Waivers; Etc.
176
SECTION 13.10.
Confidentiality
177
SECTION 13.11.
Independence of Representations, Warranties and Covenants
178
SECTION 13.12.
Severability
178
SECTION 13.13.
Gaming Laws
178
SECTION 13.14.
USA Patriot Act
179
SECTION 13.15.
Judgment Currency
179
SECTION 13.16.
Waiver of Claims
180
SECTION 13.17.
No Advisory or Fiduciary Responsibility
180
SECTION 13.18.
Lender Action
180
SECTION 13.19.
Interest Rate Limitation
181
SECTION 13.20.
Payments Set Aside
181
SECTION 13.21.
Acknowledgement and Consent to Bail-In of EEA Financial Institutions
181
iv
Page
SECTION 13.22.
Effect of this Agreement
182
v
ANNEXES:
ANNEX A-1
-
Revolving Commitments
ANNEX A-2
-
Term A Facility Loans
ANNEX A-3
-
Term B Facility Commitments
ANNEX B
-
Applicable Margin for Revolving Loans, Swingline Loans 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 9.14
-
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]
EXHIBIT F
-
[Reserved]
vi
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
-
Form of Second Lien Intercreditor Agreement
EXHIBIT U
-
Form of Master Lease Landlord Acknowledgement
EXHIBIT V
-
Form of Compliance Certificate
vii
AMENDED AND RESTATED CREDIT AGREEMENT,