23.11.
Lenders
88
23.12.
Action by Agent
88
23.13.
Appointment of Collateral Agent as Security Trustee
89
23.14.
Intercreditor Agreement
89
24.
MISCELLANEOUS
89
24.1.
Reaffirmation of the Loan Documents
89
24.2.
Successors
and Assigns
89
24.3.
Severability
89
24.4.
Construction
90
TABLE OF CONTENTS
Section
Page
24.5.
Counterparts
90
24.6.
Governing
Law
90
24.7.
Waiver of Jury Trial
90
24.8.
Usury
Savings Clause
91
24.9.
Right of Set-off
91
24.10.
Marshalling; Payments Set Aside
91
24.11.
Limitation of Liability
92
24.12.
Submission to Jurisdiction; Waivers
92
24.13.
Judgment Currency
93
SCHEDULE A
-
Information Relating to Lenders
A-1 SCHEDULE B
-
Defined Terms
B-1 SCHEDULE 5.1
-
Principal Companies and Subsidiaries;
Organization, Powers, Qualification, Good Standing, Business and Subsidiaries
SCHEDULE 5.2(c)
-
Consents, Approvals, Government Authorizations, etc.
SCHEDULE 5.3
-
Financial Statements
SCHEDULE 5.4
-
Absence of
Certain Developments
SCHEDULE 5.4(b)
-
Dividends, Redemptions, Etc.
SCHEDULE 5.4(d)
-
Parent Options, Warrants, Etc.
SCHEDULE 5.4(e)
-
Employee bonus, compensation, severance, etc.
SCHEDULE 5.4(s)
-
Intellectual Property Rights
SCHEDULE 5.4(t)
-
Suppliers and Customers
SCHEDULE 5.4(x)
-
Tax Elections
SCHEDULE 5.5(a)
-
Real
Property Assets
SCHEDULE 5.5(a)(v)
-
Real Property
SCHEDULE 5.5(b)
-
Intellectual Property
SCHEDULE 5.5(c)
-
Tangible Personal
Property
SCHEDULE 5.6
-
Certain Litigation
TABLE OF CONTENTS
Section
Page
SCHEDULE 5.7
-
Payment of Taxes
SCHEDULE 5.8(b)
-
Conflicts with
Contractual Obligations
SCHEDULE 5.8(f)
-
Necessary Permits
SCHEDULE
5.11(g)
-
Employee Program
SCHEDULE 5.11(i)
-
Employee Benefit
Plan Violations
SCHEDULE 5.12
-
Brokers' and Finders' Fees
SCHEDULE
5.13
-
Environmental Matters
SCHEDULE 5.14(a)
-
Labor Relations
SCHEDULE 5.14(b)
-
Employee Salaries
SCHEDULE 5.18(a)
-
Existing Indebtedness
SCHEDULE 5.18(b)
-
Contingent Obligations
SCHEDULE 5.18(c)
-
Future Liens
SCHEDULE 5.24
-
Deposit Accounts;
Securities Accounts
SCHEDULE 5.25
-
Loans to Directors and Officers
SCHEDULE 5.26
-
Insurance Policies
SCHEDULE 5.27
-
Major
Customers
SCHEDULE 5.28
-
Absence of Certain Practices
SCHEDULE
5.29(a)
-
Accounts and Notes Receivable
SCHEDULE 5.29(b)
-
Accounts and Notes Payable
SCHEDULE 5.31
-
Internal Controls
SCHEDULE 5.34
-
Transactions with Affiliates
SCHEDULE 9.16
-
Post-Closing Covenants
SCHEDULE 10.2
-
Existing Liens
SCHEDULE
10.3(e)
-
Existing Investments
TABLE OF CONTENTS
Section
Page
SCHEDULE 10.3(h)
-
Existing Investments in Non-Grantor Subsidiaries
EXHIBIT A
-
Form of Note
EXHIBIT B
-
Form of Compliance
Certificate
EXHIBIT C-1
-
Matters to be covered in Opinion of Special
U.S. Counsel for the Loan Parties
EXHIBIT C-2
-
Matters to be covered
in Opinions of Special Canadian Counsel for the Loan Parties
EXHIBIT C-3
-
Matters to be covered in Opinion of Special Irish Counsel for the Loan
Parties
EXHIBIT D
-
Form of Assignment Agreement
EXHIBIT E
-
Form of Solvency Certificate
EXHIBIT F
-
Form of Subsidiary Guaranty
EXHIBIT G-1
-
Form of U.S. Security Agreement
EXHIBIT G-2
-
Form
of Debenture
EXHIBIT G-3
-
Form of Share Charge
EXHIBIT H
-
Form of Intercompany Subordination Agreement
EXHIBIT I
-
Form of Parent
Guaranty
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT