Subsidiary Guarantors. SOURCEHOV HOLDINGS, INC. SOURCEHOV LLC CORPSOURCE HOLDINGS, LLC SOURCECORP, INCORPORATED SOURCECORP BPS INC. DELIVEREX, LLC UNITED INFORMATION SERVICES, INC. ECONOMIC RESEARCH SERVICES, INC. SOURCECORP LEGAL INC. RUST CONSULTING, INC. SOURCEHOV HEALTHCARE, INC. XXXXXXXX MEDIA LLC HOV SERVICES, LLC HOV ENTERPRISE SERVICES, INC. MERIDIAN CONSULTING GROUP, LLC RUSTIC CANYON III, LLC HOV SERVICES, INC. CHARTER LASON, INC. LASON INTERNATIONAL, INC. SOURCECORP MANAGEMENT, INC. PANGEA ACQUISITIONS INC., each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President BANCTEC GROUP LLC BANCTEC, INC. BANCTEC (PUERTO RICO), INC. DOCUDATA SOLUTIONS, L.C. BANCTEC INTERMEDIATE HOLDING, INC. BTC INTERNATIONAL HOLDINGS, INC. HOVG, LLC MERCO HOLDINGS, LLC MANAGED CARE PROFESSIONALS, LLC BTC VENTURES, INC. RECOGNITION MEXICO HOLDING INC. DFG2 HOLDINGS, LLC DFG2, LLC DFG UK, LLC TRAC HOLDINGS, LLC, each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President FTS PARENT INC. TRANSCENTRA, INC. J & B SOFTWARE, INC. REGULUS HOLDING INC. REGULUS GROUP LLC REGULUS GROUP II LLC REGULUS AMERICA LLC REGULUS INTEGRATED SOLUTIONS LLC EXELA RE LLC REGULUS WEST LLC, each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President RC4 CAPITAL, LLC, as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX HOLDINGS, INC. NOVITEX INTERMEDIATE, LLC NOVITEX ACQUISITION, LLC NOVITEX ENTERPRISE SOLUTIONS, INC. SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY IBIS CONSULTING, INC., each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President SERVICES INTEGRATION GROUP, L.P. as a Subsidiary Guarantor By: SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY, its General Partner By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX GOVERNMENT SOLUTIONS, LLC as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Manager U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President
Appears in 1 contract
Samples: Indenture (Exela Technologies, Inc.)
Subsidiary Guarantors. SOURCEHOV HOLDINGSSCP DISTRIBUTORS LLC, INC. SOURCEHOV LLC CORPSOURCE HOLDINGS, LLC SOURCECORP, INCORPORATED SOURCECORP BPS INC. DELIVEREX, LLC UNITED INFORMATION SERVICES, INC. ECONOMIC RESEARCH SERVICES, INC. SOURCECORP LEGAL INC. RUST CONSULTING, INC. SOURCEHOV HEALTHCARE, INC. XXXXXXXX MEDIA LLC HOV SERVICES, LLC HOV ENTERPRISE SERVICES, INC. MERIDIAN CONSULTING GROUP, LLC RUSTIC CANYON III, LLC HOV SERVICES, INC. CHARTER LASON, INC. LASON INTERNATIONAL, INC. SOURCECORP MANAGEMENT, INC. PANGEA ACQUISITIONS INC., each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President BANCTEC GROUP LLC BANCTEC, INC. BANCTEC (PUERTO RICO), INC. DOCUDATA SOLUTIONS, L.C. BANCTEC INTERMEDIATE HOLDING, INC. BTC INTERNATIONAL HOLDINGS, INC. HOVG, LLC MERCO HOLDINGS, LLC MANAGED CARE PROFESSIONALS, LLC BTC VENTURES, INC. RECOGNITION MEXICO HOLDING INC. DFG2 HOLDINGS, LLC DFG2, LLC DFG UK, LLC TRAC HOLDINGS, LLC, each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President FTS PARENT INC. TRANSCENTRA, INC. J & B SOFTWARE, INC. REGULUS HOLDING INC. REGULUS GROUP LLC REGULUS GROUP II LLC REGULUS AMERICA LLC REGULUS INTEGRATED SOLUTIONS LLC EXELA RE LLC REGULUS WEST LLC, each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President RC4 CAPITAL, LLC, as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX HOLDINGS, INC. NOVITEX INTERMEDIATE, LLC NOVITEX ACQUISITION, LLC NOVITEX ENTERPRISE SOLUTIONS, INC. SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY IBIS CONSULTING, INC., each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President SERVICES INTEGRATION GROUP, L.P. as a Subsidiary Guarantor By: SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY, its General Partner By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX GOVERNMENT SOLUTIONS, LLC as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Manager U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee By: /s/ Xxxxxx X. Xxxx Xxxxx de la Mesa Name: Xxxxxx X. Xxxx Xxxxx de la Mesa Title: Vice President and Chief Executive Officer ALLIANCE TRADING, INC., as Subsidiary Guarantor By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: President CYPRESS, INC., as Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: President SUPERIOR POOL PRODUCTS LLC, as Subsidiary Guarantor By: /s/ Xxxxxx X. Xxxxx de la Mesa Name: Xxxxxx X. Xxxxx de la Mesa Title: President and Chief Executive Officer SCP ACQUISITION CO. LLC, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Xxxxxx X. Xxxxx de la Mesa Name: Xxxxxx X. Xxxxx de la Mesa Title: President and Chief Executive Officer [Second Amendment – SCP Pool Corporation] SCP INTERNATIONAL, INC., as Subsidiary Guarantor By: /s/ Xxxxxx X. Xxxxx de la Mesa Name: Xxxxxx X. Xxxxx de la Mesa Title: President and Chief Executive Officer POOL DEVELOPMENT LLC, as Subsidiary Guarantor By: /s/ Xxxxxx X. Xxxxx de la Mesa Name: Xxxxxx X. Xxxxx de la Mesa Title: President and Chief Executive Officer SPLASH HOLDINGS, INC. (formerly known as FORT XXXXX POOLS, INC.), as Subsidiary Guarantor By: /s/ Xxxxxx X. Xxxxx de la Mesa Name: Xxxxxx X. Xxxxx de la Mesa Title: President and Chief Executive Officer HORIZON DISTRIBUTORS, INC., as Subsidiary Guarantor By: /s/ Xxxxxx X. Xxxxx de la Mesa Name: Xxxxxx X. Xxxxx de la Mesa Title: President and Chief Executive Officer [Second Amendment – SCP Pool Corporation] WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and Lender By: /s/ Authorized Signatory Name: Title: [Second Amendment – SCP Pool Corporation] CONGRESS FINANCIAL CORPORATION (CANADA), as Canadian Dollar Lender By: /s/ Authorized Signatory Name: Title: [Second Amendment – SCP Pool Corporation] JPMORGAN CHASE BANK, as Syndication Agent and Lender By: /s/ Authorized Signatory Name: Title: [Second Amendment – SCP Pool Corporation] HIBERNIA NATIONAL BANK, as Documentation Agent and Lender By: /s/ Authorized Signatory Name: Title: [Second Amendment – SCP Pool Corporation] XXXXX FARGO BANK NATIONAL ASSOCIATION, as Documentation Agent and Lender By: /s/ Authorized Signatory Name: Title: [Second Amendment – SCP Pool Corporation] REGIONS BANK, as Lender By: /s/ Authorized Signatory Name: Title: [Second Amendment – SCP Pool Corporation] ARTICLE I DEFINITIONS 1 SECTION 1.1 Definitions 1 SECTION 1.2 Other Definitions and Provisions 27 SECTION 1.3 Accounting Terms 27 SECTION 1.4 UCC Terms 27 SECTION 1.5 Rounding 27 SECTION 1.6 References to Agreement and Laws 28 SECTION 1.7 Times of Day 28 SECTION 1.8 Letter of Credit Amounts 28 ARTICLE II REVOLVING CREDIT FACILITY 28 SECTION 2.1 Revolving Credit Loans 28 SECTION 2.2 Canadian Dollar Loans 29 SECTION 2.3 Swingline Loans 30 SECTION 2.4 Procedure for Advances of Revolving Credit Loans, Canadian Dollar Loans and Swingline Loans 32 SECTION 2.5 Repayment of Loans 34 SECTION 2.6 Permanent Reduction of the Revolving Credit Commitment 36 SECTION 2.7 Termination of Revolving Credit Facility 37 SECTION 2.8 Nature of Obligations 37 SECTION 2.9 Optional Increase of Revolving Credit Commitment 37 ARTICLE III LETTER OF CREDIT FACILITY 40 SECTION 3.1 L/C Commitment 40 SECTION 3.2 Procedure for Issuance of Letters of Credit 40 SECTION 3.3 Commissions and Other Charges 41 SECTION 3.4 L/C Participations 41 SECTION 3.5 Reimbursement Obligation of the US Borrower 42 SECTION 3.6 Obligations Absolute 43 SECTION 3.7 Effect of Letter of Credit Application 43 ARTICLE IIIA TERM LOAN FACILITY 43 SECTION 3A.1 Initial Term Loan 43 SECTION 3A.2 Procedure for Advance of Initial Term Loan 44 SECTION 3A.3 Repayment of Initial Term Loan 44 SECTION 3A.4 Prepayments of Term Loan 45 SECTION 3A.5 Optional Increase In Term Loan Commitment 47 ARTICLE IV GENERAL LOAN PROVISIONS 49 SECTION 4.1 Interest 49 SECTION 4.2 Notice and Manner of Conversion or Continuation of Loans 52 SECTION 4.3 Fees 53 SECTION 4.4 Manner of Payment 53 SECTION 4.5 Evidence of Indebtedness 54 SECTION 4.6 Adjustments 55 SECTION 4.7 Nature of Obligations of Lenders Regarding Extensions of Credit; Assumption by the Administrative Agent 55 SECTION 4.8 Changed Circumstances 56 SECTION 4.9 Indemnity 57 SECTION 4.10 Increased Costs 58 SECTION 4.11 Taxes 59 SECTION 4.12 Mitigation Obligations; Replacement of Lenders 62 SECTION 4.13 Redenomination of Canadian Dollar Loans 63 SECTION 4.14 US Borrower as Agent for the Canadian Borrower 63 ARTICLE V CLOSING; CONDITIONS OF CLOSING AND BORROWING 63 SECTION 5.1 Closing 63 SECTION 5.2 Conditions to Closing and Initial Extensions of Credit 63 SECTION 5.3 Conditions to All Extensions of Credit 67 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE BORROWERS 68 SECTION 6.1 Representations and Warranties 68 SECTION 6.2 Survival of Representations and Warranties, Etc 75 ARTICLE VII FINANCIAL INFORMATION AND NOTICES 76 SECTION 7.1 Financial Statements and Projections 76 SECTION 7.2 Officer’s Compliance Certificate 77 SECTION 7.3 Accountants’ Certificate 77 SECTION 7.4 Other Reports 77 SECTION 7.5 Notice of Litigation and Other Matters 78 SECTION 7.6 Accuracy of Information 79 ARTICLE VIII AFFIRMATIVE COVENANTS 79 SECTION 8.1 Preservation of Corporate Existence and Related Matters 79 SECTION 8.2 Maintenance of Property 79 SECTION 8.3 Insurance 79 SECTION 8.4 Accounting Methods and Financial Records 80 SECTION 8.5 Payment and Performance of Obligations 80 SECTION 8.6 Compliance With Laws and Approvals 80 SECTION 8.7 Environmental Laws 80 SECTION 8.8 Compliance with ERISA 81 SECTION 8.9 Compliance With Agreements 81 SECTION 8.10 Visits and Inspections 81 SECTION 8.11 Additional Subsidiaries 81 SECTION 8.12 Use of Proceeds 81 SECTION 8.13 Further Assurances 82 ARTICLE IX FINANCIAL COVENANTS 82
Appears in 1 contract
Subsidiary Guarantors. SOURCEHOV HOLDINGSRite Aid Subsidiary Guarantors 1000 Xxxx Xxxxx Xxxxxx Xxxxx, INC. SOURCEHOV LLC CORPSOURCE HOLDINGSXxxxx, LLC SOURCECORP, INCORPORATED SOURCECORP BPS INC. DELIVEREX1740 Associates, LLC UNITED INFORMATION SERVICES3000 Xxxxxx Xxxx Road - Mxxxxxxxxx Corp. 4000 Xxxxxxxxxxxx Xxxxxx Xxxx - Xxxxxxxxxxxx Xxxx, INC. ECONOMIC RESEARCH SERVICESInc. 5277 Associates, INC. SOURCECORP LEGAL INC. RUST CONSULTINGInc. 5600 Superior Properties, INC. SOURCEHOV HEALTHCAREInc. 657-659 Broad St. Corp. Apex Drug Stores, INC. XXXXXXXX MEDIA LLC HOV SERVICESInc. Broadview and Wallings-Broadview Heights Ohio, Inc. Eagle Managed Care Corp. Eckerd Corporation EDC Drug Stores, Inc. England Street - Asheland Corporation Envisionrx Puerto Rico, Inc. GDF, Inc. Gxxxxxxx Drug Stores, Inc. Gettysburg and Hxxxxx - Dayton, Ohio, LLC HOV ENTERPRISE SERVICESHarco, INC. MERIDIAN CONSULTING GROUPInc. Health Dialog Services Corporation JCG (PJC) USA, LLC RUSTIC CANYON IIIJCG Holdings (USA), Inc. K & B Alabama Corporation K & B Louisiana Corporation K & B Mississippi Corporation K & B Services, Incorporated K & B Tennessee Corporation K & B Texas Corporation K & B, Incorporated Lakehurst and Broadway Corporation Maxi Drug North, Inc. Maxi Drug, Inc. Maxi Green, Inc. Mxxxxx & Axxxxxx, LLC HOV SERVICES, INC. CHARTER LASON, INC. LASON INTERNATIONAL, INC. SOURCECORP MANAGEMENT, INC. PANGEA ACQUISITIONS INC., each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President BANCTEC GROUP LLC BANCTEC, INC. BANCTEC (PUERTO RICO), INC. DOCUDATA SOLUTIONS, L.C. BANCTEC INTERMEDIATE HOLDING, INC. BTC INTERNATIONAL HOLDINGS, INC. HOVGName Rite, LLC MERCO HOLDINGSP.J.C. Distribution, Inc. P.J.C. Realty Co., Inc. Pxxxxx Drive and Navy Boulevard Property Corporation PDS-1 Michigan, Inc. Perry Distributors, Inc. Perry Drug Stores, Inc. PJC East Lyme Realty LLC PJC Haverhill Realty LLC PJC Hermitage Realty LLC PJC Hyde Park Realty LLC PJC Lease Holdings, Inc. PJC Manchester Realty LLC PJC Mansfield Realty LLC PJC New London Realty LLC PJC of Massachusetts, Inc. PJC of Rhode Island, Inc. PJC of Vermont, Inc. PJC Peterborough Realty LLC PJC Providence Realty LLC PJC Realty MA, Inc. PJC Realty N.E. LLC PJC Revere Realty LLC PJC Special Realty Holdings, Inc. Ram-Utica, Inc. RDS Detroit, Inc. READ'S, Inc. RediClinic, LLC MANAGED CARE PROFESSIONALSRite Aid Drug Palace, Inc. Rite Aid Hdqtrs. Corp. Rite Aid Hdqtrs. Funding, Inc. Rite Aid Lease Management Company Rite Aid of Alabama, Inc. Rite Aid of Connecticut, Inc. Rite Aid of Delaware, Inc. Rite Aid of Florida, Inc. Rite Aid of Georgia, Inc. Rite Aid of Illinois, Inc. Rite Aid of Indiana, Inc. Rite Aid of Kentucky, Inc. Rite Aid of Maine, Inc. Rite Aid of Maryland, Inc. Rite Aid of Massachusetts, Inc. Rite Aid of Michigan, Inc. Rite Aid of New Hampshire, Inc. Rite Aid of New Jersey, Inc. Rite Aid of New York, Inc. Rite Aid of North Carolina, Inc. Rite Aid of Ohio, Inc. Rite Aid of Pennsylvania, LLC BTC VENTURES(Formerly Rite Aid of Pennsylvania, INC. RECOGNITION MEXICO HOLDING INC. DFG2 HOLDINGSInc.) Rite Aid of South Carolina, Inc. Rite Aid of Vermont, Inc. Rite Aid of Virginia, Inc. Rite Aid of Washington, D.C., Inc. Rite Aid of West Virginia, Inc. Rite Aid Online Store Inc. Rite Aid Payroll Management Inc. Rite Aid Realty Corp. Rite Aid Rome Distribution Center, Inc. Rite Aid Specialty Pharmacy LLC Rite Aid Transport, Inc. Rite Investments Corp. Rite Investments Corp., LLC DFG2Rx Choice, Inc. Silver Springs Road-Baltimore, Maryland/One, LLC DFG UKSilver Springs Road-Baltimore, Maryland/Two, LLC TRAC HOLDINGSThe Jxxx Xxxxx Group (PJC) USA, LLCInc. The Lane Drug Company Thrift Drug, each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President FTS PARENT INC. TRANSCENTRAInc. Thrifty Corporation Thrifty PayLess, INC. J & B SOFTWAREInc. Tyler and Sxxxxxx Road - Birmingham, INC. REGULUS HOLDING INC. REGULUS GROUP LLC REGULUS GROUP II LLC REGULUS AMERICA LLC REGULUS INTEGRATED SOLUTIONS LLC EXELA RE LLC REGULUS WEST LLC, each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President RC4 CAPITAL, LLC, as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX HOLDINGS, INC. NOVITEX INTERMEDIATEAlabama, LLC NOVITEX ACQUISITIONEnvision Pharmaceutical Holdings LLC RX Options, LLC NOVITEX ENTERPRISE SOLUTIONSEnvision Pharmaceutical Services, INC. SIG – GPLLC Envision Pharmaceutical Services, L.L.C.LLC Orchard Pharmaceutical Services, A LIMITED LIABILITY COMPANY IBIS CONSULTINGLLC Envision Medical Solutions, INC.LLC First Florida Insurers of Tampa, each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President SERVICES INTEGRATION GROUPLLC Advance Benefits, LLC Design Rx Holdings LLC Rx Initiatives, L.L.C. Design Rxclusives, LLC Design Rx, LLC Ascend Health Technology LLC Laker Software, LLC MedTrak Services, L.L.C. RCMH, LLC RediClinic of PA, LLC Maxi Drug South, L.P. as a Subsidiary Guarantor By: SIG – GPRediClinic Associates, L.L.C., A LIMITED LIABILITY COMPANY, its General Partner By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX GOVERNMENT SOLUTIONSInc. Hxxxxx Xxxx, LLC as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Manager U.S. BANK NATIONAL ASSOCIATIONFOR OFFERINGS TO QUALIFIED INSTITUTIONAL BUYERS PURSUANT TO RULE 144A, not in its individual capacityTO CERTAIN PERSONS IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S AND, but solely as Trustee By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President SUBJECT TO THE APPLICABLE PURCHASE AGREEMENT, TO INSTITUTIONAL ACCREDITED INVESTORS.
Appears in 1 contract
Samples: Indenture (Rite Aid Corp)
Subsidiary Guarantors. SOURCEHOV HOLDINGSFP REDLAND GP, INC. SOURCEHOV LLC CORPSOURCE HOLDINGSLLC, LLC SOURCECORPa Delaware limited liability company FP REDLAND, INCORPORATED SOURCECORP BPS INC. DELIVEREXLLC, LLC UNITED INFORMATION SERVICESa Delaware limited liability company FP AIRPARK AB, INC. ECONOMIC RESEARCH SERVICESLLC, INC. SOURCECORP LEGAL INC. RUST CONSULTINGa Virginia limited liability company FP 000 XXXXXXXXXXXX XXXXXXX, INC. SOURCEHOV HEALTHCARELLC, INC. XXXXXXXX MEDIA LLC HOV SERVICESa Virginia limited liability company FP CANDLEWOOD, LLC HOV ENTERPRISE SERVICESLLC, INC. MERIDIAN CONSULTING GROUPa Maryland limited liability company FP CHESTERFIELD ABEF, LLC RUSTIC CANYON IIILLC, LLC HOV SERVICESa Virginia limited liability company FP CHESTERFIELD CDGH, INC. CHARTER LASONLLC, INC. LASON INTERNATIONALa Virginia limited liability company FP CLOVERLEAF, INC. SOURCECORP MANAGEMENTLLC, INC. PANGEA ACQUISITIONS INC.a Maryland limited liability company FP HANOVER C, LLC, a Virginia limited liability company FP HANOVER D, LLC, a Virginia limited liability company FP PROSPERITY, LLC, a Virginia limited liability company AQUIA ONE, LLC, a Delaware limited liability company FP GATEWAY CENTER, LLC, a Maryland limited liability company XXXXX XXXX BUSINESS CENTER, L.L.C., a Maryland limited liability company INTERSTATE PLAZA OPERATING LLC, a Delaware limited liability company FP PROPERTIES II, LLC, a Maryland limited liability company By: First Potomac Realty Investment Limited Partnership, a Delaware limited partnership, in its capacity as sole member, sole general partner or the direct or indirect holder of all ownership interests in the sole member or sole general partner of each of the above-listed entities By: First Potomac Realty Trust, a Maryland real estate investment trust, its sole general partner By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Chief Executive Officer ACCEPTED AND AGREED AS OF THE 10th DAY OF MAY, 2012: KEYBANK NATIONAL ASSOCIATION, as a Subsidiary Guarantor Lender and as Agent, Swingline Lender and Fronting Bank By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President XXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Senior Vice President BANK OF MONTREAL, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Vice President CAPITAL ONE NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx Xxxxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxxxx Xxxxxx Title: Vice President BANCTEC GROUP LLC BANCTEC, INC. BANCTEC (PUERTO RICO), INC. DOCUDATA SOLUTIONS, L.C. BANCTEC INTERMEDIATE HOLDING, INC. BTC INTERNATIONAL HOLDINGS, INC. HOVG, LLC MERCO HOLDINGS, LLC MANAGED CARE PROFESSIONALS, LLC BTC VENTURES, INC. RECOGNITION MEXICO HOLDING INC. DFG2 HOLDINGS, LLC DFG2, LLC DFG UK, LLC TRAC HOLDINGS, LLC, each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President FTS PARENT INC. TRANSCENTRA, INC. J & B SOFTWARE, INC. REGULUS HOLDING INC. REGULUS GROUP LLC REGULUS GROUP II LLC REGULUS AMERICA LLC REGULUS INTEGRATED SOLUTIONS LLC EXELA RE LLC REGULUS WEST LLC, each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President RC4 CAPITAL, LLC, as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX HOLDINGS, INC. NOVITEX INTERMEDIATE, LLC NOVITEX ACQUISITION, LLC NOVITEX ENTERPRISE SOLUTIONS, INC. SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY IBIS CONSULTING, INC., each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President SERVICES INTEGRATION GROUP, L.P. as a Subsidiary Guarantor By: SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY, its General Partner By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX GOVERNMENT SOLUTIONS, LLC as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Manager U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee a Lender By: /s/ Xxxxxx Xxxx X. Xxxx Xxxxxxx Name: Xxxxxx Xxxx X. Xxxx Xxxxxxx Title: Vice President President
Appears in 1 contract
Samples: Revolving Credit Agreement (First Potomac Realty Trust)
Subsidiary Guarantors. SOURCEHOV HOLDINGSCorporations ------------ Thrifty PayLess, INCInc. Rite Aid of Vermont, Inc. Rite Aid of Ohio, Inc. Rite Aid of Maine, Inc. Rite Aid of West Virginia, Inc. The Lane Drug Company 1525 Cortyou Road - Brooklyn Inc. 3581 Carter Hill Road - Montgomexx Xxxx. SOURCEHOV LLC CORPSOURCE HOLDINGS0000 Xxxxxxxxxxxx Xenter Xxxx - Xxxxxxxxxxxx Xxxx, Xxx. 0007 Assocxxxxx, Xxx. 000 Xxx Xxxxxx Xxxx. 0000 Xxxxxxxx Xxoperties, Inc. 657-659 Broad Xx. Xxxx. Xxxx Xxxx Xxxxxs, Inc. Broadview and Wallixxx - Xxxxxxxxx Xxxxxxx Xxxx, Inc. Dominion Action Four Corporation Dominion Action One Corporation Dominion Action Three Corporation Dominion Action Two Corporation Dominion Drug Stores Corp. Drug Fair of PA, Inc. Drug Fair, Inc. Eagle Managed Care Corp. England Street-Asheland Corporation GDF, Inc. Harco, Inc. K&B Alabama Corporation K&B Florida Corporation K&B Louisiana Corporation K&B Mississippi Corporation K&B Services, Incorporated K&B Tennessee Corporation K&B Texas Corporation K&B, Incorporated Keystone Centers, Inc. Lakehurst and Broadway Corporation Ocean Acquisition Corporation P.L.D. Enterprises, Inc. Patton Drive and Navy Boulevard Property Corporation PDS-1 Michigax, Xxx. Perry Distributors, Inc. Perry Drug Stores, Inc. PL Xpress, Inc. Portfolio Medical Services Inc. Rack Rite Distributors, Inc. Ram-Utica, Inc. RDS Detroit, Inc. Read's Inc. Rite Aid Drug Palace, Inc. Rite Aid Hdqtrs. Corp Rite Aid of Alabama, Inc. Rite Aid of Connecticut, Inc. Rite Aid of Delaware, Inc. Rite Aid of Florida, Inc. Rite Aid of Georgia, Inc. Rite Aid of Illinois, Inc. Rite Aid of Indiana, Inc. Rite Aid of Kentucky, Inc. Rite Aid of Maryland, Inc. Rite Aid of Massachusetts, Inc. Rite Aid of Michigan, Inc. Rite Aid of New Hampshire, Inc. Rite Aid of New Jersey, Inc. Rite Aid of New York, Inc. Rite Aid of North Carolina, Inc. Rite Aid of Pennsylvania, Inc. Rite Aid of South Carolina, Inc. Rite Aid of Tennessee, Inc. Rite Aid of Virginia, Inc. Rite Aid of Washington, D.C., Inc. Rite Aid Realty Corp. Rite Aid Rome Distribution Center, Inc. Rite Aid Transport, Inc. Rite Aid Venturer #1, Inc. Rite Fund, Inc. Rite Investments Corp. Rx Choice, Inc. Sophie One Corp. Super Ice Cream Suppliers, Inc. Super Pharmacy Network, Inc. Super Tobacco Distributors, Inc. The Muir Company Thrifty Corporation Virginia Corporation W.R.A.C., Inx. Limited Liability Companies --------------------------- 764 South Broadway - Geneva, Ohio, LLC SOURCECORPEighth and Water Streets - Xxxxxxxxxxx, INCORPORATED SOURCECORP BPS INC. DELIVEREXXxxx, XXX Xxxxxxxxxx and Hoover-Dayton, Ohio, LLC UNITED INFORMATION SERVICESMayfield & Chillicothe Roads - Chesterlanx, INC. ECONOMIC RESEARCH SERVICESXXX Munson & Andrews, INC. SOURCECORP LEGAL INC. RUST CONSULTINGXXX Xxxxer Springs Road - Baltimore, INC. SOURCEHOV HEALTHCAREMaryland/Onx, INC. XXXXXXXX MEDIA LLC HOV SERVICESXXX Sixxxx Xxrings Road - Baltimore, Maryland/Two, LLC HOV ENTERPRISE SERVICESState Street and Hill Road-Gerard, INC. MERIDIAN CONSULTING GROUPOhio, LLC RUSTIC CANYON III112 Burleigh Avenue Nxxxxxx, XXX 0000 Xxxx Xxxxx Xxxxxx Xxxxe, Idaxx, XXX 0000 Xxxxxxxxxx, X.L.C. Axx & Xxxxxxxxxx Xxxxxxx - Xxxxxx, Xlabama, LLC HOV SERVICESBaltimore/Annapolix Xoulevard and Governor Richie Highway - Glen Burnie, INC. CHARTER LASONMaryland, INC. LASON INTERNATIONALLLC Central Avenue and Main Street - Petal, INC. SOURCECORP MANAGEMENTMS, INC. PANGEA ACQUISITIONS INCLLC Fairground, L.L.C. Xxxxxxx & Xxxxxx - Xxxxxxx Xxxxxxxx, Xxxxigan, LLC Name Rite, L.L.C. Northline & Dix - Toledo - Southgate, LLC Paw Paw Lake Road & Paw Paw Avenue - Xxxxxx, Xxxhigan, LLC Seven Mile and Evergreen - Detroit, LLC State & Fortification Streets - Jackson, Mississippi, LLC Tyler and Sanders Roads, Birmingham - Alabama, LLC Rite Aid Services, L.L.C. SCHEDULE IV Opinion of Robert Sari, Esq., each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President BANCTEC GROUP LLC BANCTECGeneral Counsel of the Company See attached. SCHEDULE V Opinion of Skadden, INCArps, Slate, Meagher & Flom LLP See attached. BANCTEC (PUERTO RICO)SCHEDULE VI Security Opinion of Skadden, INCArps, Slate, Meagher & Flom LLP See attached. DOCUDATA SOLUTIONSSCHEDULE VII Security Opinion of Skadden, L.C. BANCTEC INTERMEDIATE HOLDINGArps, INCSlate, Meagher & Flom LLP See attached. BTC INTERNATIONAL HOLDINGS, INC. HOVG, LLC MERCO HOLDINGS, LLC MANAGED CARE PROFESSIONALS, LLC BTC VENTURES, INC. RECOGNITION MEXICO HOLDING INC. DFG2 HOLDINGS, LLC DFG2, LLC DFG UK, LLC TRAC HOLDINGS, LLC, each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President FTS PARENT INC. TRANSCENTRA, INC. J & B SOFTWARE, INC. REGULUS HOLDING INC. REGULUS GROUP LLC REGULUS GROUP II LLC REGULUS AMERICA LLC REGULUS INTEGRATED SOLUTIONS LLC EXELA RE LLC REGULUS WEST LLC, each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President RC4 CAPITAL, LLC, as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX HOLDINGS, INC. NOVITEX INTERMEDIATE, LLC NOVITEX ACQUISITION, LLC NOVITEX ENTERPRISE SOLUTIONS, INC. SIG – GP, L.L.C., EXHIBIT A LIMITED LIABILITY COMPANY IBIS CONSULTING, INC., each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President SERVICES INTEGRATION GROUP, L.P. as a Subsidiary Guarantor By: SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY, its General Partner By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX GOVERNMENT SOLUTIONS, LLC as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Manager U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President Selling Restrictions for Offers and Sales outside the United States
Appears in 1 contract
Samples: Purchase Agreement (Rite Aid Corp)
Subsidiary Guarantors. SOURCEHOV HOLDINGS, INC. SOURCEHOV LLC CORPSOURCE HOLDINGS, LLC SOURCECORP, INCORPORATED SOURCECORP BPS INC. DELIVEREX, LLC UNITED INFORMATION SERVICES, INC. ECONOMIC RESEARCH SERVICES, INC. SOURCECORP LEGAL INC. RUST CONSULTING, INC. SOURCEHOV HEALTHCARE, INC. XXXXXXXX MEDIA LLC HOV SERVICES, LLC HOV ENTERPRISE SERVICES, INC. MERIDIAN CONSULTING GROUP, LLC RUSTIC CANYON III, LLC HOV SERVICES, INC. CHARTER LASON, INC. LASON INTERNATIONAL, INC. SOURCECORP MANAGEMENT, INC. PANGEA ACQUISITIONS INC., each as a Subsidiary Guarantor EACH GUARANTOR WHICH IS A SUBSIDIARY AS LISTED ON SCHEDULE 1 By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President BANCTEC GROUP LLC BANCTECKite Realty Group, INC. BANCTEC (PUERTO RICO)L.P., INC. DOCUDATA SOLUTIONS, L.C. BANCTEC INTERMEDIATE HOLDING, INC. BTC INTERNATIONAL HOLDINGS, INC. HOVG, LLC MERCO HOLDINGS, LLC MANAGED CARE PROFESSIONALS, LLC BTC VENTURES, INC. RECOGNITION MEXICO HOLDING INC. DFG2 HOLDINGS, LLC DFG2, LLC DFG UK, LLC TRAC HOLDINGS, LLC, the sole member of each as a Subsidiary such Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President FTS PARENT INC. TRANSCENTRA, INC. J & B SOFTWARE, INC. REGULUS HOLDING INC. REGULUS GROUP LLC REGULUS GROUP II LLC REGULUS AMERICA LLC REGULUS INTEGRATED SOLUTIONS LLC EXELA RE LLC REGULUS WEST LLC, each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President RC4 CAPITAL, LLC, as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX HOLDINGS, INC. NOVITEX INTERMEDIATE, LLC NOVITEX ACQUISITION, LLC NOVITEX ENTERPRISE SOLUTIONS, INC. SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY IBIS CONSULTING, INC., each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President SERVICES INTEGRATION GROUP, L.P. as a Subsidiary Guarantor By: SIG – GP, L.L.C., A LIMITED LIABILITY COMPANYKite Realty Group Trust, its General Partner By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX GOVERNMENT SOLUTIONS, LLC as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Manager U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: KRG Courthouse Shadows I, LLC, its sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: KRG Corner Associates, LLC, its sole general partner By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: Kite Realty Holding, LLC, its sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: Kite Realty Development, LLC, their sole member By: Kite Realty Holding, LLC, its sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: KRG Texas, LLC, their sole general partner By: KRG Capital, LLC, its sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: KRG Market Street Village I, LLC, its sole general partner By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: Kite San Antonio, LLC, its sole general partner By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: KRG Capital, LLC, their sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: KRG CHP Management, LLC, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: KRG Pembroke Pines, LLC, its sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: Kite XxXxxxx State, LLC, its member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: Preston Commons, LLP, its member By: Kite Realty Group, L.P., its managing partner By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: Kite XxXxxxx State, LLC, its member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. .Sink Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: Kite Pen, LLC, its member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: KRG CREC/KS Pembroke Pines, LLC, its sole member By: KRG Pembroke Pines, LLC, its sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer
Appears in 1 contract
Subsidiary Guarantors. SOURCEHOV HOLDINGSFP REDLAND GP, INC. SOURCEHOV LLC CORPSOURCE HOLDINGSLLC, LLC SOURCECORPa Delaware limited liability company FP REDLAND, INCORPORATED SOURCECORP BPS INC. DELIVEREXLLC, LLC UNITED INFORMATION SERVICESa Delaware limited liability company FP AIRPARK AB, INC. ECONOMIC RESEARCH SERVICESLLC, INC. SOURCECORP LEGAL INC. RUST CONSULTINGa Virginia limited liability company FP 000 XXXXXXXXXXXX XXXXXXX, INC. SOURCEHOV HEALTHCARELLC, INC. XXXXXXXX MEDIA LLC HOV SERVICESa Virginia limited liability company FP CANDLEWOOD, LLC HOV ENTERPRISE SERVICESLLC, INC. MERIDIAN CONSULTING GROUPa Maryland limited liability company FP CHESTERFIELD ABEF, LLC RUSTIC CANYON IIILLC, LLC HOV SERVICESa Virginia limited liability company FP CHESTERFIELD CDGH, INC. CHARTER LASONLLC, INC. LASON INTERNATIONALa Virginia limited liability company FP CLOVERLEAF, INC. SOURCECORP MANAGEMENTLLC, INC. PANGEA ACQUISITIONS INC.a Maryland limited liability company FP HANOVER C, LLC, a Virginia limited liability company FP HANOVER D, LLC, a Virginia limited liability company AQUIA ONE, LLC, a Delaware limited liability company FP GATEWAY CENTER, LLC, a Maryland limited liability company XXXXX XXXX BUSINESS CENTER, L.L.C., a Maryland limited liability company INTERSTATE PLAZA OPERATING LLC, a Delaware limited liability company FP PROPERTIES II, LLC, a Maryland limited liability company By: First Potomac Realty Investment Limited Partnership, a Delaware limited partnership, in its capacity as sole member, sole general partner or the direct or indirect holder of all ownership interests in the sole member or sole general partner of each as of the above-listed entities By: First Potomac Realty Trust, a Subsidiary Guarantor Maryland real estate investment trust, its sole general partner By: /s/ Xxxxxx Xxxxxxxxx X. Xxxxxxx Name: Xxxxxx Xxxxxxxxx X. Xxxxxxx Title: Executive Vice President BANCTEC GROUP LLC BANCTECand Chief Financial Officer ACCEPTED AND AGREED AS OF THE 8th DAY OF FEBRUARY, INC. BANCTEC (PUERTO RICO)2013: KEYBANK NATIONAL ASSOCIATION, INC. DOCUDATA SOLUTIONS, L.C. BANCTEC INTERMEDIATE HOLDING, INC. BTC INTERNATIONAL HOLDINGS, INC. HOVG, LLC MERCO HOLDINGS, LLC MANAGED CARE PROFESSIONALS, LLC BTC VENTURES, INC. RECOGNITION MEXICO HOLDING INC. DFG2 HOLDINGS, LLC DFG2, LLC DFG UK, LLC TRAC HOLDINGS, LLC, each as a Subsidiary Guarantor Lender and as Agent By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President XXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Senior Vice President ROYAL BANK OF CANADA, as a Lender By: /s/ Xxxxxx Xxxxxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxxx Xxxxxxxx Title: President FTS PARENT INC. TRANSCENTRAAuthorized Signatory XXXXXXX XXXXX BANK, INC. J & B SOFTWAREN.A., INC. REGULUS HOLDING INC. REGULUS GROUP LLC REGULUS GROUP II LLC REGULUS AMERICA LLC REGULUS INTEGRATED SOLUTIONS LLC EXELA RE LLC REGULUS WEST LLC, each as a Subsidiary Guarantor Lender By: /s/ Xxxxxx Xxxxx X. Xxxxxxxxx Name: Xxxxxx Xxxxx X. Xxxxxxxxx Title: Senior Vice President RC4 CAPITALBRANCH BANKING AND TRUST COMPANY, LLC, as a Subsidiary Guarantor Lender By: /s/ Xxxxxx Xxxxxxxxx Xxxxx X. Page Name: Xxxxxx Xxxxxxxxx Xxxxx X. Page Title: Senior Vice President NOVITEX HOLDINGSCITIZENS BANK OF PENNSYLVANIA, INC. NOVITEX INTERMEDIATE, LLC NOVITEX ACQUISITION, LLC NOVITEX ENTERPRISE SOLUTIONS, INC. SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY IBIS CONSULTING, INC., each as a Subsidiary Guarantor Lender By: /s/ Xxxxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxxx Name: Xxxxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxxx Title: Senior Vice President SERVICES INTEGRATION GROUP, L.P. as a Subsidiary Guarantor By: SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY, its General Partner By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX GOVERNMENT SOLUTIONS, LLC as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Manager U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee a Lender By: /s/ Xxxxxx Xxxx X. Xxxx Xxxxxxx Name: Xxxxxx Xxxx X. Xxxx Xxxxxxx Title: U.S. Bank PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Vice President CAPITAL ONE NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxx Title: Vice President BANK OF MONTREAL, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President
Appears in 1 contract
Subsidiary Guarantors. SOURCEHOV HOLDINGSGRIZZLY VENTURES LLC, INCa Delaware limited liability company By: DuPont Fabros Technology, L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, its General Partner By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. SOURCEHOV LLC CORPSOURCE HOLDINGSName: Xxxxxxx X. Xxxxxxxx, LLC SOURCECORPXx. Title: Executive Vice President, INCORPORATED SOURCECORP BPS INCGeneral Counsel and Secretary LEMUR PROPERTIES LLC, a Delaware limited liability company By: DuPont Fabros Technology, L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, its General Partner By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. DELIVEREXName: Xxxxxxx X. Xxxxxxxx, LLC UNITED INFORMATION SERVICESXx. Title: Executive Vice President, INCGeneral Counsel and Secretary PORPOISE VENTURES LLC, a Delaware limited liability company By: DuPont Fabros Technology, L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, its General Partner By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. ECONOMIC RESEARCH SERVICESName: Xxxxxxx X. Xxxxxxxx, INCXx. SOURCECORP LEGAL INCTitle: Executive Vice President, General Counsel and Secretary RHINO EQUITY LLC, a Delaware limited liability company By: DuPont Fabros Technology, L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, its General Partner By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. RUST CONSULTINGName: Xxxxxxx X. Xxxxxxxx, INCXx. SOURCEHOV HEALTHCARETitle: Executive Vice President, INCGeneral Counsel and Secretary TARANTULA VENTURES LLC, a Delaware limited liability company By: DuPont Fabros Technology, L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, its General Partner By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. XXXXXXXX MEDIA LLC HOV SERVICESName: Xxxxxxx X. Xxxxxxxx, LLC HOV ENTERPRISE SERVICESXx. Title: Executive Vice President, INCGeneral Counsel and Secretary XERES MANAGEMENT LLC, a Delaware limited liability company By: DuPont Fabros Technology, L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, its General Partner By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. MERIDIAN CONSULTING GROUPName: Xxxxxxx X. Xxxxxxxx, LLC RUSTIC CANYON IIIXx. Title: Executive Vice President, LLC HOV SERVICESGeneral Counsel and Secretary XERES VENTURES LP, INCa Delaware limited partnership By: Xeres Management LLC, a Delaware limited liability company, its General Partner By: DuPont Fabros Technology, L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, its General Partner By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. CHARTER LASONName: Xxxxxxx X. Xxxxxxxx, INCXx. LASON INTERNATIONALTitle: Executive Vice President, INCGeneral Counsel and Secretary FOX PROPERTIES LLC, a Delaware limited liability company By: DuPont Fabros Technology, L.P., a Maryland limited partnership, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, its General Partner By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. SOURCECORP MANAGEMENTName: Xxxxxxx X. Xxxxxxxx, INCXx. PANGEA ACQUISITIONS INC.Title: Executive Vice President, each General Counsel and Secretary individually and as a Subsidiary Guarantor Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President By: /s/ Xxxxx X. Xxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxx Title: Senior Vice President By: /s/ Xxxxxx Xxxxxxxxx Xxx Name: Xxxxxx Xxxxxxxxx Xxx Title: President BANCTEC GROUP LLC BANCTEC, INC. BANCTEC (PUERTO RICO), INC. DOCUDATA SOLUTIONS, L.C. BANCTEC INTERMEDIATE HOLDING, INC. BTC INTERNATIONAL HOLDINGS, INC. HOVG, LLC MERCO HOLDINGS, LLC MANAGED CARE PROFESSIONALS, LLC BTC VENTURES, INC. RECOGNITION MEXICO HOLDING INC. DFG2 HOLDINGS, LLC DFG2, LLC DFG UK, LLC TRAC HOLDINGS, LLC, each as a Subsidiary Guarantor Authorized Signatory By: /s/ Xxxxxx Xxxxxxxxx Xxxxxxx Xxxx Name: Xxxxxx Xxxxxxxxx Xxxxxxx Xxxx Title: Vice President FTS PARENT INC. TRANSCENTRA, INC. J & B SOFTWARE, INC. REGULUS HOLDING INC. REGULUS GROUP LLC REGULUS GROUP II LLC REGULUS AMERICA LLC REGULUS INTEGRATED SOLUTIONS LLC EXELA RE LLC REGULUS WEST LLC, each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Xxxxx Xxxxxxx Name: Xxxxxx Xxxxxxxxx Xxxxx Xxxxxxx Title: President RC4 CAPITAL, LLC, as a Subsidiary Guarantor Authorized Signatory By: /s/ Xxxxxx Xxxxxxxxx Xxxxx Xxxxx Green Name: Xxxxxx Xxxxxxxxx Xxxxx Xxxxx Green Title: President NOVITEX HOLDINGS, INC. NOVITEX INTERMEDIATE, LLC NOVITEX ACQUISITION, LLC NOVITEX ENTERPRISE SOLUTIONS, INC. SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY IBIS CONSULTING, INC., each as a Subsidiary Guarantor SVP Team Lead By: /s/ Xxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxxxxx Title: President SERVICES INTEGRATION GROUP, L.P. as a Subsidiary Guarantor By: SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY, its General Partner Authorized Signatory By: /s/ D. Xxxxxx Xxxxxxxxx Xxxxxxx Name: D. Xxxxxx Xxxxxxxxx Xxxxxxx Title: Authorized Signatory By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Senior Vice President NOVITEX GOVERNMENT SOLUTIONS, LLC as a Subsidiary Guarantor By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Manager U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President By: /s/ X.X. Xxxxxxxx Xxx Name: X.X. Xxxxxxxx Xxx Title: Managing Director By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory THIS FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made as of the 25th day of July, 2016, by and among DUPONT FABROS TECHNOLOGY, L.P., a Maryland limited partnership (“Borrower”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), the other lending institutions which are parties to this Agreement as “Lenders”, and the other lending institutions that may become parties hereto pursuant to §18 (together with KeyBank, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, as Agent for the Lenders (the “Agent”), and KEYBANC CAPITAL MARKETS INC., as Sole Lead Arranger and Sole Book Manager.
Appears in 1 contract
Subsidiary Guarantors. SOURCEHOV HOLDINGSATLAS PRIVATE WEALTH MANAGEMENT, INC. SOURCEHOV LLC CORPSOURCE BAM ADVISOR SERVICES, LLC BAM RISK MANAGEMENT, LLC XXXXXX WEALTH CONSULTING SERVICES, LLC BFSG, LLC BRIDGEWATER WEALTH & FINANCIAL MANAGEMENT LLC BUCKINGHAM ASSET MANAGEMENT, LLC FIDELITY INDEPENDENT ADVISER NEWSLETTER, LLC XXXXX FAMILY OFFICE LLC FOCUS CANADA HOLDINGS, LLC SOURCECORP, INCORPORATED SOURCECORP BPS INC. DELIVEREXFOCUS INTERNATIONAL PARTNERS LLC FORT PITT CAPITAL GROUP, LLC UNITED INFORMATION SERVICESGRATUS CAPITAL, INC. ECONOMIC RESEARCH SERVICESLLC GW & XXXX, INC. SOURCECORP LEGAL INC. RUST CONSULTING, INC. SOURCEHOV HEALTHCARE, INC. XXXXXXXX MEDIA LLC HOV HC INSURANCE SERVICES, LLC HOV ENTERPRISE HOYLECOHEN, LLC INSTITUTIONAL AND FAMILY ASSET MANAGEMENT, LLC By: FOCUS OPERATING, LLC, its Member JFS RISK MANAGEMENT, LLC JFS WEALTH ADVISORS, LLC XXXX XXXXXXXX & CO., LLC XXXXXXX & XXXXXXX LLC LLBH PRIVATE WEALTH MANAGEMENT, LLC LVW ADVISORS, LLC XXXXXXXX WEALTH MANAGEMENT, LLC XXXXXX XXXXXXXXX XXXXXX GROUP, LLC XXXXXXXX FINANCIAL ADVISORS LLC QUADRANT PRIVATE WEALTH MANAGEMENT, LLC RELATIVE VALUE PARTNERS GROUP, LLC XXXXXXX INVESTMENT ADVISORS, LLC RETIREMENT ADVISORY GROUP, LLC RETIREMENT BENEFIT CONSULTING SERVICES, INC. MERIDIAN LLC RETIREMENT CONSULTING GROUP, LLC RUSTIC CANYON IIIRETIREMENT GROUP, LLC HOV SAPIENT PRIVATE WEALTH MANAGEMENT SERVICES, INC. CHARTER LASON, INC. LASON INTERNATIONAL, INC. SOURCECORP MANAGEMENT, INC. PANGEA ACQUISITIONS INC., each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President BANCTEC GROUP LLC BANCTEC, INC. BANCTEC (PUERTO RICO), INC. DOCUDATA SOLUTIONS, L.C. BANCTEC INTERMEDIATE HOLDING, INC. BTC INTERNATIONAL HOLDINGS, INC. HOVGSENTINEL BENEFITS GROUP, LLC MERCO SENTINEL FINANCIAL GROUP, LLC STRATEGIC POINT HOLDINGS, LLC MANAGED CARE PROFESSIONALSSTRATEGIC WEALTH PARTNERS GROUP, LLC BTC VENTURES, INC. RECOGNITION MEXICO HOLDING INC. DFG2 HOLDINGSSUMMIT FINANCIAL WEALTH ADVISORS, LLC DFG2TELEMUS CAPITAL, LLC DFG UKTHE COLONY GROUP, LLC TRAC THE FIDUCIARY GROUP, LLC THE PORTFOLIO STRATEGY GROUP, LLC VESTOR CAPITAL, LLC WESPAC ADVISORS, LLC WESPAC BENEFIT & INSURANCE SERVICES, LLC WESPAC PLAN SERVICES, LLC By: FOCUS OPERATING, LLC, By: ATLAS PRIVATE WEALTH MANAGEMENT, LLC, By: FOCUS OPERATING, LLC, COLONY FUNDS, LLC By: THE COLONY GROUP, LLC, By: FOCUS OPERATING, LLC, IFAM INSURANCE SERVICES, LLC By: INSTITUTIONAL AND FAMILY ASSET MANAGEMENT, LLC, By: FOCUS OPERATING, LLC, XXX FIDUCIARY SERVICES LIMITED, LLC By: XXXXXX XXXXXXXXX XXXXXX GROUP, LLC, By: FOCUS OPERATING, LLC, By: STRATEGIC POINT HOLDINGS, LLC, each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President FTS PARENT INC. TRANSCENTRAFOCUS OPERATING, INC. J & B SOFTWARE, INC. REGULUS HOLDING INC. REGULUS GROUP LLC REGULUS GROUP II LLC REGULUS AMERICA LLC REGULUS INTEGRATED SOLUTIONS LLC EXELA RE LLC REGULUS WEST LLC, each as a Subsidiary Guarantor STRATEGIC POINT INVESTMENT ADVISORS, LLC By: /s/ Xxxxxx Xxxxxxxxx NameSTRATEGIC POINT HOLDINGS, LLC, By: Xxxxxx Xxxxxxxxx TitleFOCUS OPERATING, LLC, TELEMUS INSURANCE SERVICES, LLC By: President RC4 TELEMUS CAPITAL, LLC, as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx NameFOCUS OPERATING, LLC, QUADRANT INSURANCE WEALTH STRUCTURING, LLC By: Xxxxxx Xxxxxxxxx TitleQUADRANT PRIVATE WEALTH MANAGEMENT, LLC, By: President NOVITEX HOLDINGSFOCUS OPERATING, LLC, By: VESTOR CAPITAL, LLC, By: FOCUS OPERATING, LLC, FOCUS OPERATING, LLC FOCUS OPERATING HOLDING CO. ACORN INSURANCE AGENCY, INC. NOVITEX INTERMEDIATE, LLC NOVITEX DMM ACQUISITION, LLC NOVITEX ENTERPRISE SOLUTIONSXXXXXXX XXXX & ASSOCIATES, LLC FOCUS ADVISORS, LLC FOCUS CONSULTING, LLC FOCUS WEALTH ADVISORS, LLC INSTITUTIONAL AND FAMILY ASSET MANAGEMENT INSURANCE, LLC XXXXXX INVESTMENT GROUP PARTNERS, LLC POWERS ACQUISITION, LLC SENTINEL BENEFITS GROUP, INC. SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY IBIS CONSULTINGSENTINEL INSURANCE AGENCY, INC.. SENTINEL PENSION ADVISORS, each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President SERVICES INTEGRATION GROUP, L.P. as a Subsidiary Guarantor By: SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY, its General Partner By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX GOVERNMENT SOLUTIONSINC. TRITON ACQUISITION, LLC as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Manager U.S. BANK NATIONAL ASSOCIATIONOF AMERICA, not in its individual capacityN.A., but solely as Trustee By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President SUNTRUST BANK, THE BANK OF TOKYO-MITSUBISHI, UFJ, COMERICA BANK,
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Focus Financial Partners Inc.)
Subsidiary Guarantors. SOURCEHOV HOLDINGSAll Stor Indian Trail, INC. SOURCEHOV LLC CORPSOURCE HOLDINGSLLC, LLC SOURCECORPAmerican Mini Storage-San Antonio, INCORPORATED SOURCECORP BPS INC. DELIVEREXLLC, LLC UNITED INFORMATION SERVICESEagle Bow Wakefield, INC. ECONOMIC RESEARCH SERVICESLLC, INC. SOURCECORP LEGAL INC. RUST CONSULTINGGreat American Storage Partners, INC. SOURCEHOV HEALTHCARELLC, INC. XXXXXXXX MEDIA LLC HOV SERVICESNSA-C Holdings, LLC HOV ENTERPRISE SERVICESLLC, INC. MERIDIAN CONSULTING GROUPNSA-G Holdings, LLC RUSTIC CANYON LLC, NSA Northwest Holdings II, LLC, NSA – Optivest Acquisition Holdings, LLC, NSA Property Holdings, LLC, NSA Storage Solutions, LLC, SecurCare Colorado III, LLC HOV SERVICESLLC, INC. CHARTER LASONSecurCare Moveit McAllen, INC. LASON INTERNATIONALLLC, INC. SOURCECORP MANAGEMENTSecurCare Oklahoma I, INC. PANGEA ACQUISITIONS INC.LLC, each as SecurCare Oklahoma II, LLC, SecurCare Properties I, LLC, SecurCare Properties II, LLC, SecurCare Portfolio Holdings, LLC, StoreMore Self Storage – Pecos Road, LLC, XX Xxxxxx, LLC, SS Guaynabo, LLC, XX Xxxxx, LLC, SS San Xxxx, LLC, SS Toa Baja, LLC, XX Xxxxxxx, LLC, Simply Storage Caguas, LLC, All Stor Carolina Beach, LLC, All Stor Durham, LLC, All Stor Swansboro, LLC, All Stor Prospect, LLC, NSA All Stor, LLC, each, a Subsidiary Guarantor Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxxxx Xxxxxxx Title: President BANCTEC GROUP LLC BANCTECAuthorized Signatory Bullhead Freedom Storage, INC. BANCTEC (PUERTO RICO)L.L.C, INC. DOCUDATA SOLUTIONSan Arizona limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory GAK, L.C. BANCTEC INTERMEDIATE HOLDINGLLC, INC. BTC INTERNATIONAL HOLDINGSWashington Murrieta II, INC. HOVGLLC, LLC MERCO HOLDINGS, LLC MANAGED CARE PROFESSIONALS, LLC BTC VENTURES, INC. RECOGNITION MEXICO HOLDING INC. DFG2 HOLDINGS, LLC DFG2, LLC DFG UK, LLC TRAC HOLDINGSWashington Murrieta IV, LLC, each as a Subsidiary Guarantor California limited liability company By: /s/ Xxxxxx Xxxxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxxxx Xxxxxxx Title: President FTS PARENT INC. TRANSCENTRAAuthorized Signatory WCAL, INC. J & B SOFTWARE, INC. REGULUS HOLDING INC. REGULUS GROUP LLC REGULUS GROUP II LLC REGULUS AMERICA LLC REGULUS INTEGRATED SOLUTIONS LLC EXELA RE LLC REGULUS WEST LLC, each as a Subsidiary Guarantor Texas limited liability company By: /s/ Xxxxxx Xxxxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxxxx Xxxxxxx Title: President RC4 CAPITALAuthorized Signatory Big Bend Xpress Storage, LLC, as Southern Self Storage of Pensacola, LLC, Southern Self Storage of PCB, LLC, Southern Self Storage of Grayton, LLC, Southern Self Storage, LLC, each a Subsidiary Guarantor limited liability company organized under the laws of the State of Florida By: /s/ Xxxxxx Xxxxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxxxx X. Xxxxxxx Title: President NOVITEX HOLDINGSAuthorized Person Villages Storage Partners, INC. NOVITEX INTERMEDIATELtd, LLC NOVITEX ACQUISITION, LLC NOVITEX ENTERPRISE SOLUTIONS, INC. SIG – a limited partnership organized under the laws of the State of Florida By: NSA Villages Storage GP, L.L.C.LLC, A LIMITED LIABILITY COMPANY IBIS CONSULTING, INC., each as a Subsidiary Guarantor limited partnership organized under the laws of the State of Florida By: /s/ Xxxxxx Xxxxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxxxx X. Xxxxxxx Title: President SERVICES INTEGRATION GROUPAuthorized Person CAPITAL ONE, L.P. NATIONAL ASSOCIATION, as a Subsidiary Guarantor By: SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY, its General Partner the Administrative Agent By: /s/ Xxxxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxxx Name: Xxxxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxxx Title: Senior Vice President NOVITEX GOVERNMENT SOLUTIONSCAPITAL ONE, LLC NATIONAL ASSOCIATION, as a Subsidiary Guarantor Lender By: /s/ Xxxxxx Xxxxxxx X. Xxxxxxxx Name: Xxxxxx Xxxxxxx X. Xxxxxxxx Title: Manager Senior Vice President U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee a Lender By: /s/ Xxxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxx Xxxxx Title: Vice President REGIONS BANK, as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President Dated as of June 30, 2016[, as amended April 16, 2018, June 5, 2018, October 20, 2018, and July 29, 20191] CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent, CAPITAL ONE, NATIONAL ASSOCIATION, REGIONS BANK and U.S. BANK NATIONAL ASSOCIATION, as Co-Bookrunners and Co-Lead Arrangers, REGIONS BANK and U.S. BANK NATIONAL ASSOCIATION, as Syndication Agents, 1 NOTE: This is a draft of the confirmed Credit Agreement, incorporating the terms of (i) the First Amendment dated Xxxxx 00, 0000, (xx) the Second Amendment dated June 5, 2018, (iii) the Acknowledgement and Consent dated October 20, 2018, and (iv) the Third Amendment dated July 29, 2019. Article I. DEFINITIONS 1 Section 1.1 Definitions. 1 Section 1.2 General; References to Terms. 41 Section 1.3 Divisions. 42 Article II. CREDIT FACILITY 42 Section 2.1 [Reserved]. 42 Section 2.2 Term Loans. 42 Section 2.3 [Reserved]. 43 Section 2.4 [Reserved]. 43 Section 2.5 Rates and Payment of Interest and Late Charges on Loans. 43 Section 2.6 Number of Interest Periods. 45 Section 2.7 Repayment of Loans. 45 Section 2.8 Prepayments. 45 Section 2.9 Continuation. 46 Section 2.10 Conversion. 46 Section 2.11 Notes. 47 Section 2.12 Voluntary Reductions of the Commitments. 47 Section 2.13 [Reserved]. 48 Section 2.14 [Reserved]. 48 Section 2.15 [Reserved]. 48 Section 2.16 Expansion Option. 48 Section 2.17 Funds Transfer Disbursements. 49 Article III. PAYMENTS, FEES AND OTHER GENERAL PROVISIONS 51 Section 3.1 Payments. 51 Section 3.2 Pro Rata Treatment. 51 Section 3.3 Sharing of Payments, Etc. 52 Section 3.4 Several Obligations. 53 Section 3.5 Minimum Amounts. 53 Section 3.6 Fees. 53 Section 3.7 Computations. 53 Section 3.8 Usury. 54 Section 3.9 Agreement Regarding Interest and Charges. 54 Section 3.10 Statements of Account. 54 Section 3.11 Defaulting Lenders. 55 Section 3.12 Taxes; Lenders. 57 Article IV. YIELD PROTECTION, ETC. 59 Section 4.1 Additional Costs; Capital Adequacy. 59 Section 4.2 Suspension of LIBOR Loans. 62 Section 4.3 Illegality. 63 Section 4.4 Compensation. 63 Section 4.5 Affected Lenders and Non-Consenting Lenders. 64 Section 4.6 Treatment of Affected Loans. 65 Section 4.7 Change of Lending Office. 65 Section 4.8 Assumptions Concerning Funding of LIBOR Loans. 66 Article V. ELIGIBLE UNENCUMBERED PROPERTIES 66 Section 5.1 Initial Eligible Unencumbered Properties. 66 Section 5.2 Minimum Eligible Unencumbered Properties. 66 Article VI. CONDITIONS PRECEDENT 66 Section 6.1 Initial Conditions Precedent. 66 Section 6.2 Conditions Precedent to All Loans. 70 Article VII. REPRESENTATIONS AND WARRANTIES 71 Section 7.1 Organization; Power; Qualification. 71 Section 7.2 Ownership Structure. 71 Section 7.3 Authorization of Agreement, Etc. 72 Section 7.4 Compliance of Loan Documents with Laws, Etc. 72 Section 7.5 Compliance with Law; Governmental Approvals. 72 Section 7.6 Title to Properties; Liens. 73 Section 7.7 [Reserved]. 73 Section 7.8 Material Contracts. 73 Section 7.9 Litigation. 73 Section 7.10 Taxes. 73 Section 7.11 Financial Statements. 73 Section 7.12 No Material Adverse Change; Solvency. 74 Section 7.13 ERISA. 74 Section 7.14 Absence of Defaults. 75 Section 7.15 Environmental Laws. 75 Section 7.16 Investment Company; Etc. 76 Section 7.17 Margin Stock. 76 Section 7.18 [Reserved.] 76 Section 7.19 Intellectual Property. 76 Section 7.20 Business. 76 Section 7.21 Broker’s Fees. 76 Section 7.22 Accuracy and Completeness of Information. 77 Section 7.23 REIT Status. 77 Section 7.24 OFAC, Other Sanctions Programs, Anti-Corruption and Anti-Terrorism. 77 Article VIII. AFFIRMATIVE COVENANTS 77 Section 8.1 Preservation of Existence and Similar Matters. 78 Section 8.2 Compliance with Applicable Laws, Anti-Corruption Laws, Anti- Terrorism Laws, and Material Contracts. 78 Section 8.3 Maintenance of Property. 78 Section 8.4 Conduct of Business. 78 Section 8.5 Insurance. 78 Section 8.6 Payment of Taxes and Claims. 79 Section 8.7 Visits and Inspections. 79 Section 8.8 Use of Proceeds. 79 Section 8.9 Environmental Matters. 80 Section 8.10 Books and Records. 80 Section 8.11 Further Assurances. 80 Section 8.12 REIT Status. 81 Section 8.13 Material Subsidiary Guarantors; Other Subsidiary Guarantors; Unencumbered Asset Value. 83 Section 8.14 Non-Material Subsidiary Guarantors. 85 Article IX. INFORMATION 85 Section 9.1 Quarterly Financial Statements. 85 Section 9.2 Year-End Statements. 86 Section 9.3 Compliance Certificate. 87 Section 9.4 [Reserved] 87 Section 9.5 Other Information. 87 Section 9.6 Delivery of Documents. 89 Section 9.7 USA Patriot Act Notice; Compliance. 89 Article X. NEGATIVE COVENANTS 89 Section 10.1 Financial Covenants. 89 Section 10.2 Restricted Payments. 91 Section 10.3 Indebtedness. 91 Section 10.4 [Reserved]. 93 Section 10.5 Investments. 93 Section 10.6 Liens; Negative Pledges; Restrictive Agreements. 94 Section 10.7 Fundamental Changes. 96 Section 10.8 Fiscal Year. 97 Section 10.9 Modifications to Material Contracts. 97 Section 10.10 Modifications of Organizational Documents. 98 Section 10.11 Transactions with Affiliates. 98 Section 10.12 [Reserved] 98 Section 10.13 Derivatives Contracts. 98 Section 10.14 Foreign Assets Control. 99 Article XI. DEFAULT 99
Appears in 1 contract
Samples: Credit Agreement (National Storage Affiliates Trust)
Subsidiary Guarantors. SOURCEHOV HOLDINGSACCELLENT CORP. AMERICAN TECHNICAL MOLDING, INC. SOURCEHOV LLC CORPSOURCE HOLDINGSBRIMFIELD ACQUISITION CORP. BRIMFIELD PRECISION, LLC SOURCECORP, INCORPORATED SOURCECORP BPS INCCE HUNTSVILLE HOLDINGS CORP. DELIVEREX, LLC UNITED INFORMATION SERVICESCYCAM, INC. ECONOMIC RESEARCH SERVICESELX, INC. SOURCECORP LEGAL INC. RUST CONSULTINGG&D, INC. SOURCEHOV HEALTHCAREd/b/a STAR GUIDE CORPORATION HAYDEN PRECISION INDUSTRIES, LLC KELCO ACQUISITION LLC MACHINING TECHNOLOGY GROUP, LLC MEDSOURCE TECHNOLOGIES, INC. XXXXXXXX MEDIA LLC HOV SERVICESMEDSOURCE TECHNOLOGIES, LLC HOV ENTERPRISE SERVICESMEDSOURCE TECHNOLOGIES, XXXXXX INC. MEDSOURCE TECHNOLOGIES PITTSBURGH, INC. MERIDIAN CONSULTING GROUP, LLC RUSTIC CANYON III, LLC HOV SERVICESMEDSOURCE TRENTON, INC. CHARTER LASONMICRO-GUIDE, INC. LASON INTERNATIONALNATIONAL WIRE & STAMPING, INC. SOURCECORP MANAGEMENTNOBLE-MET, LTD. PORTLYN, LLC SPECTRUM MANUFACTURING, INC. PANGEA ACQUISITIONS TENAX, LLC TEXCEL, INC.. THERMAT ACQUISITION CORP. UTI CORPORATION UTI HOLDING COMPANY VENUSA, each as a Subsidiary Guarantor LTD. By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxxx Xxxxxxxxx Title: President BANCTEC GROUP LLC BANCTECChief Financial Officer, INC. BANCTEC (PUERTO RICO)Vice President, INC. DOCUDATA SOLUTIONSTreasurer and Secretary JPMORGAN CHASE BANK, L.C. BANCTEC INTERMEDIATE HOLDINGN.A., INC. BTC INTERNATIONAL HOLDINGS, INC. HOVG, LLC MERCO HOLDINGS, LLC MANAGED CARE PROFESSIONALS, LLC BTC VENTURES, INC. RECOGNITION MEXICO HOLDING INC. DFG2 HOLDINGS, LLC DFG2, LLC DFG UK, LLC TRAC HOLDINGS, LLC, each as a Subsidiary Guarantor Administrative Agent By: /s/ Xxxxx Xxxxxx Xxxxxxxxx Name: Xxxxx Xxxxxx Xxxxxxxxx Title: President FTS PARENT INC. TRANSCENTRA, INC. J & B SOFTWARE, INC. REGULUS HOLDING INC. REGULUS GROUP LLC REGULUS GROUP II LLC REGULUS AMERICA LLC REGULUS INTEGRATED SOLUTIONS LLC EXELA RE LLC REGULUS WEST LLC, each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President RC4 CAPITAL, LLC, as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX HOLDINGS, INC. NOVITEX INTERMEDIATE, LLC NOVITEX ACQUISITION, LLC NOVITEX ENTERPRISE SOLUTIONS, INC. SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY IBIS CONSULTING, INC., each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President SERVICES INTEGRATION GROUP, L.P. as a Subsidiary Guarantor By: SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY, its General Partner By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX GOVERNMENT SOLUTIONS, LLC as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Manager U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President American Technical Molding, Inc. Brimfield Acquisition Corp. Brimfield Precision, LLC CE Huntsville Holdings Corp. Cycam, Inc. ELX, Inc. G&D, Inc. d/b/a Star Guide Corporation Hayden Precision Industries, LLC Kelco Acquisition LLC Machining Technology Group, LLC MedSource Technologies, Inc. MedSource Technologies, LLC MedSource Technologies, Xxxxxx Inc. MedSource Technologies Pittsburgh, Inc. MedSource Trenton, Inc. Micro-Guide, Inc. National Wire & Stamping, Inc. Noble-Met, Ltd. Portlyn, LLC Spectrum Manufacturing, Inc. Tenax, LLC Texcel, Inc. Thermat Acquisition Corp. UTI Corporation UTI Holding Company Venusa, Ltd. SUPPLEMENT NO. [ ] dated as of [ ], 200[ ] to the GUARANTEE dated as of November 22, 2005, among ACCELLENT ACQUISITION CORP., a Delaware corporation (“Holdings”) and each of the subsidiaries of the Borrower listed on Annex A to the Guarantee (each such subsidiary individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors and Holdings are referred to collectively as the “Guarantors”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders (the “Lenders”) from time to time parties to the Credit Agreement referred to below.
Appears in 1 contract
Samples: Guarantee (Accellent Corp.)
Subsidiary Guarantors. SOURCEHOV HOLDINGS, INC. SOURCEHOV LLC CORPSOURCE HOLDINGS, LLC SOURCECORP, INCORPORATED SOURCECORP BPS INC. DELIVEREX, LLC UNITED INFORMATION SERVICES, INC. ECONOMIC RESEARCH SERVICES, INC. SOURCECORP LEGAL INC. RUST CONSULTING, INC. SOURCEHOV HEALTHCARE, INC. XXXXXXXX MEDIA LLC HOV SERVICES, LLC HOV ENTERPRISE SERVICES, INC. MERIDIAN CONSULTING GROUP, LLC RUSTIC CANYON III, LLC HOV SERVICES, INC. CHARTER LASON, INC. LASON INTERNATIONAL, INC. SOURCECORP MANAGEMENT, INC. PANGEA ACQUISITIONS INC., each as a Subsidiary Guarantor EACH GUARANTOR WHICH IS A SUBSIDIARY AS LISTED ON SCHEDULE 1 By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President BANCTEC GROUP LLC BANCTECKite Realty Group, INC. BANCTEC (PUERTO RICO)L.P., INC. DOCUDATA SOLUTIONS, L.C. BANCTEC INTERMEDIATE HOLDING, INC. BTC INTERNATIONAL HOLDINGS, INC. HOVG, LLC MERCO HOLDINGS, LLC MANAGED CARE PROFESSIONALS, LLC BTC VENTURES, INC. RECOGNITION MEXICO HOLDING INC. DFG2 HOLDINGS, LLC DFG2, LLC DFG UK, LLC TRAC HOLDINGS, LLC, the sole member of each as a Subsidiary such Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President FTS PARENT INC. TRANSCENTRA, INC. J & B SOFTWARE, INC. REGULUS HOLDING INC. REGULUS GROUP LLC REGULUS GROUP II LLC REGULUS AMERICA LLC REGULUS INTEGRATED SOLUTIONS LLC EXELA RE LLC REGULUS WEST LLC, each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President RC4 CAPITAL, LLC, as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX HOLDINGS, INC. NOVITEX INTERMEDIATE, LLC NOVITEX ACQUISITION, LLC NOVITEX ENTERPRISE SOLUTIONS, INC. SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY IBIS CONSULTING, INC., each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President SERVICES INTEGRATION GROUP, L.P. as a Subsidiary Guarantor By: SIG – GP, L.L.C., A LIMITED LIABILITY COMPANYKite Realty Group Trust, its General Partner By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX GOVERNMENT SOLUTIONS, LLC as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Manager U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: KRG Courthouse Shadows I, LLC, its sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: KRG Corner Associates, LLC, its sole general partner By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: Kite Realty Holding, LLC, its sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: Kite Realty Development, LLC, their sole member By: Kite Realty Holding, LLC, its sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: KRG Texas, LLC, their sole general partner By: KRG Capital, LLC, its sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: KRG Market Street Village I, LLC, its sole general partner By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: Kite San Antonio, LLC, its sole general partner By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: KRG Capital, LLC, their sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: KRG CHP Management, LLC, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: KRG Pembroke Pines, LLC, its sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: Kite XxXxxxx State, LLC, its member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: Preston Commons, LLP, its member By: Kite Realty Group, L.P., its managing partner By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: Kite XxXxxxx State, LLC, its member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: Kite Pen, LLC, its member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer
Appears in 1 contract
Subsidiary Guarantors. SOURCEHOV HOLDINGSFP REDLAND GP, INC. SOURCEHOV LLC CORPSOURCE HOLDINGSLLC, LLC SOURCECORPa Delaware limited liability company FP REDLAND, INCORPORATED SOURCECORP BPS INC. DELIVEREXLLC, LLC UNITED INFORMATION SERVICESa Delaware limited liability company FP AIRPARK AB, INC. ECONOMIC RESEARCH SERVICESLLC, INC. SOURCECORP LEGAL INC. RUST CONSULTINGa Virginia limited liability company FP 000 XXXXXXXXXXXX XXXXXXX, INC. SOURCEHOV HEALTHCARELLC, INC. XXXXXXXX MEDIA LLC HOV SERVICESa Virginia limited liability company FP CANDLEWOOD, LLC HOV ENTERPRISE SERVICESLLC, INC. MERIDIAN CONSULTING GROUPa Maryland limited liability company FP CHESTERFIELD ABEF, LLC RUSTIC CANYON IIILLC, LLC HOV SERVICESa Virginia limited liability company FP CHESTERFIELD CDGH, INC. CHARTER LASONLLC, INC. LASON INTERNATIONALa Virginia limited liability company FP CLOVERLEAF, INC. SOURCECORP MANAGEMENTLLC, INC. PANGEA ACQUISITIONS INC.a Maryland limited liability company FP HANOVER C, LLC, a Virginia limited liability company FP HANOVER D, LLC, a Virginia limited liability company AQUIA ONE, LLC, a Delaware limited liability company FP GATEWAY CENTER, LLC, a Maryland limited liability company XXXXX XXXX BUSINESS CENTER, L.L.C., a Maryland limited liability company INTERSTATE PLAZA OPERATING LLC, a Delaware limited liability company FP PROPERTIES II, LLC, a Maryland limited liability company By: First Potomac Realty Investment Limited Partnership, a Delaware limited partnership, in its capacity as sole member, sole general partner or the direct or indirect holder of all ownership interests in the sole member or sole general partner of each as of the above-listed entities By: First Potomac Realty Trust, a Subsidiary Guarantor Maryland real estate investment trust, its sole general partner By: /s/ Xxxxxx Xxxxxxxxx X. Xxxxxxx Name: Xxxxxx Xxxxxxxxx X. Xxxxxxx Title: Executive Vice President BANCTEC GROUP LLC BANCTECand Chief Financial Officer ACCEPTED AND AGREED AS OF THE 8th DAY OF FEBRUARY, INC. BANCTEC (PUERTO RICO)2013: KEYBANK NATIONAL ASSOCIATION, INC. DOCUDATA SOLUTIONS, L.C. BANCTEC INTERMEDIATE HOLDING, INC. BTC INTERNATIONAL HOLDINGS, INC. HOVG, LLC MERCO HOLDINGS, LLC MANAGED CARE PROFESSIONALS, LLC BTC VENTURES, INC. RECOGNITION MEXICO HOLDING INC. DFG2 HOLDINGS, LLC DFG2, LLC DFG UK, LLC TRAC HOLDINGS, LLC, each as a Subsidiary Guarantor Lender and as Agent, Swingline Lender and Fronting Bank By: /s/ Xxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxx Title: Vice President FTS PARENT INC. TRANSCENTRAXXXXX FARGO BANK NATIONAL ASSOCIATION, INC. J & B SOFTWARE, INC. REGULUS HOLDING INC. REGULUS GROUP LLC REGULUS GROUP II LLC REGULUS AMERICA LLC REGULUS INTEGRATED SOLUTIONS LLC EXELA RE LLC REGULUS WEST LLC, each as a Subsidiary Guarantor Lender By: /s/ Xxx Xxxxxx Xxxxxxxxx Name: Xxx Xxxxxx Xxxxxxxxx Title: Senior Vice President RC4 CAPITAL, LLC, as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX HOLDINGS, INC. NOVITEX INTERMEDIATE, LLC NOVITEX ACQUISITION, LLC NOVITEX ENTERPRISE SOLUTIONS, INC. SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY IBIS CONSULTING, INC., each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President SERVICES INTEGRATION GROUP, L.P. as a Subsidiary Guarantor By: SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY, its General Partner By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX GOVERNMENT SOLUTIONS, LLC as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Manager U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee a Lender By: /s/ Xxxxxx Xxxx X. Xxxx Xxxxxxx Name: Xxxxxx Xxxx X. Xxxx Xxxxxxx Title: U.S. Bank PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Vice President CAPITAL ONE NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxx Title: Vice President BANK OF MONTREAL, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President
Appears in 1 contract
Samples: Revolving Credit Agreement (First Potomac Realty Trust)
Subsidiary Guarantors. SOURCEHOV HOLDINGSSCF Realty IFH LLC, INC. SOURCEHOV LLC CORPSOURCE HOLDINGSa Delaware limited liability company SCF Realty Funding LLC, LLC SOURCECORPa Delaware limited liability company SCF Realty Servicing Company LLC, INCORPORATED SOURCECORP BPS INC. DELIVEREXa Delaware limited liability company SCFRC-HW LLC, LLC UNITED INFORMATION SERVICESa Delaware limited liability company SCF Realty Capital Trust LLC, INC. ECONOMIC RESEARCH SERVICESa Delaware limited liability company SCFRC-HW-V LLC, INC. SOURCECORP LEGAL INC. RUST CONSULTINGa Delaware limited liability company SCFRC-HW-528 South Broadway-Salem LLC, INC. SOURCEHOV HEALTHCAREa Delaware limited liability company SCFRC-HW-G LLC, INC. XXXXXXXX MEDIA LLC HOV SERVICESa Delaware limited liability company SCF RC Funding IV LLC, LLC HOV ENTERPRISE SERVICESa Delaware limited liability company SCF TRS LLC, INC. MERIDIAN CONSULTING GROUPa Delaware limited liability company SCF RC Funding Canal LLC, LLC RUSTIC CANYON IIIa Delaware limited liability company SCf RC Funding I LLC, LLC HOV SERVICESa Delaware limited liability company SCF RC Funding II LLC, INC. CHARTER LASONa Delaware limited liability company SCF RC Funding III LLC, INC. LASON INTERNATIONALa Delaware limited liability company LB Funding I LLC, INC. SOURCECORP MANAGEMENTa Delaware limited liability company By: Essential Properties, INC. PANGEA ACQUISITIONS INC.L.P., as manager, sole member or sole member of the sole member of each of the entities listed above By: Essential Properties OP G.P., LLC, its general partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Sustainability Structuring Agent, Joint Lead Arranger and as a Subsidiary Guarantor Lender By: /s/ D. Xxxxx Xxxxxxx Name: D. Xxxxx Xxxxxxx Title: Managing Director BANK OF AMERICA, N.A., as a Lender By: /s/ Xxxxxx Xxxxxxxxx Xxxxx Name: Xxxxxx Xxxxxxxxx Xxxxx Title: Vice President BANCTEC GROUP LLC BANCTECBank of Montreal, INC. BANCTEC (PUERTO RICO), INC. DOCUDATA SOLUTIONS, L.C. BANCTEC INTERMEDIATE HOLDING, INC. BTC INTERNATIONAL HOLDINGS, INC. HOVG, LLC MERCO HOLDINGS, LLC MANAGED CARE PROFESSIONALS, LLC BTC VENTURES, INC. RECOGNITION MEXICO HOLDING INC. DFG2 HOLDINGS, LLC DFG2, LLC DFG UK, LLC TRAC HOLDINGS, LLC, each as a Subsidiary Guarantor Lender By: /s/ Xxxxxxx Xxx Chabanon Name: Xxxxxxx Xxx Chabanon Title: Vice President THE HUNTINGTON NATIONAL BANK, as a Lender By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Assistant Vice President TD Bank. N.A., as a Lender By: /s/ Xxxxx XxxXxxxx Name: Xxxxx XxxXxxxx Title: Vice President Truist Bank, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director Capital One, National Association, as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Authorized Signatory MIZUHO BANK, LTD., as a Lender By: /s/ Xxxxx XxXxxxxxxxx Name: Xxxxx XxXxxxxxxxx Title: Executive Director Citizens Bank, N.A., as a Lender By: /s/ Xxxxxx Xxxxxxxxx Xxxxx Name: Xxxxxx Xxxxxxxxx Xxxxx Title: President FTS PARENT INC. TRANSCENTRASVP Citibank N.A., INC. J & B SOFTWARE, INC. REGULUS HOLDING INC. REGULUS GROUP LLC REGULUS GROUP II LLC REGULUS AMERICA LLC REGULUS INTEGRATED SOLUTIONS LLC EXELA RE LLC REGULUS WEST LLC, each as a Subsidiary Guarantor Lender By: /s/ Xxxxxxxxxxx Xxxxxx Xxxxxxxxx Name: Xxxxxxxxxxx Xxxxxx Xxxxxxxxx Title: President RC4 CAPITALAuthorized Signatory XXXXXXX SACHS BANKS USA, LLC, as a Subsidiary Guarantor Lender By: /s/ Xxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxx Title: President NOVITEX HOLDINGSAuthorized Signatory Barclays Bank PLC, INC. NOVITEX INTERMEDIATE, LLC NOVITEX ACQUISITION, LLC NOVITEX ENTERPRISE SOLUTIONS, INC. SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY IBIS CONSULTING, INC., each as a Subsidiary Guarantor Lender By: /s/ Xxxxx Xxxxxx Xxxxxxxxx Name: Xxxxx Xxxxxx Xxxxxxxxx Title: President SERVICES INTEGRATION GROUPDirector ASSOCIATED BANK, L.P. NATIONAL ASSOCIATION, as a Subsidiary Guarantor By: SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY, its General Partner Lender By: /s/ Xxxxxx Xxxxxxxxx Xxxxxxxx Xxxx Name: Xxxxxx Xxxxxxxxx Xxxxxxxx Xxxx Title: President NOVITEX GOVERNMENT SOLUTIONS, LLC as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Manager U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Senior Vice President SECTION 1 DEFINITIONS ..................................................................................................................... 1 1.1 Defined Terms .................................................................................................................... 1 1.2 Other Definitional Provisions ............................................................................................ 1 1.3 Accounting Changes ........................................................................................................ 1 SECTION 2 AMOUNT AND TERMS OF COMMITMENTS .................................................................. 1 2.1 Revolving Credit Commitments ......................................................................................... 1 2.2 Procedure for Revolving Credit Borrowing ........................................................................ 1 2.3 Initial Term Loans and Second Tranche Term Loans ........................................................ 1
Appears in 1 contract
Samples: Credit Agreement (Essential Properties Realty Trust, Inc.)
Subsidiary Guarantors. SOURCEHOV HOLDINGSXxxxx'x Realty Partnership, INC. SOURCEHOV LLC CORPSOURCE HOLDINGSa North Carolina general partnership Xxxxxxx'x Realty Partnership, LLC SOURCECORPa North Carolina general partnership Smithfield-Xxxxxxx'x Farms, INCORPORATED SOURCECORP BPS INC. DELIVEREXa Virginia general partnership By: Xxxxxx-Xxxxx, LLC UNITED INFORMATION SERVICESLLC, INC. ECONOMIC RESEARCH SERVICESas a general partner of each By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President Xxxxxx-Xxxxxxx Meats LLC, INC. SOURCECORP LEGAL INC. RUST CONSULTINGa Delaware limited liability company Farmland Foods, INC. SOURCEHOV HEALTHCAREInc., INC. XXXXXXXX MEDIA LLC HOV SERVICESa Delaware corporation Xxxx Xxxxxxx & Co., LLC HOV ENTERPRISE SERVICESa Delaware corporation Xxxxxx-Xxxxx LLC, INC. MERIDIAN CONSULTING GROUPa Delaware limited liability company Xxxxxx Farms of Texhoma, LLC RUSTIC CANYON IIIInc., LLC HOV SERVICESan Oklahoma corporation Xxxxxxx Xxxxxx, INC. CHARTER LASONLLC, INC. LASON INTERNATIONALa Delaware limited liability company Premium Pet Health, INC. SOURCECORP MANAGEMENTLLC, INC. PANGEA ACQUISITIONS a Delaware limited liability company Premium Standard Farms, LLC, a Delaware limited liability company Smithfield Global Products Inc., a Delaware corporation The Smithfield Packing Company, Incorporated, a Delaware corporation Smithfield Purchase Corporation, a North Carolina corporation Smithfield Transportation Co., Inc., a Delaware corporation Stefano Foods, Inc., a North Carolina corporation SFRMH Liquidation, Inc. (f/k/a RMH Foods, Inc.), a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President Jonmor Investments, Inc., a Delaware corporation Patcud Investments, Inc., a Delaware corporation SFFC, INC., each a Delaware corporation SF Investments, Inc., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 7 COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as a Subsidiary Guarantor Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Executive Director By: /s/ Xxxxxx Xxxxxxxxx X. Xxxxxxx Name: Xxxxxx Xxxxxxxxx X. Xxxxxxx Title: President BANCTEC GROUP LLC BANCTECManaging Director FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, INC. BANCTEC (PUERTO RICO)Page 8 JPMORGAN CHASE BANK, INC. DOCUDATA SOLUTIONSN.A., L.C. BANCTEC INTERMEDIATE HOLDING, INC. BTC INTERNATIONAL HOLDINGS, INC. HOVG, LLC MERCO HOLDINGS, LLC MANAGED CARE PROFESSIONALS, LLC BTC VENTURES, INC. RECOGNITION MEXICO HOLDING INC. DFG2 HOLDINGS, LLC DFG2, LLC DFG UK, LLC TRAC HOLDINGS, LLC, each as a Subsidiary Guarantor Lender By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Executive Director FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 9 BARCLAYS BANK PLC, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Assistant Vice President FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 10 AGFIRST FARM CREDIT BANK, as a Lender By: /s/ Xxxx X. Xxxxxxxx, Xx. Name: Xxxx X. Xxxxxxxx, Xx. Title: Vice President By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 11 XXXXXXX XXXXX BANK USA, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signatory FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 12 BANK OF MONTREAL, as a Lender By: /s/ Xxxxxx Xxxxxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxxx Xxxxxxxx Title: President FTS PARENT INC. TRANSCENTRAManaging Director FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, INC. J & B SOFTWAREPage 13 XXXXXX XXXXXXX BANK, INC. REGULUS HOLDING INC. REGULUS GROUP LLC REGULUS GROUP II LLC REGULUS AMERICA LLC REGULUS INTEGRATED SOLUTIONS LLC EXELA RE LLC REGULUS WEST LLCN.A., each as a Subsidiary Guarantor Lender By: /s/ Xxxxxx Xxxxxxxxx Xxxxxxx XxxXxxxx Name: Xxxxxx Xxxxxxxxx Xxxxxxx XxxXxxxx Title: President RC4 CAPITALAuthorized Signatory FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, LLCPage 14 COBANK, ACB, as a Subsidiary Guarantor Lender By: /s/ Xxx Xxxxxx Xxxxxxxxx Name: Xxx Xxxxxx Xxxxxxxxx Title: Vice President NOVITEX HOLDINGSFIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, INC. NOVITEX INTERMEDIATEPage 15 SOCIETE GENERALE, LLC NOVITEX ACQUISITION, LLC NOVITEX ENTERPRISE SOLUTIONS, INC. SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY IBIS CONSULTING, INC., each as a Subsidiary Guarantor Lender By: /s/ Xxxxxx Xxxxxxxxx Xxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxxx Xxxxx Xxxxxxxx Title: President SERVICES INTEGRATION GROUP, L.P. as a Subsidiary Guarantor By: SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY, its General Partner Director By: /s/ Xxxx X. Xxxxxx Xxxxxxxxx Name: Xxxx X. Xxxxxx Xxxxxxxxx Title: President NOVITEX GOVERNMENT SOLUTIONSDirector FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, LLC as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Manager Page 16 U.S. BANK NATIONAL ASSOCIATION, not in its individual capacityas a Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, but solely Page 17 AGSTAR FINANCIAL SERVICES, PCA, as Trustee a Lender By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx, VP Capital Markets FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 00 XXXXXXXXX XXXX CREDIT SERVICES, PCA, as a Lender By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 19 BANK OF AMERICA, N.A., as a Lender By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 20 UNITED FCS, PCA D/B/A FCS COMMERCIAL FINANCE GROUP, as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 21 FARM CREDIT SERVICES OF MID-AMERICA, PCA, as a Lender By: /s/ W. Xxxxx Xxxxxxxx Name: W. Xxxxx Xxxxxxxx Title: Credit Officer FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 22 SOVEREIGN BANK, as a Lender By: /s/ Xxxxxx Lopeulchine Name: Xxxxxx Lopeulchine Title: Executive Director FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 23 ING CAPITAL LLC, as a Lender By: /s/ Xxx [illegible] Name: Xxx [illegible] Title: MD FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 24 INVESTMENT BANK, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 25 COMPASS BANK, as a Lender By: /s/ Xxxxx [illegible] Name: Xxxxx [illegible] Title: Vice President FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 26 FARM CREDIT SERVICES OF AMERICA, PCA, as a Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 27 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender By: [illegible] Name: Xxxxxxxxxxx Reo Day, [illegible] Title: Vice President, Assistant Vice President FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 28 AMERICAN AGCREDIT, PCA (successor by merger to Farm Credit Services of the Mountain Plains, PCA), as a Lender By: /s/ Xxxx [illegible] Name: Xxxx [illegible] Title: Vice President FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 00 0XX XXXX CREDIT SERVICES, PCA, as a Lender By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice President, Capital Markets Group FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 00 XXXXXXXXXX XXXX CREDIT SERVICES, ACA/FLCA, as a Lender By: /s/ Xxxxxx X. Xxxx Xxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxx, Xx. Title: SVP/Managing Director FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 00 XXXX XXXXXX XXXX, XXX, as a Lender By:/s/ Ben Xxxxxxx Xxx Xxxxxxx, Vice President FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 32 FCS FINANCIAL, PCA, as a Lender By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Title: Vice President FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 33 GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Duly Authorized Signatory FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 34 COBANK, FCB (successor in interest by merger to U.S. AgBank, FCB), as a Lender By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Vice President FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 35 Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. "Rabobank Nederland", New York Branch 8.0000000000 % 8.0000000000 % Barclays Bank PLC 6.4864864900 % AgFirst Farm Credit Bank 11.8918918900 % Xxxxxxx Sachs Bank USA 4.0000000000 % Bank of Montreal 4.0000000000 % Xxxxxx Xxxxxxx Bank, N.A. 3.0000000000 % CoBank, ACB 4.8648648600 % JPMorgan Chase Bank, N. A. 4.8648648600 % Societe Generale 4.3243243200 % U.S. Bank National Association 3.7837837800 % AgStar Financial Services, PCA 3.4594594600 % Northwest Farm Credit Services, PCA 3.4594594600 % Bank of America, N.A. 3.2432432400 % United FCS, PCA d/b/a FCS Commercial Finance Group 2.7027027000 % Farm Credit Services of Mid-America, PCA 2.7027027000 % Sovereign Bank 2.7027027000 % ING Capital LLC 2.3783783800 % Credit Agricole Corporate and Investment Bank 2.3783783800 % Compass Bank 2.3783783800 % Farm Credit Services of America, PCA 2.3783783800 % Credit Suisse AG, Cayman Islands Branch 2.0000000000 % American AgCredit, PC 2.0000000000 % 0xx Xxxx Xxxxxx Xxxxxxxx, XXX 1.9459459500 % GreenStone Farm Credit Services, ACA/FLCA 1.9459459500 % Farm Credit West, PCA 1.9459459500 % CoBank, FCB (successor to U.S. AgBank FCB) 1.6216216200 % FCS Financial, PCA 1.6216216200 % General Electric Capital Corporation 1.6216216200 % TOTAL 100.00 % Schedule 5.11 to FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Solo Page Schedule 5.11 to FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Solo Page This FIRST AMENDMENT TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this "Amendment"), dated as of January 31, 2013, among COÖPERATIEVE CENTRALE RAIFFEISEN–BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH (as assignee of JPMorgan Chase Bank, N.A.), as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined in the Intercreditor Agreement identified below, the "ABL Representative") for the ABL Secured Parties (as defined in such Intercreditor Agreement), SMITHFIELD RECEIVABLES FUNDING LLC (the "Receivables Buyer"), COÖPERATIEVE CENTRALE RAIFFEISEN–BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined in such Intercreditor Agreement, the "Receivables Agent") under the Credit and Security Agreement (as defined in such Intercreditor Agreement) and each of the Loan Parties (as defined in such Intercreditor Agreement) party hereto.
Appears in 1 contract
Subsidiary Guarantors. SOURCEHOV HOLDINGSAll Stor Indian Trail, INC. SOURCEHOV LLC CORPSOURCE HOLDINGSLLC, LLC SOURCECORPAmerican Mini Storage-San Antonio, INCORPORATED SOURCECORP BPS INC. DELIVEREXLLC, LLC UNITED INFORMATION SERVICESEagle Bow Wakefield, INC. ECONOMIC RESEARCH SERVICESLLC, INC. SOURCECORP LEGAL INC. RUST CONSULTINGGreat American Storage Partners, INC. SOURCEHOV HEALTHCARELLC, INC. XXXXXXXX MEDIA LLC HOV SERVICESNSA-C Holdings, LLC HOV ENTERPRISE SERVICESLLC, INC. MERIDIAN CONSULTING GROUPNSA-G Holdings, LLC RUSTIC CANYON LLC, NSA Northwest Holdings II, LLC, NSA - Optivest Acquisition Holdings, LLC, NSA Property Holdings, LLC, NSA Storage Solutions, LLC, SecurCare Colorado III, LLC HOV SERVICESLLC, INC. CHARTER LASONSecurCare Moveit McAllen, INC. LASON INTERNATIONALLLC, INC. SOURCECORP MANAGEMENTSecurCare Oklahoma I, INC. PANGEA ACQUISITIONS INC.LLC, each as SecurCare Oklahoma II, LLC, SecurCare Properties I, LLC, SecurCare Properties II, LLC, SecurCare Portfolio Holdings, LLC, StoreMore Self Storage - Pecos Road, LLC, XX Xxxxxxx, LLC, All Stor Carolina Beach, LLC, All Stor Durham, LLC, All Stor Swansboro, LLC, All Stor Prospect, LLC, NSA All Stor, LLC, NSA Puerto Rico, LLC, each, a Subsidiary Guarantor Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxx Name: Xxxxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxx Title: President BANCTEC GROUP LLC BANCTECAuthorized Person 0000-0000-0000, INC. BANCTEC (PUERTO RICO)v. 5 Bullhead Freedom Storage, INC. DOCUDATA SOLUTIONSL.L.C., L.C. BANCTEC INTERMEDIATE HOLDINGan Arizona limited liability company By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Authorized Person GAK, INC. BTC INTERNATIONAL HOLDINGSLLC, INC. HOVGWashington Murrieta II, LLC MERCO HOLDINGSLLC, LLC MANAGED CARE PROFESSIONALS, LLC BTC VENTURES, INC. RECOGNITION MEXICO HOLDING INC. DFG2 HOLDINGS, LLC DFG2, LLC DFG UK, LLC TRAC HOLDINGSWashington Murrieta IV, LLC, each as a Subsidiary Guarantor California limited liability company By: /s/ Xxxxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxx Name: Xxxxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxx Title: President FTS PARENT INC. TRANSCENTRAAuthorized Person WCAL, INC. J & B SOFTWARE, INC. REGULUS HOLDING INC. REGULUS GROUP LLC REGULUS GROUP II LLC REGULUS AMERICA LLC REGULUS INTEGRATED SOLUTIONS LLC EXELA RE LLC REGULUS WEST LLC, each as a Subsidiary Guarantor Texas limited liability company By: /s/ Xxxxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxx Name: Xxxxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxx Title: President RC4 CAPITALAuthorized Person Big Bend Xpress Storage, LLC, as Southern Self Storage of Pensacola, LLC, Southern Self Storage of PCB, LLC, Southern Self Storage of Grayton, LLC, Southern Self Storage, LLC, each a Subsidiary Guarantor Florida limited liability company By: /s/ Xxxxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxx Name: Xxxxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxx Title: President NOVITEX HOLDINGSAuthorized Person 0000-0000-0000, INC. NOVITEX INTERMEDIATEv. 5 Villages Storage Partners, LLC NOVITEX ACQUISITIONLtd., LLC NOVITEX ENTERPRISE SOLUTIONS, INC. SIG – a Florida limited partnership By: NSA VILLAGES STORAGE GP, L.L.C.LLC, A LIMITED LIABILITY COMPANY IBIS CONSULTING, INC., each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President SERVICES INTEGRATION GROUP, L.P. as a Subsidiary Guarantor By: SIG – GP, L.L.C., A LIMITED LIABILITY COMPANYlimited liability company organized under the laws of the State of Delaware, its General Partner By: /s/ Xxxxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxx Name: Xxxxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxx Title: President NOVITEX GOVERNMENT SOLUTIONSAuthorized Person 0000-0000-0000, LLC v. 5 KEYBANK NATIONAL ASSOCIATION, as a Subsidiary Guarantor Administrative Agent By: /s/ Xxxxxx Xxxxxxx Xxxxx Name: Xxxxxx Xxxxxxx Xxxxx Title: Manager Senior Vice President KEYBANK NATIONAL ASSOCIATION, as issuer of Letters of Credit By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Senior Vice President KEYBANK NATIONAL ASSOCIATION, as Swingline Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Senior Vice President 0000-0000-0000, v. 5 KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Senior Vice President 0000-0000-0000, v. 5 PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President 0000-0000-0000, v. 5 U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee a Lender By: /s/ Xxxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxx Xxxxx Title: Vice President 0000-0000-0000, v. 5 BMO XXXXXX BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President 0000-0000-0000, v. 5 XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director 0000-0000-0000, v. 5 CITIBANK, N.A., as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory 0000-0000-0000, v. 5 CAPITAL ONE NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Authorized Signatory 0000-0000-0000, v. 5 THE HUNTINGTON NATIONAL BANK, a National Banking Association, as a Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Assistant Vice President 0000-0000-0000, v. 5 REGIONS BANK, as a Lender By: /s/ C. Xxxxxxx Xxxxxx, Xx. Name: C. Xxxxxxx Xxxxxx, Xx. Title: Vice President 0000-0000-0000, v. 5 TRUIST BANK, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director 0000-0000-0000, v. 5 XXXXXX XXXXXXX BANK, N.A., as a Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory 0000-0000-0000, v. 5 XXXXXX XXXXXXX SENIOR FUNDING, INC., as a Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory 0000-0000-0000, v. 5 ASSOCIATED BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Senior Vice President 0000-0000-0000, v. 5 ROYAL BANK OF CANADA, as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Signatory KeyBank National Association $48,000,000.00 9.600000000% PNC Bank, National Association $48,000,000.00 9.600000000% U.S. Bank National Association $48,000,000.00 9.600000000% BMO Xxxxxx Bank N.A. $48,000,000.00 9.600000000% Xxxxx Fargo Bank, National Association $48,000,000.00 9.600000000% Citibank, N.A. $54,300,000.00 10.860000000% Capital One National Association $35,700,000.00 7.140000000% The Huntington National Bank $25,000,000.00 5.000000000% Regions Bank $30,000,000.00 6.000000000% Truist Bank $30,000,000.00 6.000000000% Xxxxxx Xxxxxxx Bank, N.A. $25,000,000.00 5.000000000% Xxxxxx Xxxxxxx Senior Funding, Inc. $30,000,000.00 6.000000000% Associated Bank, National Association -- -- Royal Bank of Canada $30,000,000.00 6.000000000% Mega International Commercial Bank Co., Ltd. New York Branch -- -- TOTAL $500,000,000.00 100.000000000% KeyBank National Association $10,000,000.00 8.000000000% $36,000,000.00 14.400000000% $38,000,000.00 16.888888889% $35,000,000.00 20.000000000% $20,000,000.00 16.000000000% PNC Bank, National Association $10,000,000.00 8.000000000% $36,000,000.00 14.400000000% $38,000,000.00 16.888888889% $35,000,000.00 20.000000000% $20,000,000.00 16.000000000% U.S. Bank National Association $10,000,000.00 8.000000000% $25,000,000.00 10.000000000% $24,000,000.00 10.666666667% $7,500,000.00 4.285714286% $20,000,000.00 16.000000000% BMO Xxxxxx Bank N.A. $10,000,000.00 8.000000000% $12,000,000.00 4.800000000% $25,000,000.00 11.111111111% $25,000,000.00 14.285714286% -- -- Xxxxx Fargo Bank, National Association $32,500,000.00 26.000000000% $36,000,000.00 14.400000000% $33,000,000.00 14.666666667% $17,500,000.00 10.000000000% $20,000,000.00 16.000000000% Citibank, N.A. $31,050,000.00 24.840000000% $19,150,000.00 7.660000000% -- -- -- -- -- -- Capital One National Association $1,450,000.00 1.160000000% $22,850,000.00 9.140000000% $20,000,000.00 8.888888889% $10,000,000.00 5.714285714% $15,000,000.00 12.000000000% The Huntington National Bank -- -- $11,000,000.00 4.400000000% $7,000,000.00 3.111111111% $7,000,000.00 4.000000000% -- -- Regions Bank $10,000,000.00 8.000000000% $22,000,000.00 8.800000000% $5,000,000.00 2.222222222% $8,000,000.00 4.571428571% $20,000,000.00 16.000000000% Truist Bank $10,000,000.00 8.000000000% $30,000,000.00 12.000000000% $25,000,000.00 11.111111111% -- -- -- -- Xxxxxx Xxxxxxx Bank, N.A. -- -- -- -- -- -- -- -- -- -- Xxxxxx Xxxxxxx Senior Funding, Inc. -- -- -- -- -- -- -- -- -- -- Associated Bank, National Association -- -- -- -- -- -- $30,000,000.00 17.142857143% 10,000,000.00 8.000000000% Royal Bank of Canada -- -- -- -- -- -- -- -- -- -- Mega International Commercial Bank Co., Ltd. New York Branch -- -- -- -- $10,000,000.00 4.444444444% -- -- -- -- $ , 20 FOR VALUE RECEIVED, the undersigned hereby promises to pay to (the “Lender”) or its registered assigns, in care of KeyBank National Association, as Administrative Agent (the “Administrative Agent”) at KeyBank National Association, 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of AND /100 DOLLARS ($ ), on the date and in the principal amount provided in the Credit Agreement, and to pay interest on the unpaid principal amount owing hereunder, at the rates and on the dates provided in the Credit Agreement. The date, amount of the Tranche [ ] Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Tranche [ ] Loan Promissory Note (the “Note”), endorsed by the Lender on the schedule attached hereto or any continuation thereof, provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the Credit Agreement or hereunder in respect of the Tranche [ ] Loan made by the Lender. This Note is one of the Notes referred to in the Second Amended and Restated Credit Agreement (the “Credit Agreement”) dated as of July 29, 2019, by and among by and among NSA OP, LP, a limited partnership formed under the laws of the State of Delaware (the “Borrower”), the Lenders from time to time party thereto, and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent for the Lenders, and joined in for certain purposes by certain Subsidiaries of the Borrower and NATIONAL STORAGE AFFILIATES TRUST, a Maryland real estate investment trust (“NSA REIT”). Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events and for prepayments of Loans upon the terms and conditions specified therein. This Note is guaranteed by the Guarantors as provided in the Guaranty. Reference is hereby made to the Guaranty for a description of the nature and extent of such guaranty, the terms and conditions upon which such guaranty was granted and the rights of the holder of this Note in respect thereof. Except as permitted by Section 13.5 of the Credit Agreement, this Note may not be assigned by the Lender to any other Person. [This Note is given in replacement of the Term Note dated , 20 in the original principal amount of $ previously delivered to the Lender under the Credit Agreement. THIS NOTE IS NOT INTENDED TO BE, AND SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER OR IN CONNECTION WITH THE OTHER NOTE.]1 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE. The Borrower hereby waives presentment for payment, demand, notice of demand, notice of non- payment, protest, notice of protest and all other similar notices. Time is of the essence for this Note. 1 Bracketed language to be used in replacement notes only.
Appears in 1 contract
Samples: Credit Agreement (National Storage Affiliates Trust)
Subsidiary Guarantors. AGREE 117 MISSION, LLC, a Michigan limited liability company AGREE 2016, LLC, a Delaware limited liability company AGREE CENTRAL, LLC, a Delaware limited liability company AGREE CHAPEL HILL NC, LLC, a Delaware limited liability company AGREE COLUMBIA SC, LLC, a Delaware limited liability company AGREE CONVENIENCE NO. 1, LLC, a Delaware limited liability company AGREE CW, LLC, a Delaware limited liability company AGREE DT JACKSONVILLE NC, LLC, a Delaware limited liability company AGREE FARMINGTON NM, LLC, a Delaware limited liability company AGREE GRANDVIEW HEIGHTS OH, LLC, a Delaware limited liability company AGREE GREENWICH CT, LLC, a Delaware limited liability company AGREE LEBANON NH, LLC, a Delaware limited liability company AGREE MCW, LLC, a Delaware limited liability company AGREE MENA AR, LLC, a Delaware limited liability company AGREE ONAWAY MI, LLC, a Delaware limited liability company AGREE ORANGE CT, LLC, a Delaware limited liability company AGREE OXFORD COMMONS AL, LLC, a Delaware limited liability company AGREE PATERSON NJ, LLC, a Delaware limited liability company AGREE SB, LLC, a Delaware limited liability company AGREE SECAUCUS NJ, LLC, a Delaware limited liability company AGREE SHELF ES PA, LLC, a Delaware limited liability company AGREE SHELF PA, LLC, a Delaware limited liability company AGREE SOUTHFIELD, LLC, a Michigan limited liability company AGREE ST PETERSBURG, LLC, a Florida limited liability company AGREE STORES, LLC, a Delaware limited liability company AGREE TK, LLC, a Delaware limited liability company LUNACORP, LLC, a Delaware limited liability company MT. PLEASANT SHOPPING CENTER, L.L.C., a Michigan limited liability company PACHYDERM CHATTANOOGA TN, LLC, a Delaware limited liability company PACHYDERM MARIETTA GA, LLC, a Delaware limited liability company PACHYDERM MYRTLE BEACH SC, LLC, a Delaware limited liability company PACHYDERM PHILADELPHIA PA, LLC, a Delaware limited liability company PACHYDERM PROPERTIES, LLC, a Delaware limited liability company PACHYDERM RIVERDALE GA, LLC, a Delaware limited liability company PACHYDERM XXXXX PARK MN, LLC, a Delaware limited liability company PAINT PA, LLC, a Delaware limited liability company SAFARI PROPERTIES II, LLC, a Delaware limited liability company AGREE NJ, LLC, a Delaware limited liability company SOURCEHOV HOLDINGS, INC. SOURCEHOV LLC CORPSOURCE HOLDINGS, LLC SOURCECORP, INCORPORATED SOURCECORP BPS INC. DELIVEREX, LLC UNITED INFORMATION SERVICES, INC. ECONOMIC RESEARCH SERVICES, INC. SOURCECORP LEGAL INC. RUST CONSULTING, INC. SOURCEHOV HEALTHCARE, INC. XXXXXXXX MEDIA LLC HOV SERVICES, LLC HOV ENTERPRISE SERVICES, INC. MERIDIAN CONSULTING GROUP, LLC RUSTIC CANYON III, LLC HOV SERVICES, INC. CHARTER LASON, INC. LASON INTERNATIONAL, INC. SOURCECORP MANAGEMENT, INC. PANGEA ACQUISITIONS INC., each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President BANCTEC GROUP LLC BANCTEC, INC. BANCTEC (PUERTO RICO), INC. DOCUDATA SOLUTIONS, L.C. BANCTEC INTERMEDIATE HOLDING, INC. BTC INTERNATIONAL HOLDINGS, INC. HOVG, LLC MERCO HOLDINGS, LLC MANAGED CARE PROFESSIONALS, LLC BTC VENTURES, INC. RECOGNITION MEXICO HOLDING INC. DFG2 HOLDINGS, LLC DFG2, LLC DFG UK, LLC TRAC HOLDINGS, LLC, each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President FTS PARENT INC. TRANSCENTRA, INC. J & B SOFTWARE, INC. REGULUS HOLDING INC. REGULUS GROUP LLC REGULUS GROUP II LLC REGULUS AMERICA LLC REGULUS INTEGRATED SOLUTIONS LLC EXELA RE LLC REGULUS WEST LLC, each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President RC4 CAPITAL, LLC, as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX HOLDINGS, INC. NOVITEX INTERMEDIATE, LLC NOVITEX ACQUISITION, LLC NOVITEX ENTERPRISE SOLUTIONS, INC. SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY IBIS CONSULTING, INC., each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President SERVICES INTEGRATION GROUP, L.P. as a Subsidiary Guarantor By: SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY, its General Partner By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX GOVERNMENT SOLUTIONS, LLC as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Manager U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President
Appears in 1 contract
Subsidiary Guarantors. SOURCEHOV HOLDINGS, INC. SOURCEHOV LLC CORPSOURCE HOLDINGS, LLC SOURCECORP, INCORPORATED SOURCECORP BPS INC. DELIVEREX, LLC UNITED INFORMATION SERVICES, INC. ECONOMIC RESEARCH SERVICES, INC. SOURCECORP LEGAL INC. RUST CONSULTING, INC. SOURCEHOV HEALTHCARE, INC. XXXXXXXX MEDIA LLC HOV SERVICES, LLC HOV ENTERPRISE SERVICES, INC. MERIDIAN CONSULTING GROUP, LLC RUSTIC CANYON III, LLC HOV SERVICES, INC. CHARTER LASON, INC. LASON INTERNATIONAL, INC. SOURCECORP MANAGEMENT, INC. PANGEA ACQUISITIONS INC., each as a Subsidiary Guarantor EACH GUARANTOR WHICH IS A SUBSIDIARY AS LISTED ON SCHEDULE 1 By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President BANCTEC GROUP LLC BANCTECKite Realty Group, INC. BANCTEC (PUERTO RICO)L.P., INC. DOCUDATA SOLUTIONS, L.C. BANCTEC INTERMEDIATE HOLDING, INC. BTC INTERNATIONAL HOLDINGS, INC. HOVG, LLC MERCO HOLDINGS, LLC MANAGED CARE PROFESSIONALS, LLC BTC VENTURES, INC. RECOGNITION MEXICO HOLDING INC. DFG2 HOLDINGS, LLC DFG2, LLC DFG UK, LLC TRAC HOLDINGS, LLC, the sole member of each as a Subsidiary such Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President FTS PARENT INC. TRANSCENTRA, INC. J & B SOFTWARE, INC. REGULUS HOLDING INC. REGULUS GROUP LLC REGULUS GROUP II LLC REGULUS AMERICA LLC REGULUS INTEGRATED SOLUTIONS LLC EXELA RE LLC REGULUS WEST LLC, each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President RC4 CAPITAL, LLC, as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX HOLDINGS, INC. NOVITEX INTERMEDIATE, LLC NOVITEX ACQUISITION, LLC NOVITEX ENTERPRISE SOLUTIONS, INC. SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY IBIS CONSULTING, INC., each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President SERVICES INTEGRATION GROUP, L.P. as a Subsidiary Guarantor By: SIG – GP, L.L.C., A LIMITED LIABILITY COMPANYKite Realty Group Trust, its General Partner By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX GOVERNMENT SOLUTIONS, LLC as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Manager U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: KRG Courthouse Shadows I, LLC, its sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: KRG Corner Associates, LLC, its sole general partner By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: Kite Realty Holding, LLC, their sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: Kite Realty Development, LLC, its sole member By: Kite Realty Holding, LLC, its sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: KRG Texas, LLC, their sole general partner By: KRG Capital, LLC, its sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: KRG Market Street Village I, LLC, its sole general partner By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: Kite San Antonio, LLC, its sole general partner By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: KRG Capital, LLC, their sole member By: Kite Realty Group, L.P., its sole member By: Kite Realty Group Trust, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer By: KRG CHP Management, LLC, its sole general partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer
Appears in 1 contract
Subsidiary Guarantors. SOURCEHOV HOLDINGSBAW HOLDCO I, LLC By: Name: Title: BAW HOLDCO II, LLC By: Name: Title: BAW HOLDCO III, LLC By: Name: Title: BAW, INC. SOURCEHOV LLC CORPSOURCE HOLDINGSBy: Name: Title: BN RANCH, LLC SOURCECORP, INCORPORATED SOURCECORP BPS INC. DELIVEREXBy: Name: Title: BLUE APRON MARKET, LLC UNITED INFORMATION SERVICES, INC. ECONOMIC RESEARCH SERVICES, INC. SOURCECORP LEGAL INC. RUST CONSULTING, INC. SOURCEHOV HEALTHCARE, INC. XXXXXXXX MEDIA By: Name: Title: COLLATERAL AGENT AND ADMINISTRATIVE AGENT: BLUE TORCH FINANCE LLC HOV SERVICESBy: Name: Title: BTC HOLDINGS FUND I, LLC HOV ENTERPRISE SERVICESBy: Blue Torch Credit Opportunities Fund I LP, INC. MERIDIAN CONSULTING GROUPits sole member By: Blue Torch Credit Opportunities GP LLC, its general partner By: KPG BTC Management LLC, its sole member By: Name: Title: BTC HOLDINGS FUND I-B, LLC RUSTIC CANYON III, LLC HOV SERVICES, INC. CHARTER LASON, INC. LASON INTERNATIONAL, INC. SOURCECORP MANAGEMENT, INC. PANGEA ACQUISITIONS INC., each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Blue Torch Credit Opportunities Fund I LP, its sole member By: Blue Torch Credit Opportunities GP LLC, its general partner By: KPG BTC Management LLC, its sole member By: Name: Xxxxxx Xxxxxxxxx Title: President BANCTEC GROUP LLC BANCTECBLUE TORCH CREDIT OPPORTUNITIES SBAF FUND LP By: Blue Torch Credit Opportunities SBAF GP LLC, INC. BANCTEC its general partner By: KPG BTC Management LLC, its sole member By: Name: Title: BLUE TORCH CREDIT OPPORTUNITIES FUND II LP By: Blue Torch Credit Opportunities GX XX LLC, its general partner By: KPG BTC Management LLC, its sole member By: Name: Title: BLUE TORCH CREDIT OPPORTUNITIES KRS FUND LP By: Blue Torch Credit Opportunities KRS GP LLC, its general partner By: KPG BTC Management LLC, its sole member By: Name: Title: SWISS CAPITAL BTC OL PRIVATE DEBT FUND L.P. By: Name: Title: THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (PUERTO RICOTHE “SECURITIES ACT”), INCOR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 15 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. DOCUDATA SOLUTIONSWarrant No.: [__] Number of Shares of Class A Common Stock: [__] Date of Issuance: [__] (“Issuance Date”) CUSIP No. [__] Blue Apron Holdings, L.C. BANCTEC INTERMEDIATE HOLDINGInc., INCa company incorporated under the laws of state of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [__], a [__] (“BTC”)1, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date, but not after the Expiration Time (as defined below), [__] fully paid non-assessable shares of Class A Common Stock (as defined below), subject to adjustment as provided herein, including issuance of Additional Warrant Shares (the “Warrant Shares”). BTC INTERNATIONAL HOLDINGSThe number of Warrant Shares set forth in the preceding sentence represents 0.5% of the outstanding shares of Class A Common Stock on a Fully-Diluted Basis as of the Issuance Date. Except as otherwise defined herein, INCcapitalized terms in this Warrant to Purchase Class A Common Stock (including any Warrants to Purchase Class A Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 17. HOVGThis Warrant is one of the Warrants to purchase Warrant Shares (as amended, LLC MERCO HOLDINGSrestated, LLC MANAGED CARE PROFESSIONALSor otherwise modified from time to time, LLC BTC VENTURESthe “Warrants”) issued in connection with that certain Financing Agreement, INC. RECOGNITION MEXICO HOLDING INC. DFG2 HOLDINGSdated as of October 16, LLC DFG22020 (as amended, LLC DFG UKrestated, LLC TRAC HOLDINGSsupplemented or otherwise modified from time to time, the “Financing Agreement”), by and among Blue Apron, LLC, a Delaware limited liability company, the Company, each of the Subsidiary Guarantors (as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President FTS PARENT INC. TRANSCENTRAdefined therein) party hereto, INC. J & B SOFTWAREthe Lenders (as defined therein) party hereto, INC. REGULUS HOLDING INC. REGULUS GROUP LLC REGULUS GROUP II LLC REGULUS AMERICA LLC REGULUS INTEGRATED SOLUTIONS LLC EXELA RE LLC REGULUS WEST and Blue Torch Finance LLC, each a Delaware limited liability company, as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President RC4 CAPITAL, LLC, collateral agent for the Lenders and as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX HOLDINGS, INC. NOVITEX INTERMEDIATE, LLC NOVITEX ACQUISITION, LLC NOVITEX ENTERPRISE SOLUTIONS, INC. SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY IBIS CONSULTING, INCadministrative agent for the Lenders., each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President SERVICES INTEGRATION GROUP, L.P. as a Subsidiary Guarantor By: SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY, its General Partner By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX GOVERNMENT SOLUTIONS, LLC as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Manager U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President
Appears in 1 contract
Subsidiary Guarantors. SOURCEHOV A&A EXPRESS, LLC A&A LOGISTICS, LLC ACTIVE AERO CHARTER, LLC ACTIVE AERO GROUP, INC. ACTIVE AERO MOTOR CARRIER, LLC ACTIVE GLOBAL SOLUTIONS, LLC ACTIVE PTM, LLC ASCENT GLOBAL LOGISTICS, LLC ASCENT GLOBAL LOGISTICS HOLDINGS, INC. SOURCEHOV BEECH HILL ENTERPRISES, LLC CORPSOURCE BIG ROCK TRANSPORTATION, LLC CAPITAL TRANSPORTATION LOGISTICS, LLC CENTRAL CAL TRANSPORTATION, LLC CTW TRANSPORT, LLC D&E TRANSPORT, LLC XXXXXXX LOGISTICS, LLC EXPEDITED FREIGHT SYSTEMS, LLC GREAT NORTHERN TRANSPORTATION SERVICES, LLC GROUP TRANSPORTATION SERVICES, LLC INTERNATIONAL TRANSPORTATION HOLDINGS, LLC SOURCECORP, INCORPORATED SOURCECORP BPS INC. DELIVEREXISI LOGISTICS, LLC UNITED INFORMATION ISI LOGISTICS SOUTH, LLC XXXXXXX INTERNATIONAL, LLC MESCA FREIGHT SERVICES, LLC XXXXXX SOUTHERN, INC. PRIME DISTRIBUTION SERVICES, INC. ECONOMIC RESEARCH RICH TRANSPORT, LLC ROADRUNNER EQUIPMENT LEASING, LLC ROADRUNNER FREIGHT CARRIERS, LLC ROADRUNNER INTERMODAL SERVICES, LLC ROADRUNNER TEMPERATURE CONTROLLED, LLC ROADRUNNER TRANSPORTATION SERVICES, INC. SOURCECORP LEGAL INC. RUST CONSULTINGROADRUNNER TRUCKLOAD 2, LLC ROADRUNNER TRUCKLOAD AGENT INVESTMENT, INC. SOURCEHOV HEALTHCAREROADRUNNER TRUCKLOAD HOLDINGS, LLC RRTC HOLDINGS, INC. XXXXXXXX MEDIA XXXXXXX TRUCKING, LLC HOV XXXXXXX TRANSPORTATION, LLC STAGECOACH CARTAGE AND DISTRIBUTION, LLC USA JET AIRLINES, INC. WANDO TRUCKING, LLC WORLD TRANSPORT SERVICES, LLC HOV ENTERPRISE SERVICESBy: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President ADMINISTRATIVE AGENT: BMO XXXXXX BANK N.A., INC. MERIDIAN CONSULTING GROUPas Administrative Agent By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Director LENDERS: BMO XXXXXX BANK N.A., LLC RUSTIC CANYON III, LLC HOV SERVICES, INC. CHARTER LASON, INC. LASON INTERNATIONAL, INC. SOURCECORP MANAGEMENT, INC. PANGEA ACQUISITIONS INC., each as a Subsidiary Guarantor Lender By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Director XXXXXXX ASSOCIATES, L.P., as a Lender By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President BANCTEC GROUP LLC BANCTECXXXXXXX INTERNATIONAL, INC. BANCTEC (PUERTO RICO)L.P., INC. DOCUDATA SOLUTIONS, L.C. BANCTEC INTERMEDIATE HOLDING, INC. BTC INTERNATIONAL HOLDINGS, INC. HOVG, LLC MERCO HOLDINGS, LLC MANAGED CARE PROFESSIONALS, LLC BTC VENTURES, INC. RECOGNITION MEXICO HOLDING INC. DFG2 HOLDINGS, LLC DFG2, LLC DFG UK, LLC TRAC HOLDINGS, LLC, each as a Subsidiary Guarantor Lender XXXXXXX INTERNATIONAL, L.P. By: Hambledon, Inc. its General Partnre By: Xxxxxxx International Capital Advisors, Inc.,as attorney-in-fact By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President FTS PARENT INC. TRANSCENTRA, INC. J & B SOFTWARE, INC. REGULUS HOLDING INC. REGULUS GROUP LLC REGULUS GROUP II LLC REGULUS AMERICA LLC REGULUS INTEGRATED SOLUTIONS LLC EXELA RE LLC REGULUS WEST LLC, each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President RC4 CAPITAL, LLC, as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX HOLDINGS, INC. NOVITEX INTERMEDIATE, LLC NOVITEX ACQUISITION, LLC NOVITEX ENTERPRISE SOLUTIONS, INC. SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY IBIS CONSULTING, INC., each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President SERVICES INTEGRATION GROUP, L.P. as a Subsidiary Guarantor By: SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY, its General Partner By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX GOVERNMENT SOLUTIONS, LLC as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Manager U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President President
Appears in 1 contract
Samples: Credit Agreement (Roadrunner Transportation Systems, Inc.)
Subsidiary Guarantors. SOURCEHOV HOLDINGSFP REDLAND GP, INC. SOURCEHOV LLC CORPSOURCE HOLDINGSLLC, LLC SOURCECORPa Delaware limited liability company FP REDLAND, INCORPORATED SOURCECORP BPS INC. DELIVEREXLLC, LLC UNITED INFORMATION SERVICESa Delaware limited liability company FP AIRPARK AB, INC. ECONOMIC RESEARCH SERVICESLLC, INC. SOURCECORP LEGAL INC. RUST CONSULTINGa Virginia limited liability company FP 000 XXXXXXXXXXXX XXXXXXX, INC. SOURCEHOV HEALTHCARELLC, INC. XXXXXXXX MEDIA LLC HOV SERVICESa Virginia limited liability company FP CANDLEWOOD, LLC HOV ENTERPRISE SERVICESLLC, INC. MERIDIAN CONSULTING GROUPa Maryland limited liability company FP CHESTERFIELD ABEF, LLC RUSTIC CANYON IIILLC, LLC HOV SERVICESa Virginia limited liability company FP CHESTERFIELD CDGH, INC. CHARTER LASONLLC, INC. LASON INTERNATIONALa Virginia limited liability company FP CLOVERLEAF, INC. SOURCECORP MANAGEMENTLLC, INC. PANGEA ACQUISITIONS INC.a Maryland limited liability company FP HANOVER C, LLC, a Virginia limited liability company FP HANOVER D, LLC, a Virginia limited liability company FP PROSPERITY, LLC, a Virginia limited liability company AQUIA ONE, LLC, a Delaware limited liability company FP GATEWAY CENTER, LLC, a Maryland limited liability company XXXXX XXXX BUSINESS CENTER, L.L.C., a Maryland limited liability company INTERSTATE PLAZA OPERATING LLC, a Delaware limited liability company FP PROPERTIES II, LLC, a Maryland limited liability company By: First Potomac Realty Investment Limited Partnership, a Delaware limited partnership, in its capacity as sole member, sole general partner or the direct or indirect holder of all ownership interests in the sole member or sole general partner of each of the above-listed entities By: First Potomac Realty Trust, a Maryland real estate investment trust, its sole general partner By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Chief Executive Officer ACCEPTED AND AGREED AS OF THE 10th DAY OF MAY, 2012: KEYBANK NATIONAL ASSOCIATION, as a Subsidiary Guarantor Lender and as Agent By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President XXXXX FARGO BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Senior Vice President PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Vice President CAPITAL ONE NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx Xxxxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxxxx Xxxxxx Title: Vice President BANCTEC GROUP LLC BANCTECBANK OF MONTREAL, INC. BANCTEC (PUERTO RICO), INC. DOCUDATA SOLUTIONS, L.C. BANCTEC INTERMEDIATE HOLDING, INC. BTC INTERNATIONAL HOLDINGS, INC. HOVG, LLC MERCO HOLDINGS, LLC MANAGED CARE PROFESSIONALS, LLC BTC VENTURES, INC. RECOGNITION MEXICO HOLDING INC. DFG2 HOLDINGS, LLC DFG2, LLC DFG UK, LLC TRAC HOLDINGS, LLC, each as a Subsidiary Guarantor Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director XXXXXXX XXXXX BANK, FSB, as a Lender By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Senior Vice President CITIZENS BANK OF PENNSYLVANIA, as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice President ROYAL BANK OF CANADA, as a Lender By: /s/ Xxxxxx Xxxxxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxxx Xxxxxxxx Title: President FTS PARENT INC. TRANSCENTRAAuthorized Signatory BRANCH BANKING AND TRUST COMPANY, INC. J & B SOFTWARE, INC. REGULUS HOLDING INC. REGULUS GROUP LLC REGULUS GROUP II LLC REGULUS AMERICA LLC REGULUS INTEGRATED SOLUTIONS LLC EXELA RE LLC REGULUS WEST LLC, each as a Subsidiary Guarantor Lender By: /s/ Xxxxxx Xxxxxxxxx Xxxxx X. Xxxxx Name: Xxxxxx Xxxxxxxxx Xxxxx X. Xxxxx Title: Senior Vice President RC4 CAPITAL, LLC, as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX HOLDINGS, INC. NOVITEX INTERMEDIATE, LLC NOVITEX ACQUISITION, LLC NOVITEX ENTERPRISE SOLUTIONS, INC. SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY IBIS CONSULTING, INC., each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President SERVICES INTEGRATION GROUP, L.P. as a Subsidiary Guarantor By: SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY, its General Partner By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX GOVERNMENT SOLUTIONS, LLC as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Manager U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee a Lender By: /s/ Xxxxxx Xxxx X. Xxxx Xxxxxxx Name: Xxxxxx Xxxx X. Xxxx Xxxxxxx Title: Vice President President
Appears in 1 contract
Subsidiary Guarantors. SOURCEHOV HOLDINGS, INC. SOURCEHOV LLC CORPSOURCE HOLDINGS, LLC SOURCECORP, INCORPORATED SOURCECORP BPS INC. DELIVEREX, LLC UNITED INFORMATION SERVICES, INC. ECONOMIC RESEARCH SERVICES, INC. SOURCECORP LEGAL INC. RUST CONSULTING, INC. SOURCEHOV HEALTHCARE, INC. XXXXXXXX MEDIA LLC HOV SERVICES, LLC HOV ENTERPRISE SERVICES, INC. MERIDIAN CONSULTING GROUP, LLC RUSTIC CANYON III, LLC HOV SERVICES, INC. CHARTER LASON, INC. LASON INTERNATIONAL, INC. SOURCECORP MANAGEMENT, INC. PANGEA ACQUISITIONS INC., each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President BANCTEC GROUP LLC BANCTEC, INC. BANCTEC (PUERTO RICO), INC. DOCUDATA SOLUTIONS, L.C. BANCTEC INTERMEDIATE HOLDING, INC. BTC INTERNATIONAL HOLDINGS, INC. HOVG, LLC MERCO HOLDINGS, LLC MANAGED CARE PROFESSIONALS, LLC BTC VENTURES, INC. RECOGNITION MEXICO HOLDING INC. DFG2 HOLDINGS, LLC DFG2, LLC DFG UK, LLC TRAC HOLDINGSAGREE 6 LA & MS, LLC, each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President FTS PARENT INC. TRANSCENTRA, INC. J & B SOFTWARE, INC. REGULUS HOLDING INC. REGULUS GROUP LLC REGULUS GROUP II LLC REGULUS AMERICA LLC REGULUS INTEGRATED SOLUTIONS LLC EXELA RE LLC REGULUS WEST LLC, each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President RC4 CAPITALDelaware limited liability company AGREE 1031, LLC, as a Subsidiary Guarantor Delaware limited liability company AGREE 117 MISSION, LLC, a Michigan limited liability company AGREE 17-92, LLC, a Florida limited liability company AGREE 2016, LLC, a Delaware limited liability company AGREE ALCOA TN LLC, a Tennessee limited liability company AGREE ALLENTOWN PA LLC, a Pennsylvania limited liability company AGREE ALTOONA, PA, LLC, a Delaware limited liability company AGREE AMERICUS GA, LLC, a Delaware limited liability company AGREE ANDERSON SC LLC, a Delaware limited liability company AGREE ANN ARBOR MI, LLC, a Delaware limited liability company AGREE XXX ARBOR STATE STREET, LLC, a Michigan limited liability company By: /s/ Xxxxxx Xxxxxxxxx NameAgree Limited Partnership, a Delaware limited partnership Its: Xxxxxx Xxxxxxxxx TitleSole Member By: Agree Realty Corporation, a Maryland corporation Its: Sole Member By: Xxxx X. Agree Its: President NOVITEX HOLDINGSand Chief Executive Officer AGREE ANTIOCH, INCLLC, an Illinois limited liability company AGREE APOPKA FL, LLC, a Delaware limited liability company AGREE APPLETON WI, LLC, a Delaware limited liability company AGREE XXXXXX CHICAGO IL, LLC, a Delaware limited liability company AGREE ARLINGTON TX LLC, a Texas limited liability company AGREE XXXXXXXX, LLC, a Kansas limited liability company AGREE ATLANTIC BEACH, LLC, a Delaware limited liability company AGREE BALTIMORE MD, LLC, a Delaware limited liability company AGREE BATON ROUGE LA LLC, a Louisiana limited liability company AGREE BELTON MO LLC, a Delaware limited liability company AGREE BELVIDERE IL, LLC, an Illinois limited liability company AGREE BERWYN IL LLC, an Illinois limited liability company AGREE BLOOMINGTON MN, LLC, a Delaware limited liability company AGREE BRENHAM TX, LLC, a Delaware limited liability company AGREE BRIGHTON, LLC, a Delaware limited liability company AGREE BROOKLYN OH LLC, an Ohio limited liability company AGREE BT, LLC, a Delaware limited liability company By: Agree Limited Partnership, a Delaware limited partnership Its: Sole Member By: Agree Realty Corporation, a Maryland corporation Its: Sole Member By: Xxxx X. Agree Its: President and Chief Executive Officer AGREE BUFFALO CENTER IA, LLC, a Delaware limited liability company AGREE BURLINGTON, LLC, a Delaware limited liability company AGREE XXXXXX STATION LLC, a Delaware limited liability company AGREE CARLINVILLE IL, LLC, a Delaware limited liability company AGREE CEDAR PARK TX, LLC, a Delaware limited liability company AGREE CENTER POINT BIRMINGHAM AL LLC, an Alabama limited liability company AGREE XXXXXXXX, LLC, an Arizona limited liability company AGREE CHARLOTTE POPLAR, LLC, a North Carolina limited liability company AGREE CHICAGO KEDZIE, LLC, an Illinois limited liability company AGREE XXXXXXX GA, LLC, a Georgia limited liability company AGREE COLUMBIA SC, LLC, a Delaware limited liability company AGREE COLUMBUS OH, LLC, a Delaware limited liability company AGREE CONCORD, LLC, a North Carolina limited liability company AGREE CRYSTAL RIVER FL, LLC, a Delaware limited liability company AGREE CW, LLC, a Delaware limited liability company AGREE XXXXXX XXXXXX AVENUE SPARTANBURG SC LLC, a South Carolina limited liability company AGREE DAVENPORT IA, LLC, a Delaware limited liability company AGREE DES MOINES IA, LLC, a Delaware limited liability company By: Agree Limited Partnership, a Delaware limited partnership Its: Sole Member By: Agree Realty Corporation, a Maryland corporation Its: Sole Member By: Xxxx X. Agree Its: President and Chief Executive Officer [Signatures Continued on Next Page] AGREE DONNA TX, LLC, a Delaware limited liability company AGREE DORAVILLE GA, LLC, a Delaware limited liability company AGREE DT JACKSONVILLE NC, LLC, a Delaware limited liability company AGREE EAST PALATKA, LLC, a Florida limited liability company AGREE EDMOND OK, LLC, a Delaware limited liability company AGREE EGG HARBOR NJ, LLC, a Delaware limited liablity company AGREE EVERGREEN CO, LLC, a Delaware limited liability company AGREE FACILITY NO. NOVITEX INTERMEDIATE, LLC NOVITEX ACQUISITION, LLC NOVITEX ENTERPRISE SOLUTIONS, INC. SIG – GPI, L.L.C., A LIMITED LIABILITY COMPANY IBIS CONSULTINGa Delaware limited liability company AGREE FARMINGTON NM, INCLLC, a Delaware limited liability company AGREE FOREST MS LLC, a Mississippi limited liability company AGREE FOREST VA LLC, a Virginia limited liability company AGREE FORT MILL SC, LLC, a South Carolina limited liability company AGREE FORT WORTH TX, LLC, a Delaware limited liability company AGREE FUQUAY-VARINA, LLC, a North Carolina limited liability company AGREE GRAND CHUTE WI LLC, a Delaware limited liability company AGREE GRAND FORKS, LLC, a North Dakota limited liability company AGREE GRANDVIEW HEIGHTS OH, LLC, a Delaware limited liability company AGREE HARLINGEN LLC, a Texas limited liability company By: Agree Limited Partnership, a Delaware limited partnership Its: Sole Member By: Agree Realty Corporation, a Maryland corporation Its: Sole Member By: Xxxx X. Agree Its: President and Chief Executive Officer AGREE HAZARD KY, LLC, a Delaware limited liability company AGREE XXXXX SPRINGS MS, LLC, a Delaware limited liability company AGREE HOPKINSVILLE KY, LLC, a Delaware limited liability company AGREE IL & VA, LLC, a Delaware limited liability company AGREE INDIANAPOLIS GLENDALE LLC, a Delaware limited liability company AGREE INDIANAPOLIS IN II, LLC, a Delaware limited liability company AGREE JACKSON MS, LLC, a Delaware limited liability company AGREE JACKSONVILLE NC, LLC, a North Carolina limited liability company AGREE JOHNSTOWN, LLC, an Ohio limited liability company AGREE JOPLIN MO LLC, a Missouri limited liability company AGREE JUNCTION CITY KS LLC, a Delaware limited liability company AGREE K&G JOPLIN MO, LLC, a Delaware limited liability company AGREE K&G OK, LLC, a Delaware limited liability company AGREE KIRKLAND WA, LLC, a Delaware limited liability company AGREE LAKE IN THE HILLS, LLC, an Illinois limited liability company AGREE LAKE ZURICH IL, LLC, an Illinois limited liability company AGREE LEBANON VA, LLC, a Virginia limited liability company AGREE XXXXXX SPRINGFIELD IL, LLC, an Illinois limited liability company By: Agree Limited Partnership, a Delaware limited partnership Its: Sole Member By: Agree Realty Corporation, a Maryland corporation Its: Sole Member By: Xxxx X. Agree Its: President and Chief Executive Officer AGREE LIGONIER PA LLC, a Pennsylvania limited liability company AGREE XXXXXX AR, LLC, a Delaware limited liability company AGREE XXXXX GA, LLC., each as a Subsidiary Guarantor Georgia limited liability company AGREE M-59, LLC, a Michigan limited liability company AGREE MADISONVILLE TX LLC, a Texas limited liability company AGREE MAGNOLIA KNOXVILLE TN LLC, a Tennessee limited liability company AGREE MANASSAS VA, LLC, a Delaware limited liability company AGREE MANCHESTER LLC, a Connecticut limited liability company AGREE MANSFIELD, LLC, a Connecticut limited liability company AGREE XXXXXXXX MI OUTLOT, LLC, a Delaware limited liability company AGREE XXXXXXXX TX LLC, a Texas limited liability company AGREE MCW, LLC, a Delaware limited liability company AGREE MEMPHIS GETWELL, LLC, a Tennessee limited liability company AGREE MERRITT ISLAND FL, LLC, a Delaware limited liability company AGREE MIDDLETOWN OH, LLC, a Delaware limited liability company AGREE MILLSBORO DE, LLC, a Delaware limited liability company AGREE MINNEAPOLIS CLINTON AVE L.L.C., a Minnesota limited liability company AGREE MINOT ND, LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxx NameAgree Limited Partnership, a Delaware limited partnership Its: Xxxxxx Xxxxxxxxx TitleSole Member By: Agree Realty Corporation, a Maryland corporation Its: Sole Member By: Xxxx X. Agree Its: President SERVICES INTEGRATION GROUPand Chief Executive Officer AGREE MONTGOMERY AL LLC, L.P. as an Alabama limited liability company AGREE XXXXXX GA, LLC, a Subsidiary Guarantor Georgia limited liability company AGREE MT. XXXX FL, LLC, a Delaware limited liability company AGREE NASHUA NH, LLC, a Delaware limited liability company AGREE NEOSHO MO, LLC, a Delaware limited liability company AGREE NEW LENOX, LLC, an Illinois limited liability company AGREE NEW LENOX 2, LLC, an Illinois limited liability company AGREE NORTH LAS VEGAS, LLC, a Nevada limited liability company AGREE NORTH MIAMI BEACH FL, LLC, a Delaware limited liability company AGREE NOVI MI LLC, a Michigan limited liability company AGREE ONAWAY MI, LLC, a Delaware limited liability company AGREE ORANGE & XXXXX, LLC, a Florida limited liability company AGREE OXFORD COMMONS AL, LLC, a Delaware limited liability company AGREE XXXXXXX PENSACOLA FL, LLC, a Delaware limited liability company AGREE PENSACOLA LLC, a Florida limited liability company AGREE PENSACOLA NINE MILE LLC, a Florida limited liability company AGREE PINELLAS PARK, LLC, a Florida limited liability company AGREE PLAINFIELD LLC, a Michigan limited liability company By: SIG – GPAgree Limited Partnership, a Delaware limited partnership Its: Sole Member By: Agree Realty Corporation, a Maryland corporation Its: Sole Member By: Xxxx X. Agree Its: President and Chief Executive Officer AGREE POINCIANA, LLC, a Florida limited liability company AGREE PORT ORANGE FL, LLC, a Delaware limited liability company AGREE PORT ST. XXXX, LLC, a Delaware limited liability company AGREE PORTLAND ME, LLC, a Delaware limited liability company AGREE PORTLAND OR, LLC, a Delaware limited liability company AGREE PROVO UT, LLC, a Delaware limited liability company AGREE RAPID CITY SD, LLC, a South Dakota limited liability company AGREE RICHMOND RI, LLC, a Delaware limited liability company AGREE RICHMOND VA, LLC, a Delaware limited liability company AGREE RIVERSIDE IA, LLC, a Delaware limited liability company AGREE ROCHESTER NY LLC, a New York limited liability company AGREE ROCKFORD IL, LLC, a Delaware limited liability company AGREE RT AMITE LA, LLC, a Delaware limited liability company AGREE RT ARLINGTON TX, LLC, a Delaware limited liability company AGREE RT GULFPORT MS, LLC, a Delaware limited liability company AGREE RT JACKSON MS, LLC, a Delaware limited liability company AGREE RT PORT XXXXXX FL, LLC, a Delaware limited liability company AGREE RT VILLA RICA GA, LLC, a Delaware limited liability company By: Agree Limited Partnership, a Delaware limited partnership Its: Sole Member By: Agree Realty Corporation, a Maryland corporation Its: Sole Member By: Xxxx X. Agree Its: President and Chief Executive Officer AGREE SALEM OR LLC, a Delaware limited liability company AGREE SARASOTA FL, LLC, a Delaware limited liability company AGREE SOUTHFIELD, LLC, a Michigan limited liability company AGREE SPARTANBURG SC, LLC, a South Carolina limited liability company AGREE SPRINGFIELD IL, LLC, an Illinois limited liability company AGREE SPRINGFIELD MO, LLC, a Delaware limited liability company AGREE SPRINGFIELD OH LLC, a Delaware limited liability company AGREE ST PETERSBURG, LLC, a Florida limited liability company AGREE ST. XXXXXXXXX XXXXXX, LLC, a Delaware limited liability company AGREE ST. XXXXXX MO, LLC, a Missouri limited liability company AGREE STATESVILLE NC, LLC, a Delaware limited liability company AGREE STATHAM GA, LLC, a Georgia limited liability company AGREE STORES, LLC, a Delaware limited liability company AGREE SUN VALLEY NV LLC, a Nevada limited liability company AGREE SUNNYVALE CA, LLC, a Delaware limited liability company AGREE TERRE HAUTE IN LLC, a Delaware limited liability company AGREE TK, LLC, a Delaware limited liability company AGREE TOPEKA KS LLC, a Delaware limited liability company By: Agree Limited Partnership, a Delaware limited partnership Its: Sole Member By: Agree Realty Corporation, a Maryland corporation Its: Sole Member By: Xxxx X. Agree Its: President and Chief Executive Officer AGREE TRI-STATE LEASE, LLC, a Delaware limited liability company AGREE UPLAND CA, LLC, a Delaware limited liability company AGREE VENICE, LLC, a Florida limited liability company AGREE VERO BEACH FL, LLC, a Delaware limited liability company AGREE W 63RD CHICAGO IL, LLC, a Delaware limited liability company AGREE WHEATON IL, LLC, a Delaware limited liability company AGREE WHITTIER CA, LLC, a Delaware limited liability company AGREE WICHITA, LLC, a Kansas limited liability company AGREE WICHITA FALLS TX LLC, a Texas limited liability company AGREE WOODLAND PARK NJ, LLC, a Delaware limited liability company AGREE WOODSTOCK IL, LLC, a Delaware limited liability company INDIANAPOLIS STORE NO. 16 L.L.C., a Delaware limited liability company LUNACORP, LLC, a Delaware limited liability company MT. PLEASANT OUTLOT I, LLC, a Michigan limited liability company MT. PLEASANT SHOPPING CENTER, L.L.C., A LIMITED LIABILITY COMPANYa Michigan limited liability company PHARM NASHVILLE IN, its General Partner LLC, a Delaware limited liability company AGREE NAMPA ID, LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxx NameAgree Limited Partnership, a Delaware limited partnership Its: Xxxxxx Xxxxxxxxx TitleSole Member By: Agree Realty Corporation, a Maryland corporation Its: Sole Member By: Xxxx X. Agree Its: President NOVITEX GOVERNMENT SOLUTIONSand Chief Executive Officer PNC BANK, LLC as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Manager U.S. BANK NATIONAL ASSOCIATION, not in its individual capacityas Administrative Agent, but solely as Trustee L/C Issuer, Swing Line Lender and a Lender By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: Name: Title: REGIONS BANK, as a Lender By: Name: Title: SUNTRUST BANK, as a Lender By: Name: Title:
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Agree Realty Corp)
Subsidiary Guarantors. SOURCEHOV HOLDINGSATLAS PRIVATE WEALTH MANAGEMENT, INC. SOURCEHOV LLC CORPSOURCE BAM ADVISOR SERVICES, LLC BAM RISK MANAGEMENT, LLC XXXXXX WEALTH CONSULTING SERVICES, LLC BFSG, LLC BRIDGEWATER WEALTH & FINANCIAL MANAGEMENT LLC BUCKINGHAM ASSET MANAGEMENT, LLC FIDELITY INDEPENDENT ADVISER NEWSLETTER, LLC XXXXX FAMILY OFFICE LLC FOCUS CANADA HOLDINGS, LLC SOURCECORP, INCORPORATED SOURCECORP BPS INC. DELIVEREXFOCUS INTERNATIONAL PARTNERS LLC GRATUS CAPITAL, LLC UNITED INFORMATION SERVICESGW & XXXX, INC. ECONOMIC RESEARCH SERVICES, INC. SOURCECORP LEGAL INC. RUST CONSULTING, INC. SOURCEHOV HEALTHCARE, INC. XXXXXXXX MEDIA LLC HOV HC INSURANCE SERVICES, LLC HOV ENTERPRISE HOYLECOHEN, LLC INSTITUTIONAL AND FAMILY ASSET MANAGEMENT, LLC By: FOCUS OPERATING, LLC, its Member JFS RISK MANAGEMENT, LLC JFS WEALTH ADVISORS, LLC XXXX XXXXXXXX & CO., LLC XXXXXXX & XXXXXXX LLC LLBH PRIVATE WEALTH MANAGEMENT, LLC LVW ADVISORS, LLC XXXXXXXX WEALTH MANAGEMENT, LLC XXXXXXXX FINANCIAL ADVISORS LLC XXXXXXX INVESTMENT ADVISORS, LLC RETIREMENT ADVISORY GROUP, LLC RETIREMENT BENEFIT CONSULTING SERVICES, INC. MERIDIAN LLC RETIREMENT CONSULTING GROUP, LLC RUSTIC CANYON IIIRETIREMENT GROUP, LLC HOV SAPIENT PRIVATE WEALTH MANAGEMENT SERVICES, LLC SENTINEL BENEFITS GROUP, LLC SENTINEL FINANCIAL GROUP, LLC STRATEGIC POINT HOLDINGS, LLC STRATEGIC WEALTH PARTNERS GROUP, LLC SUMMIT FINANCIAL WEALTH ADVISORS, LLC TELEMUS CAPITAL, LLC THE COLONY GROUP, LLC THE FIDUCIARY GROUP, LLC THE PORTFOLIO STRATEGY GROUP, LLC VESTOR CAPITAL, LLC WESPAC ADVISORS, LLC WESPAC BENEFIT & INSURANCE SERVICES, LLC WESPAC PLAN SERVICES, LLC By: FOCUS OPERATING, LLC, ATLAS RISK MANAGEMENT, LLC By: ATLAS PRIVATE WEALTH MANAGEMENT, LLC, By: FOCUS OPERATING, LLC, By: THE COLONY GROUP, LLC, By: FOCUS OPERATING, LLC, IFM INSURANCE SERVICES, LLC, By: INSTITUTIONAL AND FAMILY ASSET MANAGEMENT, LLC By: FOCUS OPERATING, LLC, STRATEGIC POINT INSURANCE SERVICES, LLC By: STRATEGIC POINT HOLDINGS, LLC By: FOCUS OPERATING, LLC, STRATEGIC POINT INVESTMENT ADVISORS, LLC By: STRATEGIC POINT HOLDINGS, LLC By: FOCUS OPERATING, LLC, ACORN INSURANCE AGENCY, INC. CHARTER LASONARC ACQUISITION, LLC FOCUS ADVISORS, LLC FOCUS CONSULTING, LLC FOCUS WEALTH ADVISORS, LLC INSTITUTIONAL AND FAMILY ASSET MANAGEMENT INSURANCE, LLC QUADRANT PRIVATE WEALTH MANAGEMENT, LLC LJPR FINANCIAL ADVISORS, LLC RELATIVE VALUE PARTNERS GROUP, LLC SENTINEL BENEFITS GROUP, INC. LASON INTERNATIONALSENTINEL INSURANCE AGENCY, INC. SOURCECORP MANAGEMENTSENTINEL PENSION ADVISORS, INC. PANGEA ACQUISITIONS INC.STGP ACQUISITION, each as a Subsidiary Guarantor LLC VESTOR CAPITAL INSURANCE ADVISORS, LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President BANCTEC GROUP LLC BANCTEC, INC. BANCTEC (PUERTO RICO), INC. DOCUDATA SOLUTIONS, L.C. BANCTEC INTERMEDIATE HOLDING, INC. BTC INTERNATIONAL HOLDINGS, INC. HOVG, LLC MERCO HOLDINGS, LLC MANAGED CARE PROFESSIONALS, LLC BTC VENTURES, INC. RECOGNITION MEXICO HOLDING INC. DFG2 HOLDINGS, LLC DFG2, LLC DFG UK, LLC TRAC HOLDINGS, LLC, each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President FTS PARENT INC. TRANSCENTRA, INC. J & B SOFTWARE, INC. REGULUS HOLDING INC. REGULUS GROUP LLC REGULUS GROUP II LLC REGULUS AMERICA LLC REGULUS INTEGRATED SOLUTIONS LLC EXELA RE LLC REGULUS WEST LLC, each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President RC4 VESTOR CAPITAL, LLC, as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX HOLDINGSFOCUS OPERATING, INC. NOVITEX INTERMEDIATELLC, TELEMUS INSURANCE SERVICES, LLC NOVITEX ACQUISITIONBy: TELEMUS CAPITAL, LLC, By: FOCUS OPERATING, LLC, FOCUS OPERATING, LLC NOVITEX ENTERPRISE SOLUTIONS, INC. SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY IBIS CONSULTING, INC., each as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President SERVICES INTEGRATION GROUP, L.P. as a Subsidiary Guarantor By: SIG – GP, L.L.C., A LIMITED LIABILITY COMPANY, its General Partner By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: President NOVITEX GOVERNMENT SOLUTIONS, LLC as a Subsidiary Guarantor By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Manager U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President OF AMERICA N.A.,
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Focus Financial Partners Inc.)