117
11.3.5
Payments.
118
11.4
Holidays.
118
11.5
Notices; Effectiveness; Electronic Communication.
118
viii
11.5.1
Notices Generally.
118
11.5.2
Electronic Communications.
118
11.5.3
Change of Address, Etc.
119
11.6
Severability.
119
11.7
Duration; Survival.
119
11.8
Successors and Assigns.
119
11.8.1
Successors and Assigns Generally.
119
11.8.2
Assignments by Lenders.
120
11.8.3
Register.
121
11.8.4
Participations.
121
11.8.5
Certain Pledges; Successors and Assigns Generally.
122
11.9
Confidentiality.
123
11.9.1
General.
123
11.9.2
Sharing Information With Affiliates of the Lenders.
123
11.10
Counterparts; Integration; Effectiveness.
123
11.10.1
Counterparts; Integration; Effectiveness.
123
11.11
CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS;
WAIVER OF JURY TRIAL.
124
11.11.1
Governing Law.
124
11.11.2
SUBMISSION TO JURISDICTION.
124
11.11.3
WAIVER OF VENUE.
124
11.11.4
SERVICE OF PROCESS.
125
11.11.5
WAIVER OF JURY TRIAL.
125
11.12
USA Patriot Act Notice.
125
11.13
Joinder of Guarantors.
125
11.14
Funding by Branch, Subsidiary or Affiliate.
126
11.14.1
Notional Funding.
126
11.14.2
Actual Funding.
126
11.14.3
Right to Realize on Collateral and Enforce Guaranty.
126
11.15
Acknowledgment and Consent to Bail-In of EEA Financial Institutions.
126
11.16
No Advisory or Fiduciary Responsibility.
127
ix
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)
-
EXCLUDED SUBSIDIARIES
SCHEDULE 1.1(P)
-
PERMITTED LIENS
SCHEDULE 2.9.1
-
EXISTING LETTERS OF CREDIT
SCHEDULE 6.1.1
-
QUALIFICATIONS TO DO BUSINESS
SCHEDULE 6.1.2
-
SUBSIDIARIES
SCHEDULE 6.1.6
-
LITIGATION
SCHEDULE 6.1.7
-
OWNED AND LEASED REAL PROPERTY
SCHEDULE 6.1.12
-
CONSENTS AND APPROVALS
SCHEDULE 6.1.14
-
PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC.
SCHEDULE 6.1.16
-
PARTNERSHIP AGREEMENTS; LLC AGREEMENTS
SCHEDULE 6.1.17
-
INSURANCE POLICIES
SCHEDULE 6.1.19
-
MATERIAL CONTRACTS
SCHEDULE 6.1.21
-
EMPLOYEE BENEFIT PLAN DISCLOSURES
SCHEDULE 6.1.22
-
EMPLOYMENT MATTERS
SCHEDULE 6.1.23
-
ENVIRONMENTAL DISCLOSURES
SCHEDULE 8.1.3
-
INSURANCE REQUIREMENTS RELATING TO COLLATERAL
SCHEDULE 8.2.1
-
PERMITTED INDEBTEDNESS
SCHEDULE 8.2.3
-
GUARANTIES
SCHEDULE 8.2.4
-
PERMITTED LOANS AND INVESTMENTS
SCHEDULE 8.2.9
-
PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES
SCHEDULE 8.2.10
-
BUSINESS DESCRIPTIONS
x
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 2.11
-
LENDER JOINDER
EXHIBIT 5.9.7(A)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)
EXHIBIT 5.9.7(B)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not
Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 5.9.7(C)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)
EXHIBIT 5.9.7(D)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For
U.S. Federal Income Tax Purposes)
EXHIBIT 7.1.1
-
SOLVENCY CERTIFICATE
EXHIBIT 8.2.6
-
ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 8.3.3
-