Setoff
84 12.03.
Notices
84 12.04.
Benefit of Agreement;
Assignments; Participations
85 12.05.
No Waiver; Remedies Cumulative
86
12.06.
Payments Pro Rata
87
(iii)
12.07.
Calculations; Computations
87 12.08.
GOVERNING LAW; SUBMISSION
TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL
87 12.09.
Counterparts
88
12.10.
Effectiveness
89 12.11.
Headings Descriptive
89 12.12.
Amendment or Waiver; etc.
89 12.13.
Survival
90 12.14.
Domicile of
Loans
90 12.15.
Register
90 12.16.
Confidentiality
91 12.17.
Special Provisions Regarding Pledges of Equity Interests in, and Promissory
Notes Owed by, Persons Not Organized in the United States
91 12.18.
Patriot Act
92 12.19.
Post-Closing Actions
92
(iv)
SCHEDULE 1.01(a)
Commitments SCHEDULE 12.03
Lender Addresses SCHEDULE
12.19
Post Closing Matters EXHIBIT A-1
Form of Notice of Borrowing EXHIBIT
A-2
Form of Notice of Conversion/Continuation EXHIBIT B
Form of Note
EXHIBIT C
Form of Section 4.04(b)(ii) Certificate EXHIBIT D
Opinion of
Wilson Sonsini Goodrich & Rosati EXHIBIT E
Form of Officers' Certificate
EXHIBIT F
Form of Guaranty and Collateral Agreement EXHIBIT G
Form of
Solvency Certificate EXHIBIT H
Form of Compliance Certificate EXHIBIT I
Form of Assignment and Assumption Agreement EXHIBIT J
Form of Intercompany
Note EXHIBIT K
Form of Incremental Term Loan Commitment Agreement
(v)