Section 10.1.
Indemnities by the Borrower
133139
Section 10.2.
Indemnities by the Servicer
136141
ARTICLE XI THE DEAL AGENT AND LENDER AGENTS
137142
Section 11.1.
The Deal Agent
137142
Section 11.2.
The Lender Agents
139144
ARTICLE XII MISCELLANEOUS
141146
Section 12.1.
Amendments and Waivers
141146
Section 12.2.
Notices, Etc
142147
Section 12.3.
Liabilities to Obligors
143148
Section 12.4.
No Waiver, Rights and Remedies
143149
Section 12.5.
Binding Effect
144149
Section 12.6.
Term of this Agreement
144149
Section 12.7.
GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF OBJECTION TO VENUE
144149
Section 12.8.
WAIVER OF JURY TRIAL
144149
Section 12.9.
Costs, Expenses and Taxes
144150
Section 12.10.
No Proceedings
145150
Section 12.11.
Recourse Against Certain Parties
146151
Section 12.12.
Protection of Security Interest; Appointment of Deal Agent as Attorney-in-Fact
147152
Section 12.13.
Confidentiality
148153
Section 12.14.
Third Party Beneficiaries
149154
Section 12.15.
Execution in Counterparts; Severability; Integration
149154
Section 12.16.
Waiver of Setoff
149154
Section 12.17.
Assignments by the Lenders
149154
Section 12.18.
Heading and Exhibits
151157
-iv-
TABLE OF CONTENTS
(continued)
Page
Section 12.19.
Sharing of Payments on Transferred Loans Subject to the Retained Interest
Provisions
151157
Section 12.20.
Non-Confidentiality of Tax Treatment
152157
Section 12.21.
Conduit Lender as Institutional Lender
152158
Section 12.22.
Institutional Lenders and Conduit Lenders
152158
Section 12.23.
Judgment Currency
153158
-v-
ANNEXES Annex A
Notice Information
Annex B
Commitments
Annex C
Collection Account Information
Annex D
Deal Agent's Accounts
Annex E
Covenant-lite Loans[Reserved]
Annex F
ACAS Business Trust SecuritiesDiversity Score Table
Annex G
Moody's Industry Classifications
EXHIBITS EXHIBIT A-1
Borrower Notice (Funding Request)
EXHIBIT A-2-a
Borrower Notice (Swingline Funding Request)
EXHIBIT A-2-b
Borrower Notice (Alternative Currency Swingline Funding Request)[Reserved]
EXHIBIT A-3
Borrower Notice (Reduction of Advances Outstanding and Reduction of Facility
Amount)
EXHIBIT B-1-a
Form of Structured Note (Dollars)
EXHIBIT B-1-b
Form of Structured Note (Alternative Currency)
EXHIBIT B-2
Form of Swingline Note
EXHIBIT B-3
Form of Alternative Currency Swingline Note[Reserved]
EXHIBIT C
Form of Amended and Restated Trust Agreement
EXHIBIT D
Form of Assignment and Acceptance
EXHIBIT E
Form of Monthly Report
EXHIBIT F
Form of Servicer's Certificate
EXHIBIT G
Credit and Collection Policy
EXHIBIT H-1
Form of Hedging Agreement (Wachovia) (including Schedule)
EXHIBIT H-2
Form of Hedging Agreement (JPMorgan Chase) (including Schedule)[Reserved]
EXHIBIT I
Form of Certificate of Borrower's Counsel
EXHIBIT J
Form of Trust Receipt and Initial Certification
EXHIBIT K
Form of Trust Receipt and Final Certification
EXHIBIT L
Form of Request for Release of Loan Documents and Receipt
EXHIBIT M
[Reserved]
EXHIBIT N
Form of Reinvestment Certification
EXHIBIT O-1
Officer's Certificate as to Solvency from Originator
EXHIBIT O-2
Officer's Certificate as to Solvency from Borrower
EXHIBIT P-1
Officer's Closing Certificate from Originator
EXHIBIT P-2
Officer's Closing Certificate from Borrower
EXHIBIT Q-1
Power of Attorney from Servicer
EXHIBIT Q-2
Power of Attorney from Borrower
EXHIBIT R
Form of Notice and Request for Consent
EXHIBIT S
[Reserved]
EXHIBIT T
Form of Agent and Intercreditor Provisions for Agented Notes
EXHIBIT U
[Reserved]
EXHIBIT V
Form of Transferee Letter
EXHIBIT W
Form of Joinder