Bond issued for the benefit of the Metropolitan Government
of Nashville and Davidson County, Acting By and Through the Electric Power
Board.
Earn-Out Payments with respect to that certain Asset Purchase Agreement, dated
as of September 18, 2017, by and between BG Finance and Accounting, Inc., Smart
Resources, Inc.,
Accountable Search, LLC, Timothy J. Flood, and Margaret
Laundry Francis.
Schedule 8.1
Schedule 8.2
Existing Liens
None.
Schedule 8.2
Schedule 8.5
Existing Investments
Schedule 6.13, Subsidiaries, Ventures, Etc is hereby incorporated by reference.
Schedule 8.5
Schedule 12.11
Notices
Notices under this Agreement shall be given:
(a)
if to Borrower, to it at 5850 Granite Parkway, Suite 730, Plano,
Texas 75024, Attention of Dan Hollenbach (Telephone No. 972-692-2422; Email:
);
(b)
if to Administrative Agent, L/C Issuer, or Swing Line Lender, to it at
BMO Financial Group, 770 North Water Street, 4th Floor, Milwaukee, WI 53202,
Attention of Maria D'Amato (Telephone No. 414-765-8101; Email:
maria.d');
(d)
if to a Lender, to it at its address (or facsimile number) set forth in
its Administrative Questionnaire.
Schedule 12.11
EXHIBIT A
Assignment and Assumption
This Assignment and Assumption (the "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each] Assignor identified in item 1 below ([the][each, an] "Assignor") and
[the][each] Assignee identified in item 2 below ([the][each, an] "Assignee").
[It is understood and agreed that the rights and obligations of [the
Assignors][the Assignees] hereunder are several and not joint.] Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (as amended, the "Credit Agreement"), receipt
of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard
Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to
and incorporated herein by reference and made a part of this Assignment and
Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by Administrative
Agent as contemplated below (i) all of [the Assignor's][the respective
Assignors'] rights and obligations in [its capacity as a Lender][their
respective capacities as Lenders] under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the
amount and percentage interest identified below of all of such outstanding
rights and obligations of [the Assignor][the respective Assignors] under the
respective facilities identified below (including without limitation any letters
of credit, guarantees, and swingline loans included in such facilities), and
(ii) to the extent permitted to be assigned under applicable law, all claims,
suits, causes of action and any other right of [the Assignor (in its capacity as
a Lender)][the respective Assignors (in their respective capacities as Lenders)]
against any Person,