91
9.3Exculpatory Provisions.
91
9.4Reliance by Administrative Agent.
92
9.5Delegation of Duties.
93
9.6Resignation of Administrative Agent.
93
9.7Non-Reliance on Administrative Agent and Other Lenders.
94
9.8No Other Duties, etc.
94
9.9Administrative Agent's Fee.
94
9.10Authorization to Release Collateral and Guarantors.
94
9.11No Reliance on Administrative Agent's Customer Identification Program.
95
10.MISCELLANEOUS
95
10.1Modifications, Amendments or Waivers.
95
10.1.1Increase of Commitment.
95
10.1.2Extension of Payment; Reduction of Principal, Interest or Fees;
Modification of Terms of Payment.
95
10.1.3Release of Collateral or Guarantor.
95
10.1.4Miscellaneous.
96
10.2No Implied Waivers; Cumulative Remedies.
96
10.3Expenses; Indemnity; Damage Waiver.
96
10.3.1Costs and Expenses.
96
10.3.2Indemnification by the Borrower.
97
10.3.3Reimbursement by Lenders.
97
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204300082
10.3.4Waiver of Consequential Damages, Etc.
98
10.3.5Payments.
98
10.4Holidays.
98
10.5Notices; Effectiveness; Electronic Communication.
98
10.5.1Notices Generally.
98
10.5.2Electronic Communications.
99
10.5.3Change of Address, Etc.
99
10.6Severability.
99
10.7Duration; Survival.
99
10.8Successors and Assigns.
100
10.8.1Successors and Assigns Generally.
100
10.8.2Assignments by Lenders.
100
10.8.3Register.
102
10.8.4Participations.
102
10.8.5Certain Pledges; Successors and Assigns Generally.
103
10.9Confidentiality.
103
10.9.1General.
103
10.9.2Sharing Information With Affiliates of the Lenders.
104
10.10Counterparts; Integration; Effectiveness.
104
10.10.1Counterparts; Integration; Effectiveness.
104
10.11CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF
PROCESS; WAIVER OF JURY TRIAL.
104
10.11.1Governing Law.
104
10.11.2SUBMISSION TO JURISDICTION.
104
10.11.3WAIVER OF VENUE.
105
10.11.4SERVICE OF PROCESS.
105
10.11.5WAIVER OF JURY TRIAL.
105
10.12USA Patriot Act Notice.
106
10.13Acknowledgement and Consent to Bail-In of EEA Financial Institutions
Contractual Recognition of Bail-In.
106
10.14No Advisory or Fiduciary Responsibility.
106
10.15Joinder of Guarantors.
107
10.16Release of Collateral Securing the Obligations.
107
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204300082
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A)
-
PRICING GRID
SCHEDULE 1.1(B)
-
COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
SCHEDULE 1.1(E)
-
EXISTING LETTERS OF CREDIT
SCHEDULE 1.1(I)
-
IMMATERIAL DOMESTIC SUBSIDIARIES
SCHEDULE 1.1(P)
-
PERMITTED LIENS
SCHEDULE 5.1.2
-
SUBSIDIARIES
SCHEDULE 7.1.3
-
INSURANCE REQUIREMENTS RELATING TO COLLATERAL
SCHEDULE 7.2.1
-
PERMITTED INDEBTEDNESS
SCHEDULE 7.2.4
-
PERMITTED LOANS OR INVESTMENTS
EXHIBITS
EXHIBIT 1.1(A)
-
ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(G)(1)
-
GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)
-
GUARANTY AGREEMENT
EXHIBIT 1.1(I)
-
INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(N)(1)
-
REVOLVING CREDIT NOTE
EXHIBIT 1.1(N)(2)
-
SWING LOAN NOTE
EXHIBIT 1.1(P)(1)
-
PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT
EXHIBIT 1.1(P)(2)
-
PLEDGE AGREEMENT
EXHIBIT 1.1(S)
-
SECURITY AGREEMENT
EXHIBIT 2.5.1
-
LOAN REQUEST
EXHIBIT 2.5.2
-
SWING LOAN REQUEST
EXHIBIT 4.9.7(A)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not
Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 4.9.7(B)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not
Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 4.9.7(C)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are
Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 4.9.7(D)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships
For U.S. Federal Income Tax Purposes)
EXHIBIT 7.2.6
-
ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 7.3.4
-
QUARTERLY COMPLIANCE CERTIFICATE
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204300082
CREDIT AGREEMENT
THIS CREDIT AGREEMENT is dated as of May 9, 2016 and is made