Common use of Term Loan Facility Assignments Clause in Contracts

Term Loan Facility Assignments. Each assignment of the U.S. Term Loans and the Cayman Term Loans shall be made on a pro rata basis by such assigning Lender in proportion to the respective amounts of such Loans held by such assigning Lender at such time. Credit Suisse AG, as Administrative Agent Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 ATTN: Loan Operations Agency Group Ladies and Gentlemen: The undersigned Borrower[s], refer[s] to the Credit Agreement dated as of [May 8], 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxxxxx Expeditions, Inc., a New York corporation and Xxxxxxxx Maritime Enterprises, Ltd., an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (together, the “Borrowers” and each a “Borrower”), the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned Borrower[s] hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Name of Borrower[s]: (B) Class of Borrowing:5 (C) Type of Borrowing:6 (D) Date of Borrowing:7 (E) Account Number and Location: (F) Principal Amount of Borrowing: (G) Interest Period:8 4 Must be notified irrevocably by telephone (a) in the case of a Eurodollar Borrowing, not later than 12:00 noon (New York City time) three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon (New York City time) on the day of the proposed Borrowing, in each case to be promptly confirmed by hand delivery or fax. 5 Specify whether Borrowing is a Cayman Term Loan, U.S. Term Loan, Incremental Term Loan, Specified Incremental Term Loans, Other Loans or a Borrowing of such other Class as has been established pursuant to the Credit Agreement. 6 Specify whether Borrowing is a Eurodollar Loan or an ABR Loan. 7 Date of Borrowing must be a Business Day. Except with respect to the Credit Event to occur on the Closing Date, the undersigned Borrower[s] hereby represent[s] and warrant[s] to the Administrative Agent and the Lenders that on the Date of Borrowing herein referenced, the conditions to lending specified in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement shall have been satisfied (or waived). 8 If such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. [XXXXXXXX EXPEDITIONS, INC.] by: Name: Title: [XXXXXXXX MARITIME ENTERPRISES, LTD.] by: Name: Title: Reference is hereby made to the Credit Agreement dated as of [May 8], 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxxxxx Enterprises, Inc., Xxxxxxxx Maritime Enterprises, Ltd. (together, the “Borrowers” and each, individually, a “Borrower”), the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Pursuant to the provisions of Section 2.20 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loans (as well as any Notes evidencing such Loans) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of either of the Borrowers within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to either of the Borrowers as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Term Loan Facility Assignments. Each assignment of the U.S. Term Loans and the Cayman Term Loans shall be made on a pro rata basis by such assigning Lender in proportion to the respective amounts of such Loans held by such assigning Lender at such time. Credit Suisse AG, as Administrative Agent Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 ATTN: Loan Operations Agency Group Ladies and Gentlemen: The undersigned Borrower[s], refer[s] to the Second Amended and Restated Credit Agreement dated as of [May 8]March 7, 2015 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxxxxx Expeditions, LLC, a Delaware limited liability company (successor by merger to Xxxxxxxx Expeditions, Inc., a New York corporation and corporation, the “U.S. Borrower”), Xxxxxxxx Maritime Enterprises, Ltd., an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (togetherthe “Cayman Borrower” and, together with the U.S. Borrower, each, individually a “Borrower” and, collectively, the “Borrowers” and each ”), Xxxxxxxx Expeditions Holdings, Inc., a Delaware corporation (“BorrowerHoldings”), the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned Borrower[s] hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Name of Borrower[s]:: __________________________________ (B) Class and Type of Borrowing:5Borrowing:8 __________________________________ ☐ Term Borrowing [ABR][Eurodollar] Borrowing ☐ Revolving Borrowing [ABR][Eurodollar] Borrowing (C) Type Date of Borrowing:6Borrowing:9 __________________________________ (D) Date of Borrowing:7 (E) Account Number and Location: (F) Principal Amount of Borrowing: (G) Interest Period:8 4 : __________________________________ 7 Must be notified irrevocably by telephone (a) in the case of a Eurodollar Borrowing, not later than 12:00 noon (New York City time) three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon (New York City time) on the day of the proposed Borrowing, in each case to be promptly confirmed by hand delivery or fax. 5 8 Specify (a) whether the requested Borrowing is to be a Cayman Term Loan, U.S. Term Loan, Incremental Term Loan, Specified Incremental Term Loans, Other Loans or a Borrowing of such other Class as has been established pursuant to the Credit Agreement. 6 Specify Revolving Loan and (b) whether Borrowing is a Eurodollar Loan or an ABR Loan. 7 9 Date of Borrowing must be a Business Day. . (E) Principal Amount of Borrowing: __________________________________ (F) Interest Period:10 [___] month(s) ending [_________________] Except with respect to the Credit Event to occur on the Closing Date, the undersigned Borrower[s] hereby represent[s] and warrant[s] to the Administrative Agent and the Lenders that on the Date of Borrowing herein referenced, the conditions to lending specified in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement shall have been satisfied (or waived). 8 10 If such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. [XXXXXXXX EXPEDITIONS, INC.] by: Name: Title: [XXXXXXXX MARITIME ENTERPRISES, LTD.] by: Name: Title: Reference is hereby made to the Credit Agreement dated as of [May 8], 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxxxxx Enterprises, Inc., Xxxxxxxx Maritime Enterprises, Ltd. (together, the “Borrowers” and each, individually, a “BorrowerBorrowed”), the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Pursuant to the provisions of Section 2.20 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loans (as well as any Notes evidencing such Loans) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of either of the Borrowers within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to either of the Borrowers as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Term Loan Facility Assignments. Each assignment of the U.S. Term Loans and the Cayman Term Loans shall be made on a pro rata basis by such assigning Lender in proportion to the respective amounts of such Loans held by such assigning Lender at such time. Credit Suisse AG, Cayman Islands Branch, as Administrative Agent Eleven Xxxxxxx Xxxxxx Xxx XxxxMadison Avenue New York, Xxx Xxxx 00000 New York 10010 ATTN: Loan Operations Agency Group Ladies and Gentlemen: The undersigned Borrower[s], ] refer[s] to the Third Amended and Restated Credit Agreement Agreement, dated as of [May 8]March 27, 2015 2018 (as may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxxxxx Expeditions, Inc.LLC, a New York corporation and Delaware limited liability company (the “U.S. Borrower”), Xxxxxxxx Maritime Enterprises, Ltd., an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (togetherthe “Cayman Borrower” and, together with the U.S. Borrower, each, individually a “Borrower” and, collectively, the “Borrowers” and each ”), Xxxxxxxx Expeditions Holdings, Inc., a Delaware corporation (“BorrowerHoldings”), the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, Cayman Islands Branch, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) for the Lenders). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned Borrower[s] hereby gives give[s] you notice pursuant to Section 2.03 of the Credit Agreement that it requests [it][they] request[s] a Borrowing under the Credit AgreementAgreement and, and in that connection sets connection, set[s] forth below the terms on which such Borrowing is requested to be made: (A) Name of Borrower[s]: (B) Class and Type of Borrowing:5Borrowing:7 ☐ Term Borrowing [ABR][Eurodollar] Borrowing ☐ Revolving Borrowing [ABR][Eurodollar] Borrowing (C) Type of Borrowing:6 (D) Date of Borrowing:7 (E) Account Number and Location: (F) Principal Amount of Borrowing: (G) Interest Period:8 4 Must Borrowing:8 6 Notice to be notified irrevocably delivered by telephone (a) in the case of a Eurodollar Borrowing, not later than 12:00 noon (New York City time) three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon 10:00 a.m. (New York City time) on the day of the proposed Borrowing, in each case . 7 Specify (a) whether the requested Borrowing is to be promptly confirmed by hand delivery or fax. 5 Specify whether Borrowing is a Cayman Term Loan, U.S. Term Loan, Incremental Term Loan, Specified Incremental Term Loans, Other Loans or a Borrowing of such other Class as has been established pursuant to the Credit Agreement. 6 Specify Revolving Loan and (b) whether Borrowing is a Eurodollar Loan or an ABR Loan. 7 8 Date of Borrowing must be a Business Day. . (D) Account Number and Location: (E) Principal Amount of Borrowing: ____________________ (F) Interest Period:9 [ ] month(s) ending [ ] Except with respect to the Credit Event to occur on the Closing Third Restatement Date, the undersigned Borrower[s] hereby represent[s] and warrant[s] to the Administrative Agent and the Lenders that on the Date of Borrowing herein referenced, the conditions to lending specified in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement shall have been satisfied (or waived). 8 9 If such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. [XXXXXXXX EXPEDITIONS, INC.LLC] by: Name: Title: [XXXXXXXX MARITIME ENTERPRISES, LTD.] by: Name: Title: Reference is hereby made to the Third Amended and Restated Credit Agreement Agreement, dated as of [May 8]March 27, 2015 2018 (as may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxxxxx EnterprisesExpeditions, Inc.LLC, Xxxxxxxx Maritime Enterprises, Ltd. (together, the “Borrowers” and each, individually, a “Borrower”), Xxxxxxxx Expeditions Holdings, Inc., a Delaware corporation, as Holdings, the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, Cayman Islands Branch, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) for the Lenders). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Pursuant to the provisions of Section 2.20 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loans (as well as any Notes evidencing such Loans) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of either of the Borrowers within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to either of the Borrowers as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.