent under the Credit Agreement -------------------------------------------------------------------------------- 5 EFFECTIVE DATE2 -------------------------------------------------------------------------------- 1 Must be Eligible Assignee, as defined in the Credit Agreement.
Appears in 4 contracts
Samples: Credit Agreement (Usaa Investment Trust), Credit Agreement (Usaa Mutual Fund Inc), Credit Agreement (Usaa Tax Exempt Fund Inc)
Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior Vice PresidentBxxx Xxxxx *Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment. [Insert Address] Re: Option and Lease Agreement (as amended and assigned from time to time, Secretary & Counsel USAA Investment Management Company EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "ASSIGNMENT AND ASSUMPTION"collectively, the “Ground Lease”) is dated as of the Effective Date set forth below and is entered into by and between [______________ ("ASSIGNOR") ] by and between [_________] (“Landlord”) and CIG Comp Tower, LLC (“Tenant”), successor in interest to Communications Infrastructure Group, LLC, successor in interest to [_____("ASSIGNEE"). Capitalized terms used but not defined herein shall have the meanings given ____] with respect to them that certain real property located at [_________] Dear [_________] : The Ground Lease and Tenant's interest in the Credit Agreement dated Property and all rights and proceeds relating thereto are collectively referred to as of January 8the “Leasehold Estate”. Landlord understands that Macquarie Bank Limited, 2004 (as amendedadministrative agent, modified, or extended, the "CREDIT AGREEMENT"), among USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust (not in their respective individual capacities, but on behalf of itself and for one or more other lenders (collectively, including their successors and assigns, “Lender”) proposes to make a loan (the benefit of the series of Funds comprising each such Investment Company as listed “Loan”) to Tenant secured by a lien on SCHEDULE 2 to the Credit Agreement), the Lenders from time to time party thereto, State Street Bank and Trust Company, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt security interest in all of a copy of which is hereby acknowledged by Assignee. The Standard Terms Tenant's assets and Conditions set forth in ANNEX 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and in accordance with personal property located on the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by Administrative Agent as contemplated below (i) all of Assignor's rights and obligations as a Lender under the Credit Agreement and the other Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documents, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action, and any other right of Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any of the foregoingProperty, including, but not limited to, contract claimsall accounts receivable, tort claimsinventory, malpractice claimsgoods, statutory claimsmachinery, and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to CLAUSE equipment owned by Tenant (I) above (the rights and obligations sold and assigned pursuant to CLAUSES (I) and (II) above, collectively, the "ASSIGNED Interest"). Such sale “Personal Property”) and a leasehold mortgage on and assignment of the Leasehold Estate of Tenant under the Ground Lease as collateral security for the repayment of the Loan. The Lender is without recourse requiring as a condition precedent to Assignor and, except as expressly provided in making the Loan that the Landlord provide this Assignment and Assumption, without representation or warranty by Assignor. ================================================================================ 1 ASSIGNOR: -------------------------------------------------------------------------------- 3 BORROWERS USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust [any new Investment Company] (not in their individual capacities but on behalf of and letter for the benefit of Tenant and Lender, each of whom will be relying on this letter in connection with the series Loan. In connection with the foregoing, Landlord does hereby certify to Tenant, [_________] and the Lender effective as of funds comprising each such Investment Company the date written above as listed on SCHEDULE 2 to the Credit Agreement) -------------------------------------------------------------------------------- 4 ADMINISTRATIVE AGENT Bank of America, N.A., as the Administrative Agent under the Credit Agreement -------------------------------------------------------------------------------- 5 EFFECTIVE DATE2 -------------------------------------------------------------------------------- 1 Must be Eligible Assignee, as defined in the Credit Agreement.follows:
Appears in 2 contracts
Samples: Credit Agreement (Cig Wireless Corp.), Credit Agreement (Cig Wireless Corp.)
Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior Vice President[Name] SCHEDULE A Key Corporate Capital Inc., Secretary as Administrative Agent West Greenwich Technology Associates, L.P. Dechert, Price & Counsel USAA Investment Management Company Rhoads Post Office Square Funding Inc. The Xxxx xx Xxxx Scotia Crxxxx Xyonnais New York Branch EXHIBIT E C [Form of Authority and Enforceability Opinion-Omitted] EXHIBIT D FORM OF ASSIGNMENT FUNDING REQUEST FROM: GTECH CORPORATION TO: KEY CORPORATE CAPITAL INC., AS ADMINISTRATIVE AGENT, EACH LENDER AND ASSUMPTION This Assignment and Assumption (this "ASSIGNMENT AND ASSUMPTION") is THE GENERAL PARTNER RE: REQUEST FOR FUNDING Capitalized terms used herein without definition have the meanings set forth in Appendix A to the Participation Agreement, dated as of the Effective Date set forth below and is entered into by and between December ______________ ("ASSIGNOR") and ______________("ASSIGNEE"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement dated as of January 8, 2004 2001 (as amended, modified, amended or extendedsupplemented, the "CREDIT AGREEMENTParticipation Agreement"), among USAA Mutual FundGTECH Corporation, as Lessee ("Lessee"), West Greenwich Technology Associates, L.P., as Lessor ("Lessor") and Key Corporate Capital Inc., USAA Investment Trustas Administrative Agent (Administrative Agent"), USAA Tax Exempt Fundfor each of the Lenders now or hereafter party to the Loan Agreement (the "Lenders"), and Post Office Square Funding Inc., as general partner of the Lessor ("General Partner"). Pursuant to Section 3.1(a)(xvi) of the Participation Agreement, the undersigned hereby requests a funding in immediately available funds of the Capital Contribution and USAA State Tax-Free Trust (not the Loans in their respective individual capacities, but on behalf an aggregate amount equal to $ _. Such requested funding consists of the Capital Contribution in an amount equal to $1,300,000 and of Loans in an aggregate amount equal to $30,000,000. The undersigned hereby certifies to the Lenders and Lessor that: The proceeds of the Funding to be made pursuant to this Request will be used solely for the benefit of the series of Funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement), the Lenders from time to time party thereto, State Street Bank and Trust Company, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of which is hereby acknowledged by Assignee. The Standard Terms and Conditions purposes set forth in ANNEX 1 attached hereto are hereby agreed to the Participation Agreement. The Lessee represents and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by Administrative Agent as contemplated below warrants that (i) all no Lease Event of Assignor's rights and obligations as a Lender under the Credit Agreement and the other Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan DocumentsDefault or Lease Default exists, and (ii) the representations made by it under Section 4.1 of the Participation Agreement are true and correct in all material respects as though made on and as of this date. All conditions for Funding set forth in Sections 2.2 and 3.1 of the Participation Agreement have been satisfied. The date for funding requested under this Request is December _, 2001 which date is at least three (3) Business Days from the date of this Request. Upon acceptance of this Request, the funding of the related Loan and Capital Contribution should be directed to the extent permitted to be assigned under applicable law, all claims, suits, causes of action, and any other right of Assignor (account set forth in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Escrow Agreement, any other Loan Documentdated as of December _, any other documents or instruments delivered 2001, among Lessor and Administrative Agent, Commonwealth Land Title Insurance Corporation, as escrow agent in accordance with Section 2.2(e) thereof. This Request is being submitted to induce the Lenders to make their Loans and General Partner to make its Capital Contribution pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims, and all other claims at law or in equity related to the rights Participation Agreement and obligations sold it is intended that the Lenders and assigned pursuant to CLAUSE (I) above (General Partner shall rely upon the rights and obligations sold and assigned pursuant to CLAUSES (I) and (II) above, collectively, the "ASSIGNED Interest"). Such sale and assignment is without recourse to Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by Assignor. ================================================================================ 1 ASSIGNOR: -------------------------------------------------------------------------------- 3 BORROWERS USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust [any new Investment Company] (not in their individual capacities but on behalf of and for the benefit of the series of funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement) -------------------------------------------------------------------------------- 4 ADMINISTRATIVE AGENT Bank of America, N.A., as the Administrative Agent under the Credit Agreement -------------------------------------------------------------------------------- 5 EFFECTIVE DATE2 -------------------------------------------------------------------------------- 1 Must be Eligible Assignee, as defined in the Credit Agreementsame.
Appears in 1 contract
Sincerely,. S/ MARK Jan S. HOWARD -------------------------------------- Mark S. Howard Senior Beck ADT, Inc. Vice President, Secretary & President and General Counsel USAA Investment Management Company EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "ASSIGNMENT AND ASSUMPTION") is dated as of the Effective Date set forth below and is entered into by and between [ADT LOGO] VIA FEDERAL EXPRESS ______________ ("ASSIGNOR") and ______________("ASSIGNEE"). Capitalized terms used but not defined herein shall have , 1997 Each of the meanings given Lenders party from time to them in time to the Credit Agreement referred to below The Bank of Nova Scotia, as Agent for the Lenders One Liberty Plaza New York, New York 10006 Ladies and Gentlemen: Xxxx xxxxxx xx xxxxx xxxxvered to you pursuant to clause (d) of Section 6.1.9 of the US$200,000,000 Credit Agreement, dated as of January 89, 2004 1997 (as amended, modified, or extended, the "CREDIT AGREEMENTCredit Agreement"), among USAA Mutual FundADT Operations, Inc., USAA Investment Trusta Delaware corporation (the "Borrower"), USAA Tax Exempt Fundthe various financial institutions as are or may become parties thereto (collectively, Inc.the "Lenders") and The Bank of Nova Scotia, individually and USAA State Tax-Free Trust as agent (not in their respective individual capacities, but on behalf of and the "Agent") for the benefit of Lenders. Unless otherwise defined herein or the series of Funds comprising each such Investment Company as listed on SCHEDULE 2 to context otherwise requires, capitalized terms used herein have the meanings provided in the Credit Agreement. I have acted as general counsel to ADT Group plc, a company organized under the laws of England ("ADT Group plc"), and ADT Security Services, Inc. (formerly known as ADT Security Systems, Inc.), a Delaware corporation (together with ADT Group plc, the Lenders "Subject Companies"), in connection with the Subordination Agreement, dated as of January 9, 1997 (the "Subordination Agreement"), made by the Subject Companies in favor of the holders from time to time party thereto, State Street Bank and Trust Company, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of which is hereby acknowledged by Assignee. The Standard Terms and Conditions set forth in ANNEX 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by Administrative Agent as contemplated below Senior Indebtedness (i) all of Assignor's rights and obligations as a Lender under the Credit Agreement and the other Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documents, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action, and any other right of Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims, and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to CLAUSE (I) above (the rights and obligations sold and assigned pursuant to CLAUSES (I) and (II) above, collectively, the "ASSIGNED Interest"). Such sale and assignment is without recourse to Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by Assignor. ================================================================================ 1 ASSIGNOR: -------------------------------------------------------------------------------- 3 BORROWERS USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust [any new Investment Company] (not in their individual capacities but on behalf of and for the benefit of the series of funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement) -------------------------------------------------------------------------------- 4 ADMINISTRATIVE AGENT Bank of America, N.A., as the Administrative Agent under the Credit Agreement -------------------------------------------------------------------------------- 5 EFFECTIVE DATE2 -------------------------------------------------------------------------------- 1 Must be Eligible Assignee, as defined in the Credit Subordination Agreement.), and, in that regard, I have examined originals, or certified or photostatic copies, of such documents, corporate records, certitudes of public officials and other instruments as I have deemed necessary for purposes of this letter, including, without limitation, the Subordination Agreement. In my examination of the Subordination Agreement, I have assumed the authenticity of all its documents submitted to me as originals, the genuineness of all signatures, the conformity to original documents submitted to me as certified copies of photocopies and the authenticity of the originals of such letter documents. Based upon the foregoing examination of documents and assumptions and upon such other investigation as I have deemed necessary, I am of the opinion that:
Appears in 1 contract
Samples: Credit Agreement (Adt Limited)
Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior For and on behalf of Xxxxxxxx Advertising Limited Authorised Signatory Name: Xxxxxx Xxxxx Designation: Assistant Vice PresidentPresident JM Financial Limited 0xx Xxxxx, Secretary & Counsel USAA Investment Management Xxxxxx Xxxxxxxxx Xxxxxxx Marg Prabhadevi, Mumbai 400 025 Maharashtra, India (referred to as the “Lead Manager”) The Company EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION This Assignment is proposing to undertake an issue of fully paid-up equity shares of face value of ₹ 4 each (the “Equity Shares”), by way of rights issue, for an amount aggregating up to ₹ 450 crores (the “Issue” and Assumption such Equity Shares, the “Rights Equity Shares”), in compliance with applicable provisions of the Securities and Exchange Board of India (this "ASSIGNMENT AND ASSUMPTION"Issue of Capital and Disclosure Requirements) is dated Regulations, 2018, as amended (“SEBI ICDR Regulations”), the Companies Act, 2013, as amended, together with the rules and notifications issued thereunder (“Companies Act”) and other Applicable Laws to: (i) existing holders of the Equity Shares as of the Effective Date set forth below and is entered into record date to be determined by and between ______________ the Company ("ASSIGNOR") and ______________("ASSIGNEE"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement dated as of January 8, 2004 (as amended, modified, or extended, the "CREDIT AGREEMENTRecord Date” and such holders of Equity Shares, "Eligible Equity Shareholders”), among USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust (not in their respective individual capacities, but on behalf of and for the benefit of the series of Funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement), the Lenders from time to time party thereto, State Street Bank and Trust Company, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of which is hereby acknowledged by Assignee. The Standard Terms and Conditions set forth in ANNEX 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by Administrative Agent as contemplated below (i) all of Assignor's rights and obligations as a Lender under the Credit Agreement and the other Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documents, ; and (ii) persons, if any, in whose favour such Eligible Equity Shareholders may renounce their right to receive Rights Equity Shares in the Issue. The Company has appointed JM Financial Limited (“Lead Manager”) to manage the Issue at such terms and conditions as may be decided by the Company, in consultation with the Lead Manager (as defined hereinafter). For the avoidance of doubt, the Lead Manager will not make any offers or sales of the Rights Entitlement, Rights Equity Shares or any other security with respect to the extent permitted Issue within the United States. The service provider has entered into a service provider agreement (“Agreement”) dated June 9, 2023 with the Company in relation to a public relations programme with respect to the Issue in compliance with the SEBI ICDR Regulations, and to provide advertising, public relations and media services in compliance with the provisions of the SEBI ICDR Regulations, other Applicable Laws and the Publicity Memorandum, and the Service Provider has accepted its appointment as an advertising agency by way of an engagement letter dated May 11, 2023. The Service Provider has read the SEBI ICDR Regulations and other Applicable Laws in relation to its scope of work to be assigned undertaken pursuant to the Agreement and is fully aware of its duties, responsibilities and obligations and the consequences of any default on its part. The Service Provider acknowledges that the Lead Manager may be exposed to liabilities, damages or losses if the Service Provider fails to comply with its duties, responsibilities and obligations under the Agreement and any other legal requirement applicable lawin relation to the Issue. The Service Provider confirms the COVID-19 pandemic has not resulted in any material adverse effect on the Service Provider, and it will duly perform its obligation under the Agreement or this Indemnity Letter. The Service Provider undertakes to the Lead Manages that it shall act with due diligence, care, and skill and within the timelines prescribed while discharging its services and comply with and fulfill its obligations (including towards the Lead Manager) under the Agreement. The Service Provider further represents, warrants and undertakes to the Lead Manager to: (a) fully cooperate and comply with any instructions the Lead Manager may provide in respect of the Issue, (b) ensure compliance with Applicable Laws (including requirements under the SEBI ICDR Regulations and the Companies Act, in relation to Issue Advertisements and Publicity Material prepared by the Service Provider), and (c) comply with the terms and conditions of the Agreement and this Letter of Indemnity. Pursuant to the provisions of the Agreement, and its appointment as an Service Provider, the Service Provider has undertaken to deliver this Letter of Indemnity in favour of the Lead Manages to indemnify and hold harmless the Lead Manager and its Affiliates, directors, management, representatives, employees, advisors, officers, and agents at all times from and against any and all losses, liabilities, claims, demands, damages, judgments, suits, causes awards, actions, costs, penalties, interests and expenses, including attorney’s fees and court costs or other professional fees, losses arising from the difference or fluctuation in exchange rates of actioncurrencies and investigation costs etc. arising out of a breach of the Agency’s obligations, or error or failure to deliver or perform its obligations under the Agreement or this Letter of Indemnity, relating to the delivery of media compliance certificate to the Lead Manager under Schedule IX of the SEBI ICDR Regulations, or any breach or alleged breach of any representation, warranty or undertaking, any provision of law, regulation, or order of any court, regulatory, statutory, judicial, quasi-judicial, and/or administrative authority, or any of the terms and conditions set out in the Agreement, or any delay, failure, gross negligence, wilful default, bad faith, fraud or misconduct, in the performance of the Agency’s duties, obligations and responsibilities or to deliver or perform the services contemplated under the Agreement, applicable law and/or this Letter of Indemnity. The Agency agrees that Xxxxxx XX (Scope of Services of the Service Provider) Xxxxxx XXX (Servicing Team), and Xxxxxx XX (Indemnity) of the Agreement, including obligations of the Agency, are incorporated in this Letter of Indemnity mutatis mutandis. Furthermore, the Company entering into the Agreement with the Agency is sufficient consideration for the Agency to issue this Letter of Indemnity in favour of the Lead Manager. Accordingly, the Agency hereby irrevocably and unconditionally undertakes and agrees, to the Lead Manager that in case of failure, negligence, delay, omission, deficiency, error in compliance or breach or alleged breach of any provision of law, regulation or order of any court or regulatory, statutory, judicial, quasi-judicial, governmental and/or administrative authority or any of the representations, warranties and undertakings, terms and conditions mentioned in the Agreement and/or this Letter of Indemnity including relating to the delivery of required information for providing compliance certificate by the Lead Manager under the SEBI ICDR Regulations by the Agency or fraud, misconduct, willful default, negligence or bad faith, if any, in performing its duties, obligations and responsibilities including in relation to any acts, errors or omissions or failure to perform its duties, obligations and responsibilities under the Agreement or this Letter of Indemnity by the Agency and/or its partners, representatives, officers, directors, employees or other persons acting on its behalf or any of the terms and conditions mentioned in the Agreement and/or this Letter of Indemnity including relating to the delivery of required information for providing compliance certificate by the Lead Manager under the SEBI ICDR Regulations and/or if any information provided by the Agency and/or its officers, directors, employees, partners, representatives, agents or other persons acting on its behalf to the Lead Manager is untrue, incomplete or incorrect in any respect, and/or infringement of any intellectual property rights of any third party or anything done or omitted to be done through the negligence, default or misconduct by the Agency and/or its partners, representatives, officers, directors, employees, agents or other persons acting on its behalf, it shall at its own cost and expense shall absolutely, irrevocably and unconditionally fully indemnify, defend and hold harmless the Lead Manager, its Affiliates, directors, management, representatives, officers, employees, advisors, permitted assigns, successors and agents, any other right person acting on its behalf, and each other person, if controlling the Lead Manager or its Affiliates (collectively, “the Lead Manager’s Indemnified Parties”) at all times from and against all losses, penalties, liabilities, awards, interest, judgments, costs, damages suits, claims, actions, demands, charges and expenses including without limitation, legal fees (including attorney fees and court fees) or other professional fees, losses arising from the difference or fluctuation in exchange rates of Assignor (currencies and investigation costs, and court costs etc. arising out of or in its capacity as a Lender) against any Person, whether known or unknown, arising under relation to or in connection with the Credit Agreementaforesaid events which may be made, any other Loan Document, any other documents incurred or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to commenced against any of the foregoingLead Manager’s Indemnified Parties. The Agency shall further indemnify and refund all costs incurred by each of the Lead Manager’s Indemnified Parties, includingin investigating, but not limited topreparing or defending any investigative, contract claimsadministrative, tort claims, malpractice claims, statutory claims, and all other claims at law judicial or regulatory action or proceeding in equity any jurisdiction related to or arising out of the rights Agency’s services, services, or role in the connection with the Issue, whether or not in connection with pending or threatened litigation to which any of the Lead Manager’s Indemnified Parties is a party and obligations sold and assigned pursuant in responding to CLAUSE (I) above (queries relating to such services from SEBI and/or the rights and obligations sold and assigned pursuant stock exchanges and/or any other statutory, judicial, administrative, quasi-judicial, governmental and/or regulatory authority or a court of law. The maximum aggregate liability of the Agency shall in no event exceed the amount of professional fees paid by the Company to CLAUSES (I) and (II) above, collectively, the "ASSIGNED Interest"). Such sale and assignment is without recourse to Assignor andAgency under the Agreement, except as expressly provided in this Assignment and Assumptionthe event of (i) any criminal liability or any liability arising out of gross negligence, without representation or warranty by Assignor. ================================================================================ 1 ASSIGNOR: -------------------------------------------------------------------------------- 3 BORROWERS USAA Mutual Fund(ii) willful misconduct, Inc.bad faith, USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust [any new Investment Company] (not in their individual capacities but default and/or fraud on behalf of and for the benefit part of the series of funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement) -------------------------------------------------------------------------------- 4 ADMINISTRATIVE AGENT Bank of America, N.A., as the Administrative Agent under the Credit Agreement -------------------------------------------------------------------------------- 5 EFFECTIVE DATE2 -------------------------------------------------------------------------------- 1 Must be Eligible Assignee, as defined in the Credit Agreement.Agency,
Appears in 1 contract
Samples: Ad Agency Agreement
Sincerely,. S/ MARK S. HOWARD BANK USE ONLY Received by: --------------------------- InfoNow Corporation AUTHORIZED SIGNER Date: -------------------------------------- Mark S. Howard Senior Vice President, Secretary & Counsel USAA Investment Management Company --------------------------- SIGNATURE Verified: --------------------------- -------------------------------------- AUTHORIZED SIGNER TITLE Date: Compliance Status: Yes No -------------------------------------- DATE EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION This Assignment LOAN AGREEMENT SUPPLEMENT LOAN AGREEMENT SUPPLEMENT No. [ ] LOAN AGREEMENT SUPPLEMENT No.[ ], dated , 2002 ("Supplement"), to the Loan and Assumption (this "ASSIGNMENT AND ASSUMPTION") is Security Agreement dated as of February___, 2002 (the Effective Date set forth below and is entered into "Loan Agreement) by and between the undersigned ("Borrower"), and Silicon Valley Bank ("Bank"). Capitalized terms used herein but not otherwise defined herein are used with the respective meanings given to such terms in the Loan Agreement. To secure the prompt payment by Borrower of all amounts from time to time outstanding under the Loan Agreement, and the performance by Borrower of all the terms contained in the Loan Agreement, Borrower grants Bank, a first priority security interest in each item of equipment and other property described in Annex A hereto, which equipment and other property shall be deemed to be additional Financed Equipment and Collateral. The Loan Agreement is hereby incorporated by reference herein and is hereby ratified, approved and confirmed. Annex A (Equipment Schedule) and Annex B (Loan Terms Schedule) are attached hereto. The proceeds of the Loan should be transferred to Borrower's account with Bank set forth below: Bank Name: Silicon Valley Bank Account No.: ---------------------------- Borrower hereby certifies that (a) the foregoing information is true and correct and authorizes Bank to endorse in its respective books and records, the Basic Rate applicable to the Funding Date of the Loan contemplated in this Loan Agreement Supplement and the principal amount set forth in the Loan Terms Schedule; (b) the representations and warranties made by Borrower in the Loan Agreement are true and correct on the date hereof and will be true and correct on such Funding Date. No Event of Default has occurred and is continuing under the Loan Agreement. This Supplement may be executed by Borrower and Bank in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. This Supplement is delivered as of this day and year first above written. SILICON VALLEY BANK INFONOW CORPORATION By: By: -------------------------------------- ----------------------------------- Name: Name: -------------------------------------- ----------------------------------- Title: Title: -------------------------------------- ----------------------------------- Annex A - Description of Financed Equipment Annex B - Loan Terms Schedule Annex A to Exhibit E -------------------- The Financed Equipment being financed with the Equipment Advance for which this Loan Agreement Supplement is being executed is listed below. Upon the funding of such Equipment Advance, this schedule automatically shall be deemed to be a part of the Collateral. Description of Equipment: Make Model Serial # Invoice # Xxxxx X xx Xxxxxxx X -------------------- LOAN TERMS SCHEDULE #________ Loan Funding Date: , 2002 -------------- Original Loan Amount: $ -------------- Basic Rate: 9.0% Loan Factor: % -------------- Scheduled Payment Dates and Amounts*: One (1) payment of $_______ due ______________ ______ payments of $_______ due monthly in advance from ____ through ____. One ("ASSIGNOR"1) and payment of $_______ due ______________("ASSIGNEE"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement dated as of January 8_ Maturity Date: -------------- Final Payment: If required, 2004 (as amended, modified, or extended, the "CREDIT AGREEMENT"), among USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust (not in their respective individual capacities, but on behalf of and for the benefit of the series of Funds comprising each such Investment Company as listed on SCHEDULE 2 an additional amount equal to the Credit Agreement)Final Payment Percentage multiplied by the Loan Amount then in effect, shall be paid on the Lenders from time Maturity Date with respect to time party thereto, State Street Bank and Trust Company, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of which is hereby acknowledged by AssigneeLoan. The Standard Terms and Conditions set forth in ANNEX 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in fullPayment No. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by Administrative Agent as contemplated below (i) all of Assignor's rights and obligations as a Lender under the Credit Agreement and the other Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documents, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action, and any other right of Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims, and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to CLAUSE (I) above (the rights and obligations sold and assigned pursuant to CLAUSES (I) and (II) above, collectively, the "ASSIGNED Interest"). Such sale and assignment is without recourse to Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by Assignor. ================================================================================ 1 ASSIGNOR: -------------------------------------------------------------------------------- 3 BORROWERS USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust [any new Investment Company] (not in their individual capacities but on behalf of and for the benefit of the series of funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement) -------------------------------------------------------------------------------- 4 ADMINISTRATIVE AGENT Bank of America, N.A., as the Administrative Agent under the Credit Agreement -------------------------------------------------------------------------------- 5 EFFECTIVE DATE2 -------------------------------------------------------------------------------- 1 Must be Eligible Assignee, as defined in the Credit Agreement.Payment Date
Appears in 1 contract
Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior Vice PresidentXxxxxx Xxxxxx Chairman of the Board Motient Corporation AGREED AND ACCEPTED ------------------------ Xxxxxx X. Xxxxxxx, Secretary & Counsel USAA Investment Management Company Xx. EXHIBIT E FORM OF ASSIGNMENT A WAIVER AND ASSUMPTION RELEASE AGREEMENT This Assignment Waiver and Assumption Release Agreement is in consideration of the severance pay and benefits provided to me by Motient Corporation (this the "ASSIGNMENT AND ASSUMPTIONCompany") is ), in accordance with that certain Agreement, dated as of the Effective Date set forth below and is entered into July 16, 2002, by and between ______________ ("ASSIGNOR") me and ______________("ASSIGNEE"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement Company and providing for a severance payment, as such agreement is modified and amended by that certain letter agreement, dated as of January 8February 10, 2004 (2004, by and between me and the Company. The payments and benefits described above are referred to herein collectively as amended, modified, or extended, the "CREDIT AGREEMENTSeverance Payment." I acknowledge and agree that I would not be entitled to the Severance Payment without entering into this Waiver and Release Agreement, and I voluntarily enter into this Waiver and Release Agreement. I, on my own behalf and on behalf of my heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably release, waive and forever discharge the Company and each of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, owners, members, shareholders, officers, agents, and employees of the Company and its affiliates, parents, successors, predecessors, and subsidiaries (collectively all of the forgoing are referred to as the "Employer"), among USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., from any and USAA State Tax-Free Trust (not in their respective individual capacities, but on behalf of and for the benefit of the series of Funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement), the Lenders from time to time party thereto, State Street Bank and Trust Company, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of which is hereby acknowledged by Assignee. The Standard Terms and Conditions set forth in ANNEX 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by Administrative Agent as contemplated below (i) all of Assignor's rights and obligations as a Lender under the Credit Agreement and the other Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documents, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action, claims and any other right of Assignor (in its capacity as a Lender) against any Persondamages, including attorneys' fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising under through the date of my signing of the Waiver and Release Agreement, concerning my employment or in connection with the Credit Agreementseparation from employment. This release includes, but is not limited to, any claim or entitlement to salary, bonuses, any other Loan Documentpayments, benefits or damages arising under any other documents or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, federal law (including but not limited to, contract claimsTitle VII of the Civil Rights Act of 1964, tort claimsthe Age Discrimination in Employment Act, malpractice claimsthe Employee Retirement Income Security Act of 1974 (namely, statutory claims"ERISA"), the Americans with Disabilities Act, and the Family and Medical Leave Act, each as amended); any claim arising under any state or local ordinances or regulations; and any claim arising under any common law principle or public policy, including but not limited to all other suits in tort or contract, such as, wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding the preceding, this Waiver and Release agreement shall not apply with respect to a claim under ERISA for benefits accrued but not paid under an ERISA Plan. I understand that by signing this Waiver and Release Agreement I am not waiving any claims at law or in equity administrative charges which cannot be waived by law. I am waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission (the "EEOC")) pursue any claim on my behalf arising out of or related to my employment with and/or separation from employment with the rights Employer. I further agree, without any reservation whatsoever, never to sue the Employer or become a party to a lawsuit on the basis of any and obligations sold all claims of any type lawfully and assigned pursuant to CLAUSE validly released in this Waiver and Release Agreement. If I sue in violation of the preceding sentence of this Waiver and Release Agreement, I will (I1) above (pay all costs and expenses incurred by the rights Employer in defending against a suit or enforcing this Waiver and obligations sold Release Agreement, including litigation and assigned pursuant to CLAUSES (I) court costs, expenses and reasonable attorneys' fees, and (II2) above, collectively, I will repay the "ASSIGNED Interest")Severance Payment I received in consideration for this Waiver and Release Agreement. Such sale I am signing this Xxxxxx and assignment is without recourse to Assignor and, except as expressly provided in this Assignment Release Agreement knowingly and Assumption, without representation or warranty by Assignorvoluntarily. ================================================================================ 1 ASSIGNOR: -------------------------------------------------------------------------------- 3 BORROWERS USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust [any new Investment Company] (not in their individual capacities but on behalf of and for the benefit of the series of funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement) -------------------------------------------------------------------------------- 4 ADMINISTRATIVE AGENT Bank of America, N.A., as the Administrative Agent under the Credit Agreement -------------------------------------------------------------------------------- 5 EFFECTIVE DATE2 -------------------------------------------------------------------------------- 1 Must be Eligible Assignee, as defined in the Credit Agreement.I acknowledge that:
Appears in 1 contract
Samples: Separation Agreement (Motient Corp)
Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior The foregoingis hereby acknowledged, and agreed to on behalf of the CAW, Local Vice President, Secretary & Counsel USAA Investment Management Company EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION Labour Relations CAW, Local Alliance Road, Dear Sirs: This Assignment and Assumption (this "ASSIGNMENT AND ASSUMPTION") is dated as will confirm the understanding reached by the parties with respect to the currency of the Effective Date set forth below and is entered into by and between ______________ ("ASSIGNOR") and ______________("ASSIGNEE"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Collective Agreement dated as the 27th day of January 8March, 2004 (as amended, modified, or extendedrelating to the following issue: Where the Company requires an employee to engage in selector training, the "CREDIT AGREEMENT")Company shall offer such assignment by seniority within the selector classification on duty at the Distribution Centre concerned, among USAA Mutual Fundproviding such selector has the training ability to perform the training. Sincerely, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc.The foregoing is hereby acknowledged, and USAA State Tax-Free Trust (not in their respective individual capacities, but agreed to on behalf of and for Local Alliance Road, Dear Sirs: This will confirm the benefit understanding reached by the parties with respect to the currency of the series Collective Agreement dated the 27th day of Funds comprising each such Investment Company as listed on SCHEDULE 2 March, relating to the Credit Agreement)following issue: In the event the Company requests the to investigate an employee's accident claim, the Lenders from time to time party thereto, State Street Bank and Trust Company, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of Company will provide the employee with a copy of which the Form as well as any attached correspondence. In addition, a member of the safety committee, or in a member of the bargaining unit, will be present at the time of the investigation of any on-the-job accident being challenged by the Company. Any correspondence regardingthe claim will be considered a challenge by the Company. The Company's right to contest or suggest that the investigate a claim will be based on the actual facts revealed in the investigation. An employee, who has sought immediate medical attention as required by the shall be provided with available temporary modifiedwork upon receipt by the Company of proper medical documentation outlining the medical restrictions. The Accident Form xxxx be filled out by the attending Supervisor. A Union member of the Health and Safety Committee, or in his absence a Union Xxxxxxx, or in his absence another Union member will be present when this form is being completed. A copy of the Accident Investigation Form will be given to the employee in question upon completion. Vice President, Labour Relations The foregoing is hereby acknowledged by Assignee. The Standard Terms acknowledged, and Conditions set forth in ANNEX 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by Administrative Agent as contemplated below (i) all of Assignor's rights and obligations as a Lender under the Credit Agreement and the other Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documents, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action, and any other right of Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims, and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to CLAUSE (I) above (the rights and obligations sold and assigned pursuant to CLAUSES (I) and (II) above, collectively, the "ASSIGNED Interest"). Such sale and assignment is without recourse to Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by Assignor. ================================================================================ 1 ASSIGNOR: -------------------------------------------------------------------------------- 3 BORROWERS USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust [any new Investment Company] (not in their individual capacities but on behalf of and for e CAW, Local LETTER OF UNDERSTANDING CAW, Local Alliance Road, MILTON, Ontario. Dear Sirs: This will confirm the benefit understanding reached by the parties with respect to the currency of the series Collective Agreement dated the 27th day of funds comprising each such Investment Company as listed on SCHEDULE 2 March, relating to the Credit Agreement) -------------------------------------------------------------------------------- 4 ADMINISTRATIVE AGENT Bank following issue: Seniority within the selector classification on a shift within a Distribution Centre will be recognized the assignment of Americaso-called lighter class work, N.A.provided that tasks of an immediate or emergency nature or of a short duration not to exceed one hour may be and further that the present cage area incumbents shall not be adversely affected by the implementation of this provision, as the Administrative Agent under the Credit Agreement -------------------------------------------------------------------------------- 5 EFFECTIVE DATE2 -------------------------------------------------------------------------------- 1 Must be Eligible AssigneeSincerely, as defined in the Credit AgreementVice President, Labour Relations The foregoing is hereby acknowledged, and agreed to on xxx XX, Local CAW, Local Alliance Road, MILTON, Ontario.
Appears in 1 contract
Samples: Collective Bargaining Agreement
Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior Vice PresidentAdamson Chairman, Secretary & Counsel USAA Investment Management Company EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION This Assignment Chief Exxxxxxxx Xxxxxxx and Assumption (this "ASSIGNMENT AND ASSUMPTION") is dated as of the Effective Date set forth below President cc: Agreed and is entered into by and between accepted: ________________________________ _________________ ___, 199__ By authority duly obtained as of the date first above written, the undersigned, Denny's, Inc., DFO, Inc., El Pollo Loco, Inc., Quincy's Restaurants, Inc., and Flagstar Enterprises, Inc., indirect subsixxxxxxs of the Company, hereby jointly and severally guarantee the payment by the Company to the Executive of the Leadership Bonus, the Change of Control Benefit, and the Severance Payment as provided above. In providing such guaranty, each such guarantor acknowledges that it is receiving and will receive substantial and meaningful benefits and services from the Executive's continued employment with the Company. Each such guaranty shall be a guaranty of payment and not of collection. Denny's, Inc. Quincy's Restaurants, Inc. By: By: DFO, Inc. Flagstar Enterprises, Inc. By: By: El Pollo Loco, Inc. By: ADDENDUM TO LETTER AGREEMENT This Addendum To Letter Agreement ("ASSIGNORAddendum") is attached to and made a part of that certain letter agreement dated December 3, 1997 (the "Letter Agreement") between Flagstar Corporation, a predecessor corporation to Advantica Restaurant Group, Inc. ("Company") and __________________ (the "ASSIGNEEExecutive"). Capitalized Unless otherwise defined herein, all capitalized terms used but not defined herein shall have the meanings given to them same meaning as used in the Credit Agreement dated as Letter Agreement. In the event of January 8, 2004 (as amended, modified, or extendedany inconsistency between the terms and provisions of this Addendum and the terms and provisions of the Letter Agreement, the terms and provisions of this Addendum shall prevail. Notwithstanding anything to the contrary in the attached Letter Agreement, and in the event the Company terminates the Executive's employment for any reason other than for Cause or takes an action that reduces the Executive's base salary or the Executive no longer has the responsibilities referenced in the Letter Agreement, the Executive shall receive, in addition to the severance payments referenced in Section 3 of the Letter Agreement, a single lump sum severance payment, within five (5) business days of such termination, in an amount equal to 200% of the Executive's target bonus for the year in which the termination occurs (provided that the amount of such target bonus shall not be less than 65% of the Executive's then current base salary). It is specifically the intent of all parties to the Letter Agreement, the Addendum and the subsidiary guaranties (the "CREDIT AGREEMENTSubsidiary Guaranties")) referenced in Section 4 of the Letter Agreement, among USAA Mutual Fundthat such Subsidiary Guaranties shall also guarantee the additional severance payment set forth herein. Advantica Restaurant Group, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust (not in their respective individual capacities, but on behalf of and for the benefit of the series of Funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement), the Lenders from time to time party thereto, State Street Bank and Trust Company, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of which is hereby acknowledged by Assignee. The Standard Terms and Conditions set forth in ANNEX 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by Administrative Agent as contemplated below (i) all of Assignor's rights and obligations as a Lender under the Credit Agreement and the other Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documents, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action, and any other right of Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims, and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to CLAUSE (I) above (the rights and obligations sold and assigned pursuant to CLAUSES (I) and (II) above, collectively, the "ASSIGNED Interest"). Such sale and assignment is without recourse to Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by Assignor. ================================================================================ 1 ASSIGNOR: -------------------------------------------------------------------------------- 3 BORROWERS USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust [any new Investment Company] (not in their individual capacities but on behalf of and for the benefit of the series of funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement) -------------------------------------------------------------------------------- 4 ADMINISTRATIVE AGENT Bank of America, N.A., as the Administrative Agent under the Credit Agreement -------------------------------------------------------------------------------- 5 EFFECTIVE DATE2 -------------------------------------------------------------------------------- 1 Must be Eligible Assignee, as defined in the Credit Agreement.
Appears in 1 contract
Samples: Employment Agreement (Advantica Restaurant Group Inc)
Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior Vice PresidentPANTHER TRANSPORTATION II, Secretary & Counsel USAA Investment Management Company EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption INC., an Ohio corporation, as the Borrower By Its $ January , 0000 FOR VALUE RECEIVED, the undersigned, PANTHER II TRANSPORTATION, INC., an Ohio corporation (this "ASSIGNMENT AND ASSUMPTION") is dated “Borrower”), hereby unconditionally promises to pay to the order of , a corporation (“Lender”), at Agent’s office at 000 Xxxxx Xxxxxx Xxxxx, Suite 4400, Chicago, Illinois 60606, or at such other place as the Agent may from time to time designate in writing, in lawful money of the Effective Date set forth below United States of America and in immediately available funds, the principal sum of AND NO/100 DOLLARS ($ ) , or, if less, the aggregate unpaid principal amount of all advances made pursuant to subsection 1.1(a) of the “Credit Agreement” (as hereinafter defined), at such times as are specified in, and in accordance with the provisions of, the Credit Agreement. This Amended and Substituted Term Note is entered into by referred to in and between ______________ ("ASSIGNOR") was executed and ______________("ASSIGNEE"). Capitalized terms used but not defined herein shall have the meanings given delivered pursuant to them in the that certain Amended and Restated Credit Agreement dated as of January 811, 2004 2006 (the “Credit Agreement”) among Borrower, Antares Capital Corporation, a Delaware corporation, as amended, modified, or extended, the "CREDIT AGREEMENT"), among USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust (not in their respective individual capacities, but on behalf of and Agent for the benefit of all Lenders, and the series of Funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement), the Lenders from time to time party lenders who are parties thereto, State Street Bank and Trust Company, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of to which reference is hereby acknowledged by Assignee. The Standard Terms and Conditions set forth in ANNEX 1 attached hereto are hereby agreed to and incorporated herein by reference and made for a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as statement of the Effective Date inserted by Administrative Agent as contemplated below terms and conditions under which the Term Loan evidenced hereby was made and is to be repaid. All terms which are capitalized and used herein (iwhich are not otherwise specifically defined herein) all of Assignor's rights and obligations as a Lender under which are defined in the Credit Agreement and the other Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documents, and (ii) to the extent permitted to shall be assigned under applicable law, all claims, suits, causes of action, and any other right of Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims, and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to CLAUSE (I) above (the rights and obligations sold and assigned pursuant to CLAUSES (I) and (II) above, collectively, the "ASSIGNED Interest"). Such sale and assignment is without recourse to Assignor and, except as expressly provided used in this Assignment and Assumption, without representation or warranty by Assignor. ================================================================================ 1 ASSIGNOR: -------------------------------------------------------------------------------- 3 BORROWERS USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust [any new Investment Company] (not in their individual capacities but on behalf of and for the benefit of the series of funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement) -------------------------------------------------------------------------------- 4 ADMINISTRATIVE AGENT Bank of America, N.A., as the Administrative Agent under the Credit Agreement -------------------------------------------------------------------------------- 5 EFFECTIVE DATE2 -------------------------------------------------------------------------------- 1 Must be Eligible Assignee, Term Note as defined in the Credit Agreement. This Term Note is secured by the Collateral. Borrower further promises to pay interest on the outstanding unpaid principal amount hereof, as provided in the Credit Agreement, from the date hereof until payment in full hereof at the applicable rate specified in subsection 1.3(a) of the Credit Agreement; provided , however , that if Agent or Required Lenders so elect, following the occurrence and during the continuance of an Event of Default under subsections 4.1, 4.2(b), 7.1(a) or, as a result of the Borrower’s failure to observe any of the covenants contained in Article VI hereof, 7.1(c) (or automatically while any Event of Default under subsections 7.1(f), 7.1(g) or 7.1(m)(iv) exists), Borrower promises to pay to Lender interest on the unpaid principal amount hereof at the applicable rate specified in subsection 1.3(c) of the Credit Agreement. Interest shall be payable in arrears on the dates specified in subsection 1.3(b) of the Credit Agreement, on the date of any prepayment in full and at maturity, whether by acceleration or otherwise. If a payment hereunder becomes due and payable on a day that is not a Business Day, the payment may be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the amount of interest due on such succeeding Business Day. Anything herein to the contrary notwithstanding, the obligations of Borrower hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the Lender would be contrary to the provisions of any law applicable to Lender limiting the highest rate of interest which may be lawfully contracted for, charged or received by Lender, and in such event Borrower shall pay Lender interest at the highest rate permitted by applicable law. If any suit or action is instituted or attorneys are employed to collect this Term Note or any part thereof, Borrower hereby promises and agrees to pay all costs of collection, including reasonable attorneys’ fees and court costs. Borrower and each endorser, guarantor and surety of this Term Note hereby waives presentment for payment, protest and demand, and notice of demand, protest, dishonor and nonpayment of this Term Note. Except as provided in the Credit Agreement, Borrower also waives all rights to notice and hearing of any kind upon the occurrence of an Event of Default and prior to the exercise by Agent of its rights to repossess the Collateral without judicial process or to replevy, attach or levy upon the Collateral without notice or hearing. THIS TERM NOTE HAS BEEN DELIVERED AT AND SHALL BE DEEMED TO HAVE BEEN MADE AT NEW YORK, NEW YORK AND SHALL PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401 BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK; PROVIDED THAT THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. Whenever possible each provision of this Term Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Term Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Term Note. Whenever in this Term Note reference is made to Agent, Lender or Borrower, such reference shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Term Note shall be binding upon and shall inure to the benefit of such successors and assigns. Borrower’s successors and assigns shall include, without limitation, a receiver, trustee or debtor in possession of or for Borrower. This Term Note is in partial substitution for and replacement of certain Term Notes A and Term Notes B in the original aggregate principal amount of $ , made by Borrower to certain lenders under the Original Credit Agreement (as such Term Notes A and Term Notes B shall have been amended and substituted prior to the date hereof, collectively, the “Original Notes”), and is made in substitution of such Original Notes and not in satisfaction of any portion of such Original Notes. This Term Note shall not be deemed to constitute a novation.
Appears in 1 contract
Samples: Credit Agreement (Panther Expedited Services, Inc.)
Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior Vice President, Secretary & Counsel USAA Investment Management Company EXHIBIT E ANNEX IV FORM OF ASSIGNMENT AND ASSUMPTION THELXX XXXX & XRIEST LLP OPINION Goldxxx, Xxchs & Co. 85 Bxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxdies and Gentlemen: This Assignment and Assumption firm has acted as special environmental counsel to Orion Power Holdings, Inc., a Delaware corporation (this the "ASSIGNMENT AND ASSUMPTIONCompany") is on certain limited matters with regard to the issuance and sale by the Company of Common Stock, par value $.01 per share (the "Stock") pursuant to the Underwriting Agreement, dated as of [ ], 2000 (the Effective Date set forth below and is entered into by and between ______________ ("ASSIGNORUnderwriting Agreement") between the Company and ______________the Underwriters named in Schedule I thereto (the "ASSIGNEEUnderwriters"). Capitalized terms used but This opinion is being delivered to you pursuant to Section 8(d) of the Underwriting Agreement. In our review, we have assumed the accuracy and completeness of all statements of fact relating to the Company and its operations and products and have made no independent investigation for purposes of rendering this opinion. This opinion relates solely to matters of environmental law. We are licensed and authorized to practice law under the laws of the United States and the states of New York and California. This opinion relates solely to environmental laws and legal documents or proceedings promulgated under the laws of the United States and the state of New York and we do not defined herein shall have offer any opinions regarding laws or legal proceedings outside those jurisdictions. Based on and subject to the meanings given to them foregoing, we are of the opinion that the statements in the Credit Agreement dated Prospectus under the captions "Risk Factors-Environmental Regulation," and "Business-Regulation-Environmental Regulation," solely insofar as such statements purport to describe the laws or legal documents or legal proceedings referred to therein, are fair and accurate summaries of January 8, 2004 (as amended, modified, or extended, the "CREDIT AGREEMENT"), among USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., such laws and USAA State Tax-Free Trust (not regulations and such legal documents and proceedings in their respective individual capacities, but on behalf of and for the benefit of the series of Funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement), the Lenders from time to time party thereto, State Street Bank and Trust Company, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of which is hereby acknowledged by Assigneeall material respects. The Standard Terms and Conditions set forth in ANNEX 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, This opinion speaks only as of the Effective Date inserted by Administrative Agent as contemplated below (i) all date hereof and not to any prior or subsequent date, and we assume no obligation to advise you of Assignor's rights and obligations as a Lender under any changes in the Credit Agreement and the other Loan Documents foregoing subsequent to the extent related to the amount and percentage interest identified below delivery of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documents, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action, and any other right of Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or this opinion. This opinion has been prepared solely for your use in connection with the Credit Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any offering of the foregoingsecurities and may not be used, includingquoted or otherwise referred to or relied upon by any person or entity without the prior written consent of this firm. Very truly yours, but not limited to, contract claims, tort claims, malpractice claims, statutory claims, and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to CLAUSE (I) above (the rights and obligations sold and assigned pursuant to CLAUSES (I) and (II) above, collectively, the "ASSIGNED Interest"). Such sale and assignment is without recourse to Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by Assignor. ================================================================================ 1 ASSIGNOR: -------------------------------------------------------------------------------- 3 BORROWERS USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust [any new Investment Company] (not in their individual capacities but on behalf of and for the benefit of the series of funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement) -------------------------------------------------------------------------------- 4 ADMINISTRATIVE AGENT Bank of America, N.A., as the Administrative Agent under the Credit Agreement -------------------------------------------------------------------------------- 5 EFFECTIVE DATE2 -------------------------------------------------------------------------------- 1 Must be Eligible Assignee, as defined in the Credit Agreement.THELXX XXXX & XRIEST LLP -------------------------------
Appears in 1 contract
Sincerely,. S/ MARK S. HOWARD [o] Agreed and Accepted: WHITNEY HOLDING CORPORATION By: ----------------------------------------- Title: -------------------------------------- Mark S. Howard Senior Vice President, Secretary & Counsel USAA Investment Management Company EXHIBIT E 1 TO AGREEMENT AND PLAN OF MERGER FORM OF ASSIGNMENT AND ASSUMPTION This Assignment SUPPORT AGREEMENT FOR DIRECTORS July [o], 2005 Xx. Xxxxxxx X. Marks Chairman and Assumption CEO Whitney Holding Corporation 000 Xx. Xxxxxxx Xxxxxx New Orleans, La. 70130 Dear Xx. Xxxxx: In consideration of the benefits the undersigned will receive as a shareholder of First National Bancshares, Inc. (this "ASSIGNMENT AND ASSUMPTIONHolding") is dated as of the Effective Date set forth below in the Agreement and is entered into by Plan of Merger, dated July 27, 2005, between Holding and between ______________ 1st National Bank & Trust (the "Bank"), on the one hand, and Whitney Holding Corporation ("ASSIGNORWhitney") and ______________Whitney National Bank ("ASSIGNEE"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement dated as of January 8, 2004 (as amended, modified, or extended, the "CREDIT AGREEMENTWNB"), among USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc.on the other hand (the "Merger Agreement"), and USAA State Tax-Free Trust (not in their respective individual capacities, but on behalf of and for the benefit as a member of the series Manatee/Sarasota Market Advisory Board of Funds comprising each such Investment Whitney National Bank], the undersigned agrees and acknowledges as follows: I agree to vote all shares of Holding Common Stock that I own beneficially or of record in favor of approving the Merger Agreement and the merger of Holding into Whitney (the "Company Merger") to be effected thereby at any shareholder meeting of Holding or at any adjournment thereof or any other circumstance upon which a vote, consent or other approval is sought, unless Whitney is then in breach or default in any material respect as listed on SCHEDULE 2 regards any covenant, agreement, representation or warranty as to it contained in the Credit Merger Agreement. Furthermore, I agree to vote all shares of Holding Common Stock that I own beneficially or of record at any shareholder meeting of Holder or at any adjournment thereof or any other circumstance upon which a vote, consent or other approval is sought against any merger agreement, share exchange, or merger (other than the Company Merger and the Merger Agreement), consolidation, combination, sale of substantially all of the Lenders from time assets, recapitalization, dissolution, liquidation, or winding up of Holding, or any amendment to time party theretoHoldings' Articles of Incorporation or Bylaws or other proposal or transaction involving Holding, State Street Bank and Trust Companywhich amendment or proposal or transaction would in any manner impede, frustrate, prevent or nullify the Company Merger, the Merger Agreement or any of the other transactions contemplated thereby. I further agree that I will not, without the prior written consent of Whitney, transfer any of my shares of Holding Common Stock prior to the Effective Date, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of which that term is hereby acknowledged by Assignee. The Standard Terms and Conditions set forth in ANNEX 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Merger Agreement, as except by operation of law, by will, or under the laws of descent and distribution. I certify that all of the Effective Date inserted shares of Holding Common Stock that I own beneficially or of record or control or which I hold the power to sell, transfer, pledge or otherwise alienate or encumber, including all shares that would be deemed to be sold for my account by Administrative Agent as contemplated below (i) all of Assignor's rights and obligations as a Lender Rule 144 under the Credit Agreement and Securities Act, are represented by the other Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documents, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action, and any other right of Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims, and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to CLAUSE (I) above (the rights and obligations sold and assigned pursuant to CLAUSES (I) and (II) above, collectively, the "ASSIGNED Interest"). Such sale and assignment is without recourse to Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by Assignor. ================================================================================ 1 ASSIGNOR: -------------------------------------------------------------------------------- 3 BORROWERS USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust [any new Investment Company] (not in their individual capacities but on behalf of and for the benefit of the series of funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement) -------------------------------------------------------------------------------- 4 ADMINISTRATIVE AGENT Bank of America, N.A., as the Administrative Agent under the Credit Agreement -------------------------------------------------------------------------------- 5 EFFECTIVE DATE2 -------------------------------------------------------------------------------- 1 Must be Eligible Assignee, as defined in the Credit Agreement.following certificates:
Appears in 1 contract
Samples: Agreement and Plan of Merger (First National Bancshares Inc/ Fl/)
Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior Vice PresidentNote: [The bracketed language will not be included for any Shareholder Designee who is not an officer, Secretary & Counsel USAA Investment Management Company EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION or employee of Shareholder or any Shareholder Affiliate.] December 20, 2019 Attention: Board of Directors Chaparral Energy, Inc. 000 Xxxxx Xxxx Xxxxxxxxx Xxxxxxxx Xxxx, Xxxxxxxx 00000 Re: Resignation Ladies and Gentlemen: This Assignment and Assumption (this "ASSIGNMENT AND ASSUMPTION") irrevocable resignation is delivered pursuant to the Support Agreement, dated as of December 20, 2019 (the Effective Date set forth below and is entered into “Agreement”), by and between ______________ among Strategic Value Partners, LLC, a Delaware limited liability company, and certain investment funds directly or indirectly managed by Strategic Value Partners, LLC, as listed on Schedule A to the Agreement ("ASSIGNOR") collectively, “Shareholder”), and ______________Chaparral Energy, Inc., a Delaware corporation ("ASSIGNEE"the “Company”). Capitalized terms used herein but not defined herein shall have the respective meanings given to them in the Credit Agreement dated as of January 8, 2004 (as amended, modified, or extended, the "CREDIT AGREEMENT"), among USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust (not in their respective individual capacities, but on behalf of and for the benefit of the series of Funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement), the Lenders from time to time party thereto, State Street Bank and Trust Company, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of which is hereby acknowledged by Assignee. The Standard Terms and Conditions set forth in ANNEX 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in fullthe Agreement. For an agreed consideration, Assignor hereby irrevocably sells and assigns to AssigneeEffective only upon, and Assignee hereby irrevocably purchases and assumes from Assignorsubject to, subject to and in accordance (1) such time as Shareholder, together with the Standard Terms and Conditions Shareholder Affiliates, continues to meet the One Directorship Ownership Condition and the Credit Agreement, as of the Effective Date inserted by Administrative Agent as contemplated below (i) all of Assignor's rights and obligations as a Lender under the Credit Agreement and the other Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documents, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action, and any other right of Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Document, any other documents or instruments delivered pursuant theretoTwo Directorship Ownership Condition, or the loan transactions governed thereby (2) Shareholder or any Shareholder Affiliate breaches in any way based on or related to material respect any of the foregoingterms of the Agreement and fails to cure such breach within twenty business days following the receipt of written notice thereof from the Company specifying such breach (it being understood that unintentional breaches of this Agreement that by their nature cannot be reversed or undone shall be deemed to have been cured for purposes hereof if Shareholder or a Shareholder Affiliate has taken commercially reasonable actions to reduce the adverse impact of such breach), including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims, I hereby offer to resign from my position as a director of the Company and from any and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to CLAUSE (I) above (the rights and obligations sold and assigned pursuant to CLAUSES (I) and (II) above, collectively, the "ASSIGNED Interest"). Such sale and assignment is without recourse to Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by Assignor. ================================================================================ 1 ASSIGNOR: -------------------------------------------------------------------------------- 3 BORROWERS USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust [any new Investment Company] (not in their individual capacities but on behalf of and for the benefit committees of the series Board on which I serve, with such resignation effective immediately upon a determination by the Board (by vote of funds comprising each the Specified Independent Directors) to accept such Investment Company resignation in its sole discretion. This resignation may not be withdrawn by me at any time during which it is effective. Sincerely, By: Oklahoma City, December 20, 2019 — Chaparral Energy, Inc. (NYSE: CHAP) today announced that its Board of Directors has appointed Xxxxxxx “Xxxxx” Xxxxxxxx as listed on SCHEDULE 2 President and Chief Executive Officer, effective December 20, 2019. Xx. Xxxxxxxx succeeds K. Xxxx Xxxxxxxx in those roles as Xx. Xxxxxxxx has resigned to pursue other interests. Xx. Xxxxxxxx is also joining the Credit Agreement) -------------------------------------------------------------------------------- 4 ADMINISTRATIVE AGENT Bank Board of America, N.A., Directors as are Xxxxxxx Xxxxxxxx and Xxxx “Mac” XxXxxxxxx. Xxxxxxx Xxxxxx is stepping down from the Administrative Agent under the Credit Agreement -------------------------------------------------------------------------------- 5 EFFECTIVE DATE2 -------------------------------------------------------------------------------- 1 Must be Eligible Assignee, as defined in the Credit AgreementBoard.
Appears in 1 contract
Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior Vice President, Secretary & Counsel USAA Investment Management Company EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION XXXXXX XXXX & PRIEST LLP OPINION Xxxxxxx, Sachs & Co. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This Assignment and Assumption firm has acted as special environmental counsel to Orion Power Holdings, Inc., a Delaware corporation (this the "ASSIGNMENT AND ASSUMPTIONCompany") is on certain limited matters with regard to the issuance and sale by the Company of Common Stock, par value $.01 per share (the "Stock") pursuant to the Underwriting Agreement, dated as of [ ], 2000 (the Effective Date set forth below and is entered into by and between ______________ ("ASSIGNORUnderwriting Agreement") between the Company and ______________the Underwriters named in Schedule I thereto (the "ASSIGNEEUnderwriters"). Capitalized terms used but This opinion is being delivered to you pursuant to Section 8(d) of the Underwriting Agreement. In our review, we have assumed the accuracy and completeness of all statements of fact relating to the Company and its operations and products and have made no independent investigation for purposes of rendering this opinion. This opinion relates solely to matters of environmental law. We are licensed and authorized to practice law under the laws of the United States and the states of New York and California. This opinion relates solely to environmental laws and legal documents or proceedings promulgated under the laws of the United States and the state of New York and we do not defined herein shall have offer any opinions regarding laws or legal proceedings outside those jurisdictions. We express no opinion regarding the meanings given requirements, status or need for FERC certification or compliance with FERC's guidelines, rules or regulations. Based on and subject to them the foregoing, we are of the opinion that the statements in the Credit Agreement dated as Prospectus under the captions "Risk Factors-The costs of January 8, 2004 (as amended, modified, or extended, the compliance with existing and future environmental regulations could adversely affect our cash flow and profitability" and "CREDIT AGREEMENT"), among USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State TaxRisk Factors-Free Trust (not in their respective individual capacities, but on behalf of and for the benefit of the series of Funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement), the Lenders from time to time party thereto, State Street Bank and Trust Company, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of which is hereby acknowledged by Assignee. The Standard Terms and Conditions set forth in ANNEX 1 attached hereto We are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to stringent governmental regulation, which may be burdensome or lead to significant costs or liabilities" and [under the caption] "Business-Regulation-Environmental Regulation," solely insofar as such statements purport to describe the laws or legal documents or legal proceedings referred to therein, are fair and accurate summaries of such laws and regulations and such legal documents and proceedings in accordance with the Standard Terms and Conditions and the Credit Agreement, all material respects. This opinion speaks only as of the Effective Date inserted by Administrative Agent as contemplated below (i) all date hereof and not to any prior or subsequent date, and we assume no obligation to advise you of Assignor's rights and obligations as a Lender under any changes in the Credit Agreement and the other Loan Documents foregoing subsequent to the extent related to the amount and percentage interest identified below delivery of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documents, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action, and any other right of Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or this opinion. This opinion has been prepared solely for your use in connection with the Credit Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any offering of the foregoingsecurities and may not be used, includingquoted or otherwise referred to or relied upon by any person or entity without the prior written consent of this firm. Very truly yours, but not limited to, contract claims, tort claims, malpractice claims, statutory claims, and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to CLAUSE (I) above (the rights and obligations sold and assigned pursuant to CLAUSES (I) and (II) above, collectively, the "ASSIGNED Interest"). Such sale and assignment is without recourse to Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by Assignor. ================================================================================ 1 ASSIGNOR: -------------------------------------------------------------------------------- 3 BORROWERS USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust [any new Investment Company] (not in their individual capacities but on behalf of and for the benefit of the series of funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement) -------------------------------------------------------------------------------- 4 ADMINISTRATIVE AGENT Bank of America, N.A., as the Administrative Agent under the Credit Agreement -------------------------------------------------------------------------------- 5 EFFECTIVE DATE2 -------------------------------------------------------------------------------- 1 Must be Eligible Assignee, as defined in the Credit Agreement.XXXXXX XXXX & PRIEST LLP -------------------------------
Appears in 1 contract
Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior Vice PresidentEXHIBIT F-9 to Credit Agreement [INDEPENDENT POWER MARKETING CONSULTANT LETTERHEAD] ___________, Secretary & Counsel USAA Investment Management Company EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption 200_ The Bank of Nova Scotia as Administrative Agent for the Banks Xxx Xxxxxxx Xxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Manager, Project Finance Re: The ____________ Project (this the "ASSIGNMENT AND ASSUMPTIONProject") is Ladies and Gentlemen: The undersigned, a duly authorized representative of , ("Independent Power Marketing Consultant"), hereby provides this letter to you in accordance with Section 3.3.16 of that certain Amended and Restated Credit Agreement dated as of February 15, 2001 (the Effective Date set forth below "Credit Agreement"), among Calpine Construction Finance Company, L.P., a Delaware limited partnership, as Borrower ("Borrower"), the financial institutions listed on Exhibit H thereto (the "Banks"), Credit Suisse First Boston, acting through its New York Branch, as Lead Arranger, Syndication Agent, and is entered into by Bookrunner, The Bank of Nova Scotia, as Lead Arranger, LC Bank and between Administrative Agent ("Administrative Agent"), TD Securities (USA) Inc., as Co-Arranger and Co-Documentation Agent, and CIBC World Markets Corp., as Co-Arranger and Co-Documentation Agent. Except as provided herein, all terms used herein which are defined in the Credit Agreement shall have the meanings given therein. Independent Power Marketing Consultant acknowledges that pursuant to the Credit Agreement, the Banks will be providing financing to the Borrower for, among other things, the construction of the Project and in so doing will be relying on this certificate and Independent Power Marketing Consultant's report dated ______________ ("ASSIGNOR") . Independent Power Marketing Consultant certifies that attached hereto as Exhibit A is a true, correct and ______________("ASSIGNEE"). Capitalized terms used but not defined herein shall have complete copy of Independent Power Marketing Consultant's report with respect to the meanings given to them in the Credit Agreement dated Project, and that said report represents Independent Power Marketing Consultant's professional opinion as of January 8, 2004 (as amended, modified, or extended, the "CREDIT AGREEMENT"), among USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., such date and USAA State Tax-Free Trust (not in their respective individual capacities, but on behalf of and for the benefit of the series of Funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement), the Lenders from time to time party thereto, State Street Bank and Trust Company, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of which is hereby acknowledged by Assignee. The Standard Terms and Conditions set forth in ANNEX 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by Administrative Agent as contemplated below (i) all of Assignor's rights and obligations as a Lender under date hereof. Further, since the Credit Agreement and the other Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documents, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action, and any other right of Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any date of the foregoingaforementioned Independent Power Marketing Consultant's report, includingnothing has come to our attention which would cause us to change that report. Sincerely, but not limited to, contract claims, tort claims, malpractice claims, statutory claims, and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to CLAUSE (I) above (the rights and obligations sold and assigned pursuant to CLAUSES (I) and (II) above, collectively, the "ASSIGNED Interest"). Such sale and assignment is without recourse to Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by Assignor. ================================================================================ 1 ASSIGNOR: -------------------------------------------------------------------------------- 3 BORROWERS USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust EXHIBIT G-1A - DESCRIPTION OF THE MAGIC VALLEY PROJECT [any new Investment Company*] (not in their individual capacities but on behalf of and for the benefit of the series of funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement) -------------------------------------------------------------------------------- 4 ADMINISTRATIVE AGENT Bank of America, N.A., as the Administrative Agent under the Credit Agreement -------------------------------------------------------------------------------- 5 EFFECTIVE DATE2 -------------------------------------------------------------------------------- 1 Must be Eligible Assignee, as defined in the Credit Agreement.EXHIBIT G-1B - DESCRIPTION OF THE SOUTH POINT PROJECT [*] EXHIBIT G-1C - DESCRIPTION OF THE XXXXXXXXX PROJECT [*] EXHIBIT G-1D - DESCRIPTION OF THE XXXXXX PROJECT [*] EXHIBIT G-2A - DESCRIPTION OF THE ONTELAUNEE PROJECT [*] EXHIBIT G-2B - DESCRIPTION OF THE OSPREY PROJECT [*] EXHIBIT G-2C - DESCRIPTION OF THE HILLABEE PROJECT [*] EXHIBIT G-2D - DESCRIPTION OF THE LONE OAK PROJECT [*] EXHIBIT G-2E - DESCRIPTION OF THE BLUE HERON PROJECT [*] EXHIBIT G-2F - DESCRIPTION OF THE LOST PINES PROJECT [*] EXHIBIT G-2G - DESCRIPTION OF THE FREMONT PROJECT [*] EXHIBIT G-2H - DESCRIPTION OF THE HERMISTON PROJECT [*] EXHIBIT G-2I - DESCRIPTION OF THE TOWANTIC PROJECT [*] EXHIBIT G-2J - DESCRIPTION OF THE WAWAYANDA PROJECT [*]
Appears in 1 contract
Samples: Credit Agreement (Calpine Corp)
Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior By: ------------------------------------ Name: Title: SCHEDULE 2 TO EXHIBIT D-2 AUTHORIZED REPRESENTATIVES OF BUYER NAME TITLE AUTHORIZED SIGNATURE ---- ----- -------------------- EXHIBIT E LIMITED POWER OF ATTORNEY Reference is hereby made to the Custodial Agreement (the "Agreement"), dated March 11, 2005, among Deutsche Bank National Trust Company ("Custodian"), Credit Suisse First Boston Mortgage Capital LLC ("Buyer") and MortgageIT, Inc. and MortgageIT Holdings, Inc. ("Sellers"). Any capitalized term not otherwise defined herein shall have the meaning assigned to such term in the Agreement. Know all people by these presents, that each Seller, a corporation organized and existing under the laws of the State of ____, does hereby make, constitute and appoint, ______, ______, or ______, or any officer assigned to the [Corporate Trust Group] (or any successor thereto), including any Vice President, Secretary & Counsel USAA Investment Management Company EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "ASSIGNMENT AND ASSUMPTION") is dated as Assistant Vice President, Trust Officer, any Assistant Secretary, any trust officer or any other officer of Custodian customarily performing functions similar to those performed by any of the Effective Date set forth below above designated officers and is entered into by having direct responsibility for the administration of the Agreement, each acting singly and between independently of the other, as its true and lawful attorney for it and in its name, place and stead to endorse a Mortgage Note that has not otherwise been endorsed as follows: "Pay to the order of _________________ ("ASSIGNOR") and ______________("ASSIGNEE"). Capitalized terms used but not defined herein By: ------------------------------------ Its: Attorney-in-Fact" provided, however, a Mortgage Note shall have the meanings given only be endorsed pursuant to them in the Credit Agreement dated as this Power of January 8, 2004 (as amended, modified, or extended, the "CREDIT AGREEMENT"), among USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust (not in their respective individual capacities, but on behalf of and for the benefit of the series of Funds comprising each such Investment Company as listed on SCHEDULE 2 Attorney pursuant to the Credit Agreement), the Lenders from time to time party thereto, State Street Bank terms and Trust Company, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of which is hereby acknowledged by Assignee. The Standard Terms and Conditions conditions set forth in ANNEX 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as Section 3(b)(ii) of the Effective Date inserted by Administrative Agent as contemplated below (i) all of Assignor's rights and obligations as a Lender under the Credit Agreement and the other Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documents, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action, and any other right of Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims, and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to CLAUSE (I) above (the rights and obligations sold and assigned pursuant to CLAUSES (I) and (II) above, collectively, the "ASSIGNED Interest"). Such sale and assignment is without recourse to Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by Assignor. ================================================================================ 1 ASSIGNOR: -------------------------------------------------------------------------------- 3 BORROWERS USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust [any new Investment Company] (not in their individual capacities but on behalf of and for the benefit of the series of funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement) -------------------------------------------------------------------------------- 4 ADMINISTRATIVE AGENT Bank of America, N.A., as the Administrative Agent under the Credit Agreement -------------------------------------------------------------------------------- 5 EFFECTIVE DATE2 -------------------------------------------------------------------------------- 1 Must be Eligible Assignee, as defined in the Credit Agreement.MORTGAGE FILE
Appears in 1 contract
Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior Vice PresidentBELMONT HOMES, Secretary & Counsel USAA Investment Management Company INC. By: ------------------------- Its: ------------------------- EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "ASSIGNMENT AND ASSUMPTION"5.1(m)(ii) is dated as of the Effective Date set forth below and is entered into by and between _______________ ____, 1997 Xxxxxxx Xxxxx Xxxx & White LLP 0000 Xxxx Xxxxx Xxxxx 0000 Xxxxxxxxxx, Xxxxxxx 00000 Ladies and Gentlemen: In connection with the proposed merger of Crimson Acquisition Corp., a Mississippi corporation ("ASSIGNORSubsidiary"), with and into Belmont Homes, Inc., a Mississippi corporation ("Belmont"), pursuant to the terms of that certain Agreement and Plan of Merger dated August , 1997 (the "Merger Agreement") by and among Cavalier Homes, Inc., a Delaware corporation ("Cavalier"), Subsidiary and Belmont, as described in more detail in the Merger Agreement and the Registration Statement on Form S-4 filed by Cavalier with the Securities and Exchange Commission on_______________ , 1997, (the "ASSIGNEERegistration Statement"), as counsel to Cavalier you have been asked to render certain opinions pursuant to the requirements of Item 21(a) of Form S-4 under the Securities Act of 1933, as amended, and pursuant to Section 6.2(c) of the Merger Agreement, with respect to the federal income tax treatment of the Merger under the Internal Revenue Code of 1986, as amended (the "Code"). Capitalized terms used but herein and not otherwise defined herein shall have the meanings given to them in the Credit Agreement dated Merger Agreement. Pursuant to the Merger Agreement, Subsidiary will be merged with and into Belmont in accordance with Section 79-4-11.01 et seq. of the Mississippi Business Corporation Act and Belmont will be the surviving corporation, and all Belmont shares other than those held as of January 8, 2004 (as amended, modifiedtreasury stock by Belmont, or extendedheld by Cavalier or any of its subsidiaries, which will be canceled and retired, and other than those Belmont shares for which the holders have dissented from the Merger, demanded and perfected demand for payment of the "CREDIT AGREEMENT"), among USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust (not in their respective individual capacities, but on behalf of and for the benefit of the series of Funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement), the Lenders from time to time party thereto, State Street Bank and Trust Company, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of which is hereby acknowledged by Assignee. The Standard Terms and Conditions set forth in ANNEX 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and fair value" in accordance with the Standard Terms and Conditions Mississippi Business Corporation Act, shall be converted into the right to receive eight tenths (0.8) shares of common stock of Cavalier. The Merger Agreement and the Credit Registration Statement describe other transactions that will be effected or undertaken in connection with the transactions contemplated by the Merger Agreement, including, without limitation, the treatment of Belmont's employee benefit plans and the treatment of certain options issued by Belmont, and other matters relating to the employees of Belmont. In connection with the opinions which you have been asked to render, you are entitled to rely upon the descriptions in the Merger Agreement and the Registration Statement as being a complete and accurate description of all the transactions to be effected and undertaken pursuant to the Merger Agreement. In connection with the opinions which you have been asked to render, and recognizing that you will rely on this letter in rendering said opinions, the undersigned, a duly authorized officer of Cavalier and acting in such capacity, hereby certifies that, to the best knowledge of the management of Cavalier, the following statements are correct and complete in all material respects as of the date hereof, and further certifies that the following statements will be correct and complete in all material respects as of the Effective Date inserted by Administrative Agent Time of the Merger. Insofar as contemplated below such certification pertains to any person (iincluding Belmont or any of its subsidiaries) all other than Cavalier and any of Assignor's rights and obligations its subsidiaries, such certification is only as a Lender under the Credit Agreement and the other Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documents, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action, and any other right of Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any knowledge of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims, and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to CLAUSE (I) above (the rights and obligations sold and assigned pursuant to CLAUSES (I) and (II) above, collectively, the "ASSIGNED Interest"). Such sale and assignment is undersigned without recourse to Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by Assignor. ================================================================================ 1 ASSIGNOR: -------------------------------------------------------------------------------- 3 BORROWERS USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust [any new Investment Company] (not in their individual capacities but on behalf of and for the benefit of the series of funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement) -------------------------------------------------------------------------------- 4 ADMINISTRATIVE AGENT Bank of America, N.A., as the Administrative Agent under the Credit Agreement -------------------------------------------------------------------------------- 5 EFFECTIVE DATE2 -------------------------------------------------------------------------------- 1 Must be Eligible Assignee, as defined in the Credit Agreementspecific inquiry.
Appears in 1 contract
Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior Vice President[X.X. COSMETICS HOLDINGS, Secretary & Counsel USAA Investment Management Company EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "ASSIGNMENT AND ASSUMPTION") is dated INC.]/[X.X. COSMETICS US, INC.], a Delaware corporation, as the Borrower Agent5 By Name Title 5 Prior to the consummation of the Effective Closing Date set forth below Acquisition and the joinder by X.X. Cosmetics US, Inc., as a Borrower pursuant to a Joinder Agreement, X.X. Cosmetics Holdings, Inc. will be the signatory hereto. Upon the consummation of the Closing Date Acquisition and the joinder by X.X. Cosmetics US, Inc., as a Borrower pursuant to a Joinder Agreement, X.X. Cosmetics US, Inc. will be the signatory hereto. U.S. $ , FOR VALUE RECEIVED, the undersigned, X.X. Cosmetics Holdings, Inc., a Delaware corporation (“Initial Borrower”), hereby promises to pay to (the “Lender”) or its registered assigns on the Revolving Credit Termination Date of the hereinafter defined Credit Agreement, at the principal office of the Administrative Agent in Chicago, Illinois (or such other location as the Administrative Agent may designate to the Initial Borrower), in immediately available funds, the principal sum of Dollars ($ ) or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to the Borrowers pursuant to the Credit Agreement, together with interest on the principal amount of each Revolving Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement. This Note is entered into by and between ______________ ("ASSIGNOR") and ______________("ASSIGNEE"). Capitalized terms used but not defined herein shall have one of the meanings given Revolving Loan Notes referred to them in the Credit Agreement dated as of January 831, 2004 (as amended, modified, or extended, the "CREDIT AGREEMENT")2014, among USAA Mutual Fundthe Initial Borrower (the Initial Borrower, Inc.together with each Domestic Subsidiary of Initial Borrower who hereafter becomes a “Borrower” thereunder pursuant to a Joinder Agreement may be referred to individually, USAA Investment Trustas a “Borrower” and collectively, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust (not in their respective individual capacities, but on behalf of and for the benefit of the series of Funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement“Borrowers”), the Lenders from time to time Guarantors party thereto, State Street Bank the Lenders and Trust Company, as operations agent for such lendersL/C Issuer parties thereto, and Bank of America, N.A.Montreal, as administrative agent Administrative Agent (as extended, renewed, supplemented, modified amended or restated from time to time, the “Credit Agreement”), and this Note and the holder hereof are entitled to all the benefits and security provided for such lendersthereby or referred to therein, receipt of a copy of to which Credit Agreement reference is hereby acknowledged made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by Assignee. The Standard Terms and Conditions set forth in ANNEX 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and construed in accordance with the Standard Terms internal laws of the State of New York. Voluntary prepayments may be made hereon, certain prepayments are required to be made hereon, and Conditions this Note may be declared due prior to the expressed maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit Agreement, as of the Effective Date inserted by Administrative Agent as contemplated below (i) all of Assignor's rights and obligations as a Lender under the Credit Agreement and the other Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documents, and (ii) . The Borrower hereby waives to the extent permitted to be assigned under by applicable lawlaw demand, all claimspresentment, suits, causes protest or notice of action, and any other right of Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims, and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to CLAUSE (I) above (the rights and obligations sold and assigned pursuant to CLAUSES (I) and (II) above, collectively, the "ASSIGNED Interest")kind hereunder. Such sale and assignment is without recourse to Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by Assignor. ================================================================================ 1 ASSIGNOR: -------------------------------------------------------------------------------- 3 BORROWERS USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust [any new Investment Company] (not in their individual capacities but on behalf of and for the benefit of the series of funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement) -------------------------------------------------------------------------------- 4 ADMINISTRATIVE AGENT Bank of America, N.A., as the Administrative Agent under the Credit Agreement -------------------------------------------------------------------------------- 5 EFFECTIVE DATE2 -------------------------------------------------------------------------------- 1 Must be Eligible Assignee, as defined in the Credit Agreement.Signature Page Follows]
Appears in 1 contract
Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior Vice President, Secretary & Counsel USAA Investment Management Company EXHIBIT E ANNEX IV FORM OF ASSIGNMENT AND ASSUMPTION THELXX XXXX & XRIEST LLP OPINION Goldxxx, Xxchs & Co. 85 Bxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxdies and Gentlemen: This Assignment and Assumption firm has acted as special environmental counsel to Orion Power Holdings, Inc., a Delaware corporation (this the "ASSIGNMENT AND ASSUMPTIONCompany") is on certain limited matters with regard to the issuance and sale by the Company of Common Stock, par value $.01 per share (the "Stock") pursuant to the Underwriting Agreement, dated as of the Effective Date set forth below and is entered into by and between May [______________ ], 2001 (the "ASSIGNORUnderwriting Agreement") between the Company and ______________the Underwriters named in Schedule I thereto (the "ASSIGNEEUnderwriters"). Capitalized terms used but This opinion is being delivered to you pursuant to Section 7(d) of the Underwriting Agreement. In our review, we have assumed the accuracy and completeness of all statements of fact relating to the Company and its operations and products and have made no independent investigation for purposes of rendering this opinion. This opinion relates solely to matters of environmental law. We are licensed and authorized to practice law under the laws of the United States and the states of New York and California. This opinion relates solely to environmental laws and legal documents or proceedings promulgated under the laws of the United States and the state of New York and we do not defined herein shall have offer any opinions regarding laws or legal proceedings outside those jurisdictions. We express no opinion regarding the meanings given requirements, status or need for FERC certification or compliance with FERC's guidelines, rules or regulations. Based on and subject to them the foregoing, we are of the opinion that the statements in the Credit Agreement dated as Prospectus under the captions "Risk Factors - The costs of January 8, 2004 (as amended, modified, or extended, the compliance with existing and future environmental regulations could adversely affect our cash flow and profitability" and "CREDIT AGREEMENT"), among USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust (not in their respective individual capacities, but on behalf of and for the benefit of the series of Funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement), the Lenders from time to time party thereto, State Street Bank and Trust Company, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of which is hereby acknowledged by Assignee. The Standard Terms and Conditions set forth in ANNEX 1 attached hereto Risk Factors - We are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to stringent governmental regulation, which may be burdensome or lead to significant costs or liabilities" and [under the caption] "Business-Regulation-Environmental Regulation," solely insofar as such statements purport to describe the laws or legal documents or legal proceedings referred to therein, are fair and accurate summaries of such laws and regulations and such legal documents and proceedings in accordance with the Standard Terms and Conditions and the Credit Agreement, all material respects. This opinion speaks only as of the Effective Date inserted by Administrative Agent as contemplated below (i) all date hereof and not to any prior or subsequent date, and we assume no obligation to advise you of Assignor's rights and obligations as a Lender under any changes in the Credit Agreement and the other Loan Documents foregoing subsequent to the extent related to the amount and percentage interest identified below delivery of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documents, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action, and any other right of Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or this opinion. This opinion has been prepared solely for your use in connection with the Credit Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any offering of the foregoingsecurities and may not be used, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims, and all other claims at law quoted or in equity related otherwise referred to or relied upon by any person or entity without the rights and obligations sold and assigned pursuant to CLAUSE (I) above (the rights and obligations sold and assigned pursuant to CLAUSES (I) and (II) above, collectively, the "ASSIGNED Interest"). Such sale and assignment is without recourse to Assignor and, except as expressly provided in prior written consent of this Assignment and Assumption, without representation or warranty by Assignor. ================================================================================ 1 ASSIGNOR: -------------------------------------------------------------------------------- 3 BORROWERS USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust [any new Investment Company] (not in their individual capacities but on behalf of and for the benefit of the series of funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement) -------------------------------------------------------------------------------- 4 ADMINISTRATIVE AGENT Bank of America, N.A., as the Administrative Agent under the Credit Agreement -------------------------------------------------------------------------------- 5 EFFECTIVE DATE2 -------------------------------------------------------------------------------- 1 Must be Eligible Assignee, as defined in the Credit Agreementfirm.
Appears in 1 contract
Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior Vice PresidentCELADON GROUP, Secretary & Counsel USAA Investment Management Company EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION INC., as Borrower Representative By: Name: Title: This Assignment Notice of Borrowing is given by _____________________, a Responsible Officer of Celadon Group, Inc., a Delaware corporation (the "Borrower Representative"), pursuant to that certain Credit and Assumption (this "ASSIGNMENT AND ASSUMPTION") is Security Agreement dated as of July 31, 2019 among the Effective Date Borrower Representative, the Subsidiaries of Borrower Representative party thereto as Borrowers and any additional Borrower that may hereafter be added thereto (collectively, "Borrowers"), MidCap Financial Trust, individually as a Lender and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"). Capitalized terms used herein without definition shall have the meanings set forth below and is entered into by and between in the Credit Agreement. The undersigned Responsible Officer hereby gives notice to Agent of Borrower Representative's request to on _______________, 20__ borrow $_______________ ("ASSIGNOR") and of Loans on __________, 20____("ASSIGNEE"). Capitalized terms used but not defined herein shall have the meanings given to them Attached is a Borrowing Base Certificate complying in all respects with the Credit Agreement dated as of January 8and confirming that, 2004 (as amended, modified, or extendedafter giving effect to the requested advance, the "CREDIT AGREEMENT")Revolving Loan Outstandings will not exceed the Revolving Loan Limit. The undersigned officer hereby certifies that, among USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., both before and USAA State Tax-Free Trust after giving effect to the request above (not in their respective individual capacities, but on behalf of and for the benefit a) each of the series of Funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement), the Lenders from time to time party thereto, State Street Bank and Trust Company, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of which is hereby acknowledged by Assignee. The Standard Terms and Conditions conditions precedent set forth in ANNEX 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed considerationSection 7.2 have been satisfied, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by Administrative Agent as contemplated below (ib) all of Assignor's rights the representations and obligations as a Lender under warranties contained in the Credit Agreement and the other Loan Financing Documents are true, correct and complete as of the date hereof, except to the extent related such representation or warranty relates to the amount a specific date, in which case such representation or warranty is true, correct and percentage interest identified below of all complete as of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documentsearlier date, and (iic) to no Default or Event of Default has occurred and is continuing on the extent permitted to be assigned under applicable law, all claims, suits, causes of action, and any other right of Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims, and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to CLAUSE (I) above (the rights and obligations sold and assigned pursuant to CLAUSES (I) and (II) above, collectively, the "ASSIGNED Interest"). Such sale and assignment is without recourse to Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by Assignor. ================================================================================ 1 ASSIGNOR: -------------------------------------------------------------------------------- 3 BORROWERS USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust [any new Investment Company] (not in their individual capacities but on behalf of and for the benefit of the series of funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement) -------------------------------------------------------------------------------- 4 ADMINISTRATIVE AGENT Bank of America, N.A., as the Administrative Agent under the Credit Agreement -------------------------------------------------------------------------------- 5 EFFECTIVE DATE2 -------------------------------------------------------------------------------- 1 Must be Eligible Assignee, as defined in the Credit Agreementdate hereof.
Appears in 1 contract
Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior Vice PresidentArc Logistics Partners LP By: Arc Logistics GP LLC, Secretary & Counsel USAA Investment Management Company EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION its general partner By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Executive Officer Agreed to and accepted: Arc Terminals Joliet Holdings LLC By: Arc Terminals Holdings LLC, its sole member By: Arc Logistics LLC, its sole member By: Arc Logistics Partners LP, its sole member By: Arc Logistics GP LLC, its general partner By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Executive Officer Arc Logistics Partners LP $ 129,600,000.00 Aircraft Services Corporation $ 86,400,000.00 Arc Terminals Joliet Holdings LLC c/o Arc Logistics Partners LP 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: This Assignment letter agreement sets forth the commitment of Aircraft Services Corporation (“Sponsor”), on the terms and Assumption subject to the conditions described below, to purchase, or cause the purchase of, the equity of Arc Terminals Joliet Holdings LLC, a Delaware limited liability company (this "ASSIGNMENT AND ASSUMPTION"“Buyer”) is in connection with the transaction contemplated by that certain Membership Interest Purchase Agreement dated as of the Effective Date set forth below and is entered into by and between ______________ ("ASSIGNOR") and ______________("ASSIGNEE"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement dated as of January 8, 2004 date hereof (as amended, modifiedrestated, supplemented or extended, the "CREDIT AGREEMENT"), among USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust (not in their respective individual capacities, but on behalf of and for the benefit of the series of Funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement), the Lenders otherwise modified from time to time party theretotime, State Street Bank the “Purchase Agreement”) and entered into concurrently herewith by and among Buyer and CenterPoint Properties Trust Company(“Seller”), as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of pursuant to which is hereby acknowledged by Assignee. The Standard Terms and Conditions set forth in ANNEX 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from AssignorBuyer has agreed, subject to and in accordance with the Standard Terms terms and Conditions conditions thereof, to purchase from Seller all of Seller’s right, title and the Credit Agreement, as interest in all of the Effective Date inserted by Administrative Agent as contemplated below issued and outstanding limited liability company interests of Joliet Bulk, Barge & Rail LLC, a Delaware limited liability company (i) all of Assignor's rights the “Company”; and obligations as a Lender under such acquisition, the Credit Agreement and the other Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documents, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action, and any other right of Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, “Transaction”). Each capitalized term used but not limited to, contract claims, tort claims, malpractice claims, statutory claims, and all other claims at law or defined in equity related this letter agreement will have the meaning ascribed to it in the rights and obligations sold and assigned pursuant to CLAUSE (I) above (the rights and obligations sold and assigned pursuant to CLAUSES (I) and (II) above, collectively, the "ASSIGNED Interest"). Such sale and assignment is without recourse to Assignor andPurchase Agreement, except as expressly otherwise provided in this Assignment and Assumption, without representation or warranty by Assignor. ================================================================================ 1 ASSIGNOR: -------------------------------------------------------------------------------- 3 BORROWERS USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust [any new Investment Company] (not in their individual capacities but on behalf of and for the benefit of the series of funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement) -------------------------------------------------------------------------------- 4 ADMINISTRATIVE AGENT Bank of America, N.A., as the Administrative Agent under the Credit Agreement -------------------------------------------------------------------------------- 5 EFFECTIVE DATE2 -------------------------------------------------------------------------------- 1 Must be Eligible Assignee, as defined in the Credit Agreementbelow.
Appears in 1 contract
Samples: Interim Investors Agreement (Arc Logistics Partners LP)
Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior Vice President, Secretary & Counsel USAA Investment Management Company EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "ASSIGNMENT AND ASSUMPTION") is dated as of the Effective Date set forth below and is entered into by and between s/ Arent Fox PLLC ___________________ Arent Fox PLLC (Logo) Pioneer Behavioral Health 000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 (000) 000-0000 Fax (000) 000-0000 December 19, 2006 Camden Partners Limited Partnership c/o Camden Partners Holdings, LLC 000 Xxxx Xxxxx Xxxxxx, Suite 1200 Baltimore, Maryland 21202 Re: PHC. Inc. Gentlemen: I have acted as in-house counsel for PHC, Inc., a Massachusetts corporation (the "ASSIGNOR") and ______________("ASSIGNEECompany"). Capitalized terms used but not defined herein shall have , in connection with the meanings given sale by the Company to them in Camden Partners Limited Partnership, a Delaware limited partnership (the Credit "Purchaser" or "you"), of 961,539 shares of the Company's Class A Common Stock, par value $0.01 per share (the "Shares"), pursuant to the Securities Purchase Agreement dated as of January 8December 19, 2004 2006 (the "Purchase Agreement") between the Company the Purchaser and the execution and delivery by the Company of the Registration Rights Agreement dated as amendedof December 19, modified2006 (the "Registration Rights Agreement") between the Company the Purchaser. The Purchase Agreement and the Registration Rights Agreement are referred to herein collectively as the "Agreements." Unless otherwise defined herein, capitalized terms used herein have the respective meaning given them in the Agreements. In rendering this opinion, I have made such legal and factual examinations and inquiries as I have deemed advisable or extendednecessary for the purpose of rendering this opinion. As to matters of fact material to the opinions expressed herein, I have relied without independent investigation upon the representations and warranties as to factual matters contained in and made by the Company pursuant to the Purchase Agreement and upon certificates and statements of government officials and of officers of the Company. In addition, I have examined originals or copies of documents, corporate records and other writings which I consider relevant for the purposes of this opinion. In such examination, I have assumed the genuineness of all signatures on original documents, the conformity to original documents of all copies submitted to me and the due execution and delivery of all documents (except for the due execution and delivery of the Agreements by the Company) where due execution and delivery are a prerequisite to the effectiveness thereof. As used in this opinion, the expression "CREDIT AGREEMENTto my knowledge" or ")known to me" with reference to matters of fact refers to my current actual knowledge, among USAA Mutual Fundafter an examination of documents referred to herein and after the examinations and inquiries described in the foregoing paragraph. Except to the extent expressly Camden Partners Limited Partnership December 19,2006 Page 2 set forth herein, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc.I have not undertaken any independent investigation to determine the existence or absence of any facts, and USAA State Tax-Free Trust (not in their respective individual capacities, but on behalf of and for the benefit no inference as to my knowledge of the series existence or absence or any such facts should be drawn from my representation of Funds comprising each such Investment the Company or the rendering of the opinions set forth below. I express no opinion as listed on SCHEDULE 2 to matters governed by any laws other than the Credit Agreement), laws of the Lenders from time Commonwealth of Massachusetts. To the extent that laws other than the foregoing are . applicable. with respect to time party thereto, State Street Bank and Trust Company, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of which is hereby acknowledged by Assignee. The Standard Terms and Conditions matters set forth in ANNEX 1 attached hereto this opinion, I have assumed that such laws are hereby agreed either identical to, or would be applied in a manner consistent with, the laws of the Commonwealth of Massachusetts. I assume no obligation to and incorporated herein by reference and made a part supplement this letter if my of this Assignment and Assumption as if the applicable laws change in any manner. In rendering the opinion set forth herein in fullparagraph (a) below, I have relied exclusively on my inspection of the corporate records available for inspection through the web page maintained by Corporations Division of the Massachusetts Secretary of the Commonwealth. For an agreed consideration, Assignor hereby irrevocably sells Based upon foregoing and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreementqualifications set forth herein, as I am of the Effective Date inserted by Administrative Agent as contemplated below (i) all of Assignor's rights and obligations as a Lender under the Credit Agreement and the other Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documents, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action, and any other right of Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims, and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to CLAUSE (I) above (the rights and obligations sold and assigned pursuant to CLAUSES (I) and (II) above, collectively, the "ASSIGNED Interest"). Such sale and assignment is without recourse to Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by Assignor. ================================================================================ 1 ASSIGNOR: -------------------------------------------------------------------------------- 3 BORROWERS USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust [any new Investment Company] (not in their individual capacities but on behalf of and for the benefit of the series of funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement) -------------------------------------------------------------------------------- 4 ADMINISTRATIVE AGENT Bank of America, N.A., as the Administrative Agent under the Credit Agreement -------------------------------------------------------------------------------- 5 EFFECTIVE DATE2 -------------------------------------------------------------------------------- 1 Must be Eligible Assignee, as defined in the Credit Agreement.opinion that:
Appears in 1 contract
Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior Vice President, Secretary & Counsel USAA Investment Management Company EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "ASSIGNMENT AND ASSUMPTION") is dated as Accepted on Behalf of the Effective Date set forth below and is entered into by and between The Savings Bank of Manchester By: _________________________________ ("ASSIGNOR") and Date: _____________________ PROMISSORY NOTE --------------- $_________________ _______,2000 PRINCIPAL FOR VALUE RECEIVED, the undersigned, THE SAVINGS BANK OF MANCHESTER EMPLOYEE STOCK OWNERSHIP PLAN TRUST ("ASSIGNEE"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement dated as of January 8, 2004 (as amended, modified, or extended, the "CREDIT AGREEMENTBorrower"), among USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust (not in their respective individual capacities, but on behalf of and for the benefit of the series of Funds comprising each such Investment Company as listed on SCHEDULE 2 hereby promises to pay to the Credit Agreementorder of CONNECTICUT BANCSHARES, INC. ("Lender"), the Lenders from time to time party thereto, State Street Bank and Trust Company, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of which is hereby acknowledged by Assignee. The Standard Terms and Conditions set forth in ANNEX 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and ________________________ dollars ($___________) payable in accordance with the Standard Terms Loan Agreement made and Conditions entered into between the Borrower and the Credit Lender of even date herewith ("Loan Agreement") pursuant to which this Promissory Note is issued. The Principal Amount of this Promissory Note shall be payable in accordance with the schedule attached hereto ("Schedule I"). This Promissory Note shall bear interest at the rate per annum set for or established under the Loan Agreement, such interest to be payable in accordance with Schedule I. Anything herein to the contrary notwithstanding, the obligation of the Borrower to make payments of interest shall be subject to the limitation that payments of interest shall not be required to be made to the Lender to the extent that the Lender's receipt thereof would not be permissible under the law or laws applicable to the Lender limiting rates on interest which may be charged or collected by the Lender. Any such payments on interest which are not made as a result of the limitation referred to in the preceding sentence shall be made by the Borrower to the Lender on the earliest interest payment date or dates on which the receipt thereof would be permissible under the laws applicable to the Lender limiting rates of interest which may be charges or collected by the Lender. Such deferred interest shall not bear interest. Payments of both principal and interest on this Promissory Note are to be made at the principal office of the Lender or such other place as the holder hereof shall designate to the Borrower in writing, in lawful money of the United States of America in immediately available funds. Failure to make any payments of principal on this Promissory Note when due, or failure to make any payment of interest on this Promissory Note not later than five (5) Business Days after the date when due, shall constitute a default hereunder, whereupon the principal amount of accrued interest on this Promissory Note shall immediately become due and payable in accordance with the terms of the Loan Agreement. This Promissory Note is secured by a Pledge Agreement between the Borrower and the Lender of even date herewith and is entitled to the benefits thereof. THE SAVINGS BANK OF MANCHESTER EMPLOYEE STOCK OWNERSHIP PLAN TRUST ____________________________________ __________________, as Trustee LOAN AGREEMENT -------------- THIS LOAN AGREEMENT ("Loan Agreement") is made and entered in as of the Effective Date inserted __ day of___________, 2000, by Administrative Agent as contemplated below and between THE SAVINGS BANK OF MANCHESTER EMPLOYEE STOCK OWNERSHIP PLAN TRUST (i) all "Borrower"), a trust forming part of Assignor's rights The Savings Bank of Manchester Employee Stock Ownership Plan ("ESOP"); and obligations as Connecticut Bancshares, Inc. ("Lender"), a Lender corporation organized and existing under the Credit Agreement and the other Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documents, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action, and any other right of Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any laws of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims, and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to CLAUSE (I) above (the rights and obligations sold and assigned pursuant to CLAUSES (I) and (II) above, collectively, the "ASSIGNED Interest"). Such sale and assignment is without recourse to Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by Assignor. ================================================================================ 1 ASSIGNOR: -------------------------------------------------------------------------------- 3 BORROWERS USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust [any new Investment Company] (not in their individual capacities but on behalf of and for the benefit of the series of funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement) -------------------------------------------------------------------------------- 4 ADMINISTRATIVE AGENT Bank of America, N.A., as the Administrative Agent under the Credit Agreement -------------------------------------------------------------------------------- 5 EFFECTIVE DATE2 -------------------------------------------------------------------------------- 1 Must be Eligible Assignee, as defined in the Credit AgreementDelaware.
Appears in 1 contract
Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior Vice PresidentXXXXXXX XXXXX CREDIT PARTNERS L.P., Secretary & Counsel USAA Investment Management Company EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION This Assignment as First Lien Collateral Agent By: Authorized Signatory cc: Capital Source [Pledgor] [Letterhead of applicable Collateral Agent] [Date] [Name and Assumption Address of Issuer] Attention: [ ] You are hereby notified that the Uncertificated Securities Control Agreement between you, [Name of Pledgor] (this "ASSIGNMENT AND ASSUMPTION"the “Pledgor”) and the undersigned (a copy of which is attached) is terminated and you have no further obligations to the undersigned pursuant to such Agreement. Notwithstanding any previous instructions to you, you are hereby instructed to accept all future directions with respect to Pledged Shares (as defined in the Uncertificated Securities Control Agreement) from the Pledgor. This notice terminates any obligations you may have to the undersigned with respect to the Pledged Shares, however nothing contained in this notice shall alter any obligations which you may otherwise owe to the Pledgor pursuant to any other agreement. You are instructed to deliver a copy of this notice by facsimile transmission to the Pledgor. Very truly yours, [XXXXXXX SACHS CREDIT PARTNERS L.P., as First Lien Collateral Agent By: Authorized Signatory] [CAPITALSOURCE FINANCE LLC, as Second Lien Collateral Agent By: Name: Title: ] This Securities Account Control Agreement dated as of [ ], 20[ ] (as amended, supplemented or otherwise modified from time to time, this “Agreement”) among[ ] (the Effective Date set forth below “Debtor”), XXXXXXX XXXXX CREDIT PARTNERS L.P., as collateral agent for the First Lien Claimholders (the “First Lien Collateral Agent”),[ ], as collateral agent for the Second Lien Claimholders (the “Second Lien Collateral Agent” and is entered into by and between ______________ ("ASSIGNOR"together with the First Lien Collateral Agent, the “Collateral Agents”) and ______________CAPITALSOURCE FINANCE LLC, in its capacity as a “securities intermediary” as defined in Section 8-102 of the UCC ("ASSIGNEE"in such capacity, the “Securities Intermediary”). Capitalized terms used but not defined herein shall have the meanings given to them meaning assigned thereto in the Credit Agreement Intercreditor Agreement, dated [as of January 8the date hereof], 2004 among the Debtor, the other Grantors party thereto and the Collateral Agent (as amended, modifiedrestated, supplemented or extended, the "CREDIT AGREEMENT"), among USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust (not in their respective individual capacities, but on behalf of and for the benefit of the series of Funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement), the Lenders otherwise modified from time to time party theretotime, State Street Bank and Trust Company, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of which is hereby acknowledged by Assigneethe “Intercreditor Agreement”). The Standard Terms and Conditions set forth in ANNEX 1 attached hereto are hereby agreed to and incorporated All references herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by Administrative Agent as contemplated below (i) all of Assignor's rights and obligations as a Lender under the Credit Agreement and the other Loan Documents to the extent related to “UCC” shall mean the amount and percentage interest identified below of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documents, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action, and any other right of Assignor (Uniform Commercial Code as in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims, and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to CLAUSE (I) above (the rights and obligations sold and assigned pursuant to CLAUSES (I) and (II) above, collectively, the "ASSIGNED Interest"). Such sale and assignment is without recourse to Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by Assignor. ================================================================================ 1 ASSIGNOR: -------------------------------------------------------------------------------- 3 BORROWERS USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust [any new Investment Company] (not in their individual capacities but on behalf of and for the benefit of the series of funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement) -------------------------------------------------------------------------------- 4 ADMINISTRATIVE AGENT Bank of America, N.A., as the Administrative Agent under the Credit Agreement -------------------------------------------------------------------------------- 5 EFFECTIVE DATE2 -------------------------------------------------------------------------------- 1 Must be Eligible Assignee, as defined effect in the Credit AgreementState of New York.
Appears in 1 contract
Samples: First Lien Pledge and Security Agreement (Arizona Chemical Ltd.)
Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior Vice PresidentXxxxx Fargo Bank, Secretary & National Association, operating through its Xxxxx Fargo Business Credit operating division By: Name: Xxxxx Xxxxxxxx Title: Authorized Signatory By: Name: Title: By: Name: Title: Interface, Inc. 0000 Xxxxx Xxxxx Xxxx Xxxxx 0000 Xxxxxxx, Xxxxxxx 00000 Attn: General Counsel USAA Investment Management Company EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION Bentley Prince Street, Inc. 00000 Xxxx Xxx Xxxxxx Road City of Industry, California 91746 Attn: Xxxx Xxxxx Re: Accounts Receivable Payments from Customers of Interface, Inc. and Affiliates. Ladies and Gentlemen: This Assignment letter shall notify you that Interface, Inc. (“IFI”) has entered into that certain Seventh Amended and Assumption (this "ASSIGNMENT AND ASSUMPTION") is Restated Credit Agreement, dated as of June 24, 2011 (the Effective Date set forth below and is entered into “Senior Secured Credit Agreement”), by and between ______________ ("ASSIGNOR") and ______________("ASSIGNEE"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement dated as of January 8among IFI, 2004 (as amendedInterfaceflor, modified, or extendedLLC, the "CREDIT AGREEMENT"banks and lending institutions listed on the signature pages thereof and such other banks and lending institutions which become lenders thereto (collectively, the “Lenders”), among USAA Mutual FundXxxxx Fargo Bank, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust National Association (not in their respective individual capacities, but on behalf of and for the benefit of the series of Funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement“Domestic Agent”), the Lenders from time to time party thereto, State Street Bank and Trust Company, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of which is hereby acknowledged by Assignee. The Standard Terms and Conditions set forth in ANNEX 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by Administrative Agent as contemplated below (i) all of Assignor's rights and obligations as a Lender under the Credit Agreement and the other Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documents, N.A. and (ii) granted a first priority security interest to the extent permitted to be assigned under applicable lawDomestic Agent, all claims, suits, causes of action, and any other right of Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims, and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to CLAUSE (I) above (the rights and obligations sold and assigned pursuant to CLAUSES (I) and (II) above, collectively, the "ASSIGNED Interest"). Such sale and assignment is without recourse to Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by Assignor. ================================================================================ 1 ASSIGNOR: -------------------------------------------------------------------------------- 3 BORROWERS USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust [any new Investment Company] (not in their individual capacities but on behalf of and for the benefit of itself and the series of funds comprising each such Investment Company as listed on SCHEDULE 2 Lenders, in, among other things, all IFI’s and its subsidiaries right, title, and interest in and to the IFI’s and its subsidiaries account receivables and all proceeds (including cash collections) thereof (collectively, the “Collateral”). We understand that (i) IFI, through its subsidiary, has sold all of its ownership interest in the stock of Bentley Prince Street, Inc. (“BPS”) to Bentley Prince Street Holdings, Inc., a Delaware corporation (“BPSH”), pursuant to that certain Stock Purchase Agreement dated on or about the date hereof (the “Stock Purchase Agreement”) among Interface Americas Holdings, LLC, Interface, Inc. and BPSH (the effective date and time of such sale of stock being referred to herein as the “Effective Time”), (ii) BPSH, or an affiliate thereof, including without limitation BPS and Prince Street, Inc. (referred to herein collectively as the “BPS Entities”) may receive payments in respect of the Collateral (such payment in respect of the Collateral being referred to herein as the “Interface A/R Collections”), and (iii) on and after the Effective Time the Interface A/R Collections may continue to be received in or deposited into one or more deposit accounts of one or more BPS Entities, maintained with Xxxxx Fargo Bank (such deposit accounts of the BPS Entities referred to herein collectively as the “BPSH Deposit Accounts”). By executing and delivering a copy of this letter, and in order to comply with the Senior Secured Credit Agreement) -------------------------------------------------------------------------------- 4 ADMINISTRATIVE AGENT Bank , each of America, N.A., as the Administrative Agent under parties to this letter acknowledge and agree to the Credit Agreement -------------------------------------------------------------------------------- 5 EFFECTIVE DATE2 -------------------------------------------------------------------------------- 1 Must be Eligible Assignee, as defined in the Credit Agreement.following:
Appears in 1 contract
Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior Vice PresidentSELLER: WRPV XI FX XXXXXX, Secretary & Counsel USAA Investment Management L.P. a Delaware limited partnership By: Its: BUYER: By: Its: The sum of $250,000 of exxxxxx money will be deposited with Heritage Title Company EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "ASSIGNMENT AND ASSUMPTION") is dated of Austin, as of the Effective Date set forth below and is entered into by and between ______________ escrowee ("ASSIGNOR") and ______________("ASSIGNEE"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement dated as of January 8, 2004 (as amended, modified, or extended, the "CREDIT AGREEMENTEscrowee"), among USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc.on or about the time of the execution of this Escrow Agreement, and USAA State Tax-Free Trust (not in their respective individual capacities, but on behalf an additional $150,000 of and for the benefit of the series of Funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement), the Lenders from time to time party thereto, State Street Bank and Trust Company, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of which is hereby acknowledged by Assignee. The Standard Terms and Conditions set forth in ANNEX 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignorexxxxxx money may be deposited with Escrowee, subject to and in accordance with the Standard Terms terms and Conditions and the Credit Agreement, as conditions of Section 2.2 of the Effective Date inserted Agreement of Purchase and Sale described below. All of the funds deposited with Escrowee hereunder shall be disbursed by Administrative Agent as contemplated below Escrowee only in accordance with this Exxxxxx Money Escrow Agreement (i) this “Escrow Agreement”). Escrowee is hereby expressly authorized to comply with and obey any and all orders or decrees entered or issued by any court, with or without jurisdiction, and in case Escrowee obeys or complies with any such order or decree of Assignor's rights and obligations as a Lender under any court it shall not be liable to any of the Credit Agreement and the parties hereto or any other Loan Documents to the extent related to the amount and percentage interest identified below of all person, firm or corporation by reason of such outstanding rights compliance, notwithstanding any such order or decree being entered without jurisdiction or being subsequently reversed, modified, annulled, set aside or vacated. In case of any suit or proceeding regarding this Escrow Agreement to which Escrowee is or may at any time become a party (except a suit or proceeding arising from Escrowee’s breach of its obligations hereunder), Escrowee shall have a lien on the contents hereof for any and obligations of Assignor under the Credit Agreement and the other Loan Documentsall out-of-pocket costs, and (ii) to the extent permitted to including reasonable attorneys' fees, whether such attorneys shall be assigned under applicable law, all claims, suits, causes of actionregularly retained or specially employed, and any other right reasonable expenses which it may have incurred or become liable for on account thereof, and it shall be entitled to reimburse itself therefor out of Assignor (said deposit, and the undersigned jointly and severally agree to pay Escrowee, upon demand, all such costs, fees and expenses so incurred. In no case shall the above mentioned deposits be surrendered except on an order signed by the parties hereto, their respective legal representatives or assigns, or in obedience of the process or order of court as aforesaid, or in compliance with the Agreement of Purchase and Sale described below. Deposits made pursuant to these instructions shall be invested on behalf of Buyer; provided that any direction to Escrowee for such investment shall be expressed in writing, and also provided that Escrowee is in receipt of the taxpayer's identification number and investment forms as required. Escrowee will, upon request, furnish information concerning its capacity procedures and fee schedules for investment. In the event the Escrowee is requested to invest deposits hereunder, Escrowee is not to be held responsible for any loss of principal or interest which may be incurred as a Lender) against result of making the investment for the purposes of these escrow instructions unless such loss results from the gross negligence or intentional misconduct of Escrowee. Except as to deposits of funds for which Escrowee has received express written direction concerning investment or other handling, the parties hereto agree that the Escrowee shall be under no duty to invest or reinvest any Persondeposits at any time held by it hereunder. Escrowee may commingle any uninvested deposits with other deposits or with its own funds in the manner permitted under applicable law; provided, whether known or unknownhowever, arising under or nothing herein shall diminish Escrowee's obligation to apply the full amount of the deposits, plus all interest and earnings thereon, in connection accordance with the Credit terms of this Escrow Agreement. The undersigned Buyer and Seller acknowledge that the amount deposited hereunder is the Exxxxxx Money described in and governed by that certain Agreement of Purchase and Sale dated January ___ 2015, any other Loan Document, any other documents or instruments delivered pursuant thereto, or between the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims, undersigned Seller and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to CLAUSE (I) above Buyer (the rights and obligations sold and assigned pursuant to CLAUSES (I) and (II) above, collectively, the "ASSIGNED InterestAgreement"). Such sale Seller and assignment Buyer agree to execute all joint directions and take all other actions required hereunder to cause the Exxxxxx Money to be disbursed and applied in the manner required under said Agreement. If Escrowee shall receive an instruction (hereinafter the “Instruction”) with respect to the Exxxxxx Money that is without recourse contrary to Assignor andthe Agreement, except or any part thereof, from Seller but not from Buyer, or from Buyer but not from Seller (the party giving the Instruction being hereinafter referred to as expressly provided the “Instructing Party” and the party which shall not have given the Instruction being hereinafter referred to as the “Non-Instructing Party”), Escrowee shall transmit a copy of the Instruction received from the Instructing Party to the Non-Instructing Party. Escrowee shall refrain from acting in this Assignment and Assumption, without representation or warranty by Assignor. ================================================================================ 1 ASSIGNOR: -------------------------------------------------------------------------------- 3 BORROWERS USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc.accordance with the Instruction for three (3) business days after receipt of such Instruction, and USAA State Taxthereafter shall act in accordance with the Instruction unless the Non-Free Trust [any new Investment Company] Instructing Party shall have notified Escrowee in writing within such three (not in their individual capacities but on behalf of and for 3) business day period objecting to the benefit disbursement of the series of funds comprising each Exxxxxx Money in accordance with the Instruction. Each party shall only object if it has a good faith basis to do so. If the Non-Instructing Party shall advise Escrowee not to comply with the Instruction within such Investment Company as listed on SCHEDULE 2 to three (3) business day period, Escrowee shall not act in accordance with the Credit Agreement) -------------------------------------------------------------------------------- 4 ADMINISTRATIVE AGENT Bank of AmericaInstruction, N.A., as the Administrative Agent under the Credit Agreement -------------------------------------------------------------------------------- 5 EFFECTIVE DATE2 -------------------------------------------------------------------------------- 1 Must be Eligible Assignee, as defined in the Credit Agreement.but may thereafter either
Appears in 1 contract
Samples: Purchase and Sale Agreement (Bluerock Residential Growth REIT, Inc.)
Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior Vice President, Secretary & Counsel USAA Investment Management Company SIGNATURE ------------------------- TITLE ---------------------------- DATE BANK USE ONLY Received by: ---------------- AUTHORIZED SIGNER Date: -------------------- Verified: -------------------- AUTHORIZED Date: ------------------- EXHIBIT E FORM REVOLVING LINE PROMISSORY NOTE $5,000,000 Palo Alto, California March 25, 1998 FOR VALUE RECEIVED, the undersigned, SILICON VALLEY INTERNET PARTNERS, a California corporation (the "Borrower"), promises to pay to the order of VENTURE BANKING GROUP, A DIVISION OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption CUPERTINO NATIONAL BANK (this "ASSIGNMENT AND ASSUMPTIONBank") is dated ), at such place as the holder hereof may designate, in lawful money of the Effective Date set forth below United States of America, the aggregate unpaid principal amount of all Advances made by Bank to Borrower under SECTION 2.1 of that certain Amended and is entered into by Restated Loan and Security Agreement between ______________ Borrower and Bank of even date herewith, as amended from time to time (the "ASSIGNOR") and ______________("ASSIGNEELoan Agreement"), up to a maximum principal amount of Five Million Dollars ($5,000,000). Capitalized Borrower shall also pay interest on the aggregate unpaid principal amount of such Advances at the rates and in accordance with the terms of the Loan Agreement. The entire principal amount and all accrued but unpaid interest thereon shall be due and payable on the Revolving Facility Maturity Date. All capitalized terms used herein but not defined herein shall have the meanings same meaning as given to them in the Credit Agreement Loan Agreement. Bank is hereby authorized by Borrower to endorse on Bank's books and records each Advance made by Bank under this Note and the amount of each payment or prepayment of principal of each such Advance received by Bank; it being understood, however, that failure to make any such endorsement (or any errors in notation) shall not affect the obligations of Borrower with respect to Advances made hereunder, and payments of principal by Borrower shall be credited to Borrower notwithstanding the failure to make a notation (or any errors in notation) thereof on such books and records. Borrower promises to pay Bank all costs and expenses of collection of this Note and to pay all reasonable attorneys' fees incurred in such collection or in any suit or action to collect this Note or in any appeal thereof. Borrower waives presentment, demand, protest, notice of protest, notice of dishonor, notice of nonpayment, and any and all other notices and demands in connection with the delivery, acceptance, performance, default or enforcement of this Note, as well as any applicable statute of limitations. No delay by Bank in exercising any power or right hereunder shall operate as a waiver of any power or right. Time is of the essence as to all obligations hereunder. This Note is issued pursuant to the Loan Agreement, which shall govern the rights and obligations of Borrower with respect to all obligations hereunder. This Note amends and restates in its entirety that certain Revolving Line Promissory Note made by Borrower in favor of Bank dated as July 25, 1997. BORROWER AND BANK HEREBY WAIVE THEIR RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS NOTE, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. This Note shall be deemed to be made under, and shall be construed in accordance with and governed by the laws of January 8the State of California, 2004 (as amendedexcluding conflicts of laws principles. SILICON VALLEY INTERNET PARTNERS By: -------------------------- Printed Name: ---------------- Title: ----------------------- EXHIBIT F EQUIPMENT LINE PROMISSORY NOTE $1,250,000. Palo Alto, modifiedCalifornia March 25, or extended1998 FOR VALUE RECEIVED, the undersigned, SILICON VALLEY INTERNET PARTNERS, a California corporation (the "CREDIT AGREEMENTBorrower"), among USAA Mutual Fundpromises to pay to the order of VENTURE BANKING GROUP, Inc.A DIVISION OF CUPERTINO NATIONAL BANK ("Bank"), USAA Investment Trustat such place as the holder hereof may designate, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust (not in their respective individual capacities, but on behalf of and for the benefit lawful money of the series United States of Funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement)America, the Lenders aggregate unpaid principal amount of all Advances made by Bank to Borrower under SECTION 2.4 of that certain Amended and Restated Loan and Security Agreement between Borrower and Bank of even date herewith, as amended from time to time party thereto(the "Loan Agreement"), State Street Bank up to a maximum principal amount of One Million Two Hundred and Trust Company, as operations agent for such lenders, Fifty Thousand Dollars ($1,250,000). Borrower shall pay installments of principal and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of which is hereby acknowledged by Assignee. The Standard Terms and Conditions set forth in ANNEX 1 attached hereto are hereby agreed interest with respect to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and Equipment Advances in accordance with SECTIONS 2.4 and 2.6 of the Standard Terms Loan Agreement. All capitalized terms used herein but not defined herein shall have the same meaning as given to them in the Loan Agreement. Bank is hereby authorized by Borrower to endorse on Bank's books and Conditions records each Advance made by Bank under this Note and the Credit amount of each payment or prepayment of principal of each such Advance received by Bank; it being understood, however, that failure to make any such endorsement (or any errors in notation) shall not affect the obligations of Borrower with respect to Advances made hereunder, and payments of principal by Borrower shall be credited to Borrower notwithstanding the failure to make a notation (or any errors in notation) thereof on such books and records. Borrower promises to pay Bank all costs and expenses of collection of this Note and to pay all reasonable attorneys' fees incurred in such collection or in any suit or action to collect this Note or in any appeal thereof. Borrower waives presentment, demand, protest, notice of protest, notice of dishonor, notice of nonpayment, and any and all other notices and demands in connection with the delivery, acceptance, performance, default or enforcement of this Note, as well as any applicable statute of limitations. No delay by Bank in exercising any power or right hereunder shall operate as a waiver of any power or right. Time is of the essence as to all obligations hereunder. This Note is issued pursuant to the Loan Agreement, as of which shall govern the Effective Date inserted by Administrative Agent as contemplated below (i) all of Assignor's rights and obligations as a Lender under the Credit Agreement and the other Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of Assignor under the Credit Agreement Borrower with respect to all obligations hereunder. This Note amends and the other Loan Documentsrestates in its entirety that certain Equipment Line Promissory Note made be Borrower in favor of Bank dated September 19, 1996. BORROWER AND BANK HEREBY WAIVE THEIR RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS NOTE, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. This Note shall be deemed to be made under, and (ii) to shall be construed in accordance with and governed by the extent permitted to be assigned under applicable law, all claims, suits, causes of action, and any other right of Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any laws of the foregoingState of California, includingexcluding conflicts of laws principles. SILICON VALLEY INTERNET PARTNERS By: ---------------------------- Title: ------------------------- EXHIBIT G FORTUNE 500 ACCOUNTS XXXXXXX XXXXX & CO., but not limited to, contract claims, tort claims, malpractice claims, statutory claims, and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to CLAUSE (I) above (the rights and obligations sold and assigned pursuant to CLAUSES (I) and (II) above, collectively, the "ASSIGNED Interest")INC. Such sale and assignment is without recourse to Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by AssignorBANKAMERICA CORPORATION AMERICAN EXPRESS COMPANY X.X. XXXXXX & CO. ================================================================================ 1 ASSIGNOR: -------------------------------------------------------------------------------- 3 BORROWERS USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust [any new Investment Company] (not in their individual capacities but on behalf of and for the benefit of the series of funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement) -------------------------------------------------------------------------------- 4 ADMINISTRATIVE AGENT INCORPORATED XXXXX FARGO & COMPANY THE BANK OF NEW YORK COMPANY Tandem Compaq Deutshche Bank of America, N.A., as the Administrative Agent under the Credit Agreement -------------------------------------------------------------------------------- 5 EFFECTIVE DATE2 -------------------------------------------------------------------------------- 1 Must be Eligible Assignee, as defined in the Credit Agreement.SCHEDULE
Appears in 1 contract
Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior Vice President, Secretary & Counsel USAA Investment Management Company EXHIBIT E ANNEX IV FORM OF ASSIGNMENT AND ASSUMPTION THELXX XXXX & XRIEST LLP OPINION Goldxxx, Xxchs & Co. 85 Bxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxdies and Gentlemen: This Assignment and Assumption firm has acted as special environmental counsel to Orion Power Holdings, Inc., a Delaware corporation (this the "ASSIGNMENT AND ASSUMPTIONCompany") is on certain limited matters with regard to the issuance and sale by the Company of up to $230,000,000 in aggregate principal amount of its [___] Convertible Senior Notes due 2008 (the "Notes") pursuant to the Underwriting Agreement, dated as of [ ], 2001 (the Effective Date set forth below and is entered into by and between ______________ ("ASSIGNORUnderwriting Agreement") between the Company and ______________the Underwriters named in Schedule I thereto (the "ASSIGNEEUnderwriters"). Capitalized terms used but This opinion is being delivered to you pursuant to Section 8(d) of the Underwriting Agreement. In our review, we have assumed the accuracy and completeness of all statements of fact relating to the Company and its operations and products and have made no independent investigation for purposes of rendering this opinion. This opinion relates solely to matters of environmental law. We are licensed and authorized to practice law under the laws of the United States and the states of New York and California. This opinion relates solely to environmental laws and legal documents or proceedings promulgated under the laws of the United States and the state of New York and we do not defined herein shall have offer any opinions regarding laws or legal proceedings outside those jurisdictions. We express no opinion regarding the meanings given requirements, status or need for FERC certification or compliance with FERC's guidelines, rules or regulations. Based on and subject to them the foregoing, we are of the opinion that the statements in the Credit Agreement dated as Prospectus under the captions "Risk Factors - The costs of January 8, 2004 (as amended, modified, or extended, the compliance with existing and future environmental regulations could adversely affect our cash flow and profitability" and "CREDIT AGREEMENT"), among USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust (not in their respective individual capacities, but on behalf of and for the benefit of the series of Funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement), the Lenders from time to time party thereto, State Street Bank and Trust Company, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of which is hereby acknowledged by Assignee. The Standard Terms and Conditions set forth in ANNEX 1 attached hereto Risk Factors - We are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to stringent governmental regulation, which may be burdensome or lead to significant costs or liabilities" and [under the caption] "Business-Regulation-Environmental Regulation," solely insofar as such statements purport to describe the laws or legal documents or legal proceedings referred to therein, are fair and accurate summaries of such laws and regulations and such legal documents and proceedings in accordance with the Standard Terms and Conditions and the Credit Agreement, all material respects. This opinion speaks only as of the Effective Date inserted by Administrative Agent as contemplated below (i) all date hereof and not to any prior or subsequent date, and we assume no obligation to advise you of Assignor's rights and obligations as a Lender under any changes in the Credit Agreement and the other Loan Documents foregoing subsequent to the extent related to the amount and percentage interest identified below delivery of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documents, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action, and any other right of Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or this opinion. This opinion has been prepared solely for your use in connection with the Credit Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any offering of the foregoingsecurities and may not be used, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims, and all other claims at law quoted or in equity related otherwise referred to or relied upon by any person or entity without the rights and obligations sold and assigned pursuant to CLAUSE (I) above (the rights and obligations sold and assigned pursuant to CLAUSES (I) and (II) above, collectively, the "ASSIGNED Interest"). Such sale and assignment is without recourse to Assignor and, except as expressly provided in prior written consent of this Assignment and Assumption, without representation or warranty by Assignor. ================================================================================ 1 ASSIGNOR: -------------------------------------------------------------------------------- 3 BORROWERS USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust [any new Investment Company] (not in their individual capacities but on behalf of and for the benefit of the series of funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement) -------------------------------------------------------------------------------- 4 ADMINISTRATIVE AGENT Bank of America, N.A., as the Administrative Agent under the Credit Agreement -------------------------------------------------------------------------------- 5 EFFECTIVE DATE2 -------------------------------------------------------------------------------- 1 Must be Eligible Assignee, as defined in the Credit Agreementfirm.
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