SECTION 13.10.
Confidentiality
175176
SECTION 13.11.
Independence of Representations, Warranties and Covenants
176177
SECTION 13.12.
Severability
176177
SECTION 13.13.
Gaming Laws
176177
SECTION 13.14.
USA Patriot Act
177178
SECTION 13.15.
Judgment Currency
177178
SECTION 13.16.
Waiver of Claims
177178
SECTION 13.17.
No Advisory or Fiduciary Responsibility
178179
SECTION 13.18.
Lender Action
178179
SECTION 13.19.
Interest Rate Limitation
179
SECTION 13.20.
Payments Set Aside
179180
SECTION 13.21.
Acknowledgement and Consent to Bail-In of EEA Financial Institutions
179180
SECTION 13.22.
Effect of this Agreement
180181
iv
ANNEXES:
ANNEX A-1
-
Revolving Commitments on the Closing Date
ANNEX A-2
-
Term A Facility Loans
ANNEX A-3
-
Term B Facility Commitments
ANNEX B
-
Applicable Margin for Revolving Loans, and Swingline Loans (In Each Case, Under
the Closing Date Revolving Facility and the First Amendment Extended Revolving
Facility) and Term A Facility Loans and Applicable Fee Percentage
ANNEX C
-
Amortization Payments - Term A Facility Loans
SCHEDULES:
SCHEDULE 1.01(A)
-
Excluded Subsidiary Agreements
SCHEDULE 1.01(B)
-
Existing Investment Returns
SCHEDULE 1.01(C)
-
Guarantors
SCHEDULE 1.01(D)
-
Initial Mortgaged Real Property
SCHEDULE 2.03(n)
-
Existing Letters of Credit
SCHEDULE 7.01(c)(ii)
-
Jurisdictions of Local Counsel Opinions
SCHEDULE 7.01(j)
-
Closing Date Environmental Assessment Reports
SCHEDULE 8.03
-
Litigation
SCHEDULE 8.07
-
ERISA
SCHEDULE 8.08
-
Taxes
SCHEDULE 8.10
-
Environmental Matters
SCHEDULE 8.12(a)
-
Subsidiaries
SCHEDULE 8.12(b)
-
Immaterial Subsidiaries
SCHEDULE 8.12(c)
-
Unrestricted Subsidiaries
SCHEDULE 8.13(a)
-
Ownership
SCHEDULE 8.13(b)
-
Vessels
SCHEDULE 8.15
-
Licenses and Permits
SCHEDULE 8.19
-
Intellectual Property
SCHEDULE 8.21
-
Regulation H
SCHEDULE 8.23(a)
-
Real Property
SCHEDULE 8.23(b)
-
Real Property Takings, Etc.
SCHEDULE 8.25(a)
-
No Certificates of Occupancy; Violations, Etc.
SCHEDULE 8.25(b)
-
Encroachment, Boundary, Location, Possession Disputes
SCHEDULE 9.12
-
Designated Unrestricted Subsidiaries
SCHEDULE 9.12(d)
-
Designated Unrestricted Subsidiaries - First Amendment to A&R Credit Agreement
Effective Date
SCHEDULE 9.14
-
Post-Closing Matters
SCHEDULE 10.01
-
Existing Indebtedness
SCHEDULE 10.02
-
Certain Existing Liens
SCHEDULE 10.04
-
Investments
EXHIBITS:
EXHIBIT A-1
-
Form of Revolving Note
EXHIBIT A-2
-
Form of Term A Facility Note
EXHIBIT A-3
-
Form of Term B Facility Note
EXHIBIT A-4
-
Form of Swingline Note
EXHIBIT B
-
Form of Notice of Borrowing
EXHIBIT C
-
Form of Notice of Continuation/Conversion
EXHIBIT D
-
Forms of U.S. Tax Compliance Certificate
EXHIBIT E
-
[Reserved]
v
EXHIBIT F
-
[Reserved]
EXHIBIT G
-
Form of Solvency Certificate
EXHIBIT H
-
Form of Security Agreement
EXHIBIT I
-
Form of Mortgage
EXHIBIT J
-
Form of Ship Mortgage
EXHIBIT K
-
Form of Assignment and Assumption Agreement
EXHIBIT L
-
Form of Letter of Credit Request
EXHIBIT M
-
Form of Joinder Agreement
EXHIBIT N
-
Form of Perfection Certificate
EXHIBIT O
-
Form of Auction Procedures
EXHIBIT P
-
Form of Open Market Assignment and Assumption Agreement
EXHIBIT Q
-
Form of Term Loan Extension Amendment
EXHIBIT R
-
Form of Revolving Extension Amendment
EXHIBIT S
-
Form of Pari Passu Intercreditor Agreement
EXHIBIT T