absent manifest error.
This Swing Line Note is the Swing Line Note referred to in the Credit
Agreement (the "Credit Agreement") dated as of May 1, 2006 among the Borrower,
the Banks and SunTrust Bank, as Administrative Agent for the Banks and evidences
the Swing Line Loans made by the Bank thereunder. Capitalized terms used in this
Swing Line Note have the respective meanings assigned to them in the Credit
Agreement.
Upon the occurrence of an Event of Default, under the Credit Agreement, the
principal hereof and accrued interest hereon shall become, or may be declared to
be, forthwith due and payable in the manner, upon the conditions and with the
effect provided in the Credit Agreement.
The Borrower agrees to pay costs of collection and reasonable attorneys'
fees in case default occurs in the payment of this Swing Line Note.
Presentment for payment, notice of dishonor, protest and notice of protest
are hereby waived.
This Swing Line Note has been executed and delivered this [___] day of
, 2006 in New York, New York, and shall be construed in
accordance with and governed by the laws of the State of New York.
NATIONAL CONSUMER COOPERATIVE BANK D/B/A NATIONAL COOPERATIVE
BANK
BY:
NAME:
TITLE:
2
SCHEDULE TO SWING LINE NOTE
MADE BY
NATIONAL CONSUMER COOPERATIVE BANK
IN FAVOR OF SUNTRUST BANK
This Swing Line Note evidences the Swing Line Loans made under the within
described Agreement, in the principal amounts, and on the dates set forth below,
subject to the payments set forth below:
PRINCIPAL
INTEREST
AMOUNT OF
DUE DATE
RATE ON
AMOUNT OF
BALANCE
NOTATION DATE MADE
LOAN
OF LOAN
LOAN
PAYMENT
OUTSTANDING
MADE BY
EXHIBIT B
TO CREDIT AGREEMENT
BY AND AMONG
NATIONAL CONSUMER COOPERATIVE BANK
AND
CERTAIN BANKS NAMED THEREIN
AND
SUNTRUST BANK, AS ADMINISTRATIVE AGENT FOR THE BANKS
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
Reference is made to the Credit Agreement dated as of
___, 2006 (as amended, supplemented, restated or otherwise modified from time to
time, the "Credit Agreement"; the terms defined therein being used herein as
therein defined) among NATIONAL CONSUMER COOPERATIVE BANK D/B/A NATIONAL
COOPERATIVE BANK, a corporation chartered by Act of Congress of the United
States (the "Borrower"), the Banks party thereto and SunTrust Bank, as Swing
Line Lender, Issuing Bank and as Agent for the Banks (the "Agent").
The "ASSIGNOR" and the "ASSIGNEE" referred to on Schedule I hereto agree as
follows:
1. The Assignor hereby sells and assigns to the Assignee, without recourse,
and the Assignee hereby purchases and assumes from the Assignor, an interest in
and to the Assignor's rights and obligations under the Credit Agreement
(including, without limitation, its Revolving Commitment, together with
participation interests in the LC Exposure and the Swing Line Exposure) as of
the date hereof equal to the percentage interest specified on Schedule I hereto
of all outstanding rights and obligations under the Credit Agreement as
specified on Schedule I hereto. After giving effect to such sale and assignment,
the Assignee's