LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 - EXISTING LETTERS OF CREDIT SCHEDULE 5.1.3 - SUBSIDIARIES SCHEDULE 5.1.13 - CONSENTS AND APPROVALS SCHEDULE 5.1.15 - PATENTS TRADEMARKS AND COPYRIGHTS SCHEDULE 5.1.24 - ENVIRONMENTAL MATTERS SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS SCHEDULE 7.1.13 - REAL PROPERTY TO BE MORTGAGED POST CLOSING SCHEDULE 7.2.1 - PERMITTED INDEBTEDNESS 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(G)(3) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M) - MORTGAGE AGREEMENT EXHIBIT1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 2.4 - SWING LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A) - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A) - OPINION OF COUNSEL EXHIBIT 6.1.4(B) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 7.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 5, 2008 and is made by and among PVR XXXXX LLC, a Delaware limited liability company (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing agent, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Agent”).
LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES 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 7.1.1 - OPINION OF COUNSEL SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER 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 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 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE
LIST OF SCHEDULES AND EXHIBITS. SCHEDULES DESCRIPTION --------- ----------- Schedule 2.3 Conflicts and Consents Schedule 2.5 Jurisdictions in which the Target is Qualified Schedule 2.6 Officers & Directors Schedule 2.9 Subsidiaries & Affiliates Schedule 2.11 Events Subsequent to Baseline Financial Statement Schedule 2.12 Undisclosed Liabilities Schedule 2.13 Legal Compliance Schedule 2.14(c) Income Taxes Schedule 2.14(d) Other Taxes Schedule 2.14(f) Tax Basis, NOL's, etc. Schedule 2.15(a) Leased Real Property Schedule 2.15(b) Condominium Documents Schedule 2.15(c) Licenses & Permits Schedule 2.15(i) Good Title Schedule 2.15(j) Leases & Subleases Schedule 2.16 Intellectual Property Schedule 2.16(b) Intellectual Property Infringement Schedule 2.17 Leased Tangible Assets Schedule 2.17(a) Rolling Stock Schedule 2.17(b) Motor Vehicle & Equipment Schedule 2.17(c) Personal Property Schedule 2.18 Contracts Schedule 2.19(a) Employment Policies & Contracts Schedule 2.19(b) Employee Benefits Schedule 2.19(c) Salaried Employees Schedule 2.19(d) Workers' Compensation Compliance Schedule 2.19(e) Labor Relations & Compliance Schedule 2.20(b) Employee Benefit Plans Schedule 2.20(e) Employee Claims Schedule 2.23 Insurance Schedule 2.24(a) Litigation Claims Schedule 2.24(b) Accident Registers & Loss Runs Schedule 2.24(c) Cargo Loss Logs Schedule 2.24(d) Incidents since January 1, 1998 Schedule 2.26 Environmental, Health & Safety Matters Schedule 2.29 Safety Rating Schedule 2.30 Organizations & Clubs Schedule 2.31 Bank Accounts Schedule 2.32 Major Suppliers & Customers Schedule 3.2 Authorization of Transaction Schedule 3.3 Noncontravention
LIST OF SCHEDULES AND EXHIBITS. Schedules
LIST OF SCHEDULES AND EXHIBITS. Schedules Schedule 1.0 Certain Terms As Defined in the Act, As of September 13, 1996 Schedule 3.0 Implementation Schedule Schedule 4.0 Interconnection Points in LATA Schedule 4.5 Interconnection Points for Different Types of Traffic Schedule 6.3 Rate Elements Under Meet Point Billing Schedule 27.0 Performance Interval Dates for Specified Activities Schedule 27.1 ETC Service Quality Standards Exhibits Exhibit A Detailed Schedule of Itemized Charges Exhibit B Network Element Bona Fide Request Exhibit C Directory Assistance and Call Completion Services Agreement Exhibit D IntraLATA Telecommunications Services Settlement Agreement INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252 OF THE TELECOMMUNICATIONS ACT OF 1996 This Interconnection Agreement under Sections 251 and 252 of the Telecommunications Act of 1996, is effective as of the 13th day of September, 1996 (the “Effective Date”), by and between Xxxx Atlantic-Pennsylvania, Inc. (“BA”), a Pennsylvania corporation with offices at 0000 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, and Eastern TeleLogic Corporation (“ETC”), a Delaware corporation with offices at 000 Xxxxxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000.
LIST OF 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) - EXISTING LETTERS OF CREDIT SCHEDULE 1.1(M) - MATERIAL SUBSIDIARIES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 5.1.1 - DOMESTIC QUALIFICATIONS TO DO BUSINESS SCHEDULE 5.1.2 - SUBSIDIARIES SCHEDULE 5.1.6 - LITIGATION SCHEDULE 5.1.12 - CONSENTS AND APPROVALS SCHEDULE 5.1.14 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 7.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 7.2.4 - EXISTING INVESTMENTS (NON-SUBSIDIARY INVESTMENTS)
LIST OF SCHEDULES AND EXHIBITS. SCHEDULES Schedule 1.1(A) Pricing Grid Schedule 1.1(B) Commitments of Lenders Schedule 6.1 Qualifications To Do Business Schedule 6.3 Subsidiaries Schedule 6.11 Pledged Securities Schedule 6.21 Additional Material Contracts Schedule 7.1.1(i) Lien Searches Schedule 8.1.18 Title Requirements Schedule 8.1.21 Post-Closing Matters Schedule 8.2.1 Existing Indebtedness Schedule 8.2.2 Existing Liens Schedule 8.2.4 Existing Investments Schedule 8.2.8 Existing Affiliate Transactions Schedule 8.2.14 Existing Restrictions on Subsidiaries Schedule 8.2.15 Existing Negative Pledge Agreements
LIST OF SCHEDULES AND EXHIBITS. SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - REVOLVING CREDIT COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q) - QUALIFIED INVENTORY SCHEDULE 5.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 5.1.2 - CAPITALIZATION SCHEDULE 5.1.3 - SUBSIDIARIES SCHEDULE 5.1.7 - LITIGATION SCHEDULE 5.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 5.1.13 - CONSENTS AND APPROVALS SCHEDULE 5.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 5.1.17 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 5.1.18 - INSURANCE POLICIES SCHEDULE 5.1.20 - MATERIAL CONTRACTS SCHEDULE 5.1.22 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 5.1.24 - ENVIRONMENTAL DISCLOSURES SCHEDULE 7.2.1 - EXISTING INDEBTEDNESS, LETTERS OF CREDIT AND CAPITALIZED LEASES EXHIBITS
LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.01(A) — PRICING GRID SCHEDULE 1.01(B) — COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES SCHEDULE 1.01(P) — EXISTING LIENS SCHEDULE 5.01(h) — REINSURANCE COVERAGE SCHEDULE 7.02(a) — EXISTING INDEBTEDNESS EXHIBITS EXHIBIT 1.01(A) — ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.01(B) — BID NOTE EXHIBIT 1.01(G)(1) — GUARANTOR JOINDER EXHIBIT 1.01(G)(2)-1 — GUARANTY AGREEMENT OF ACE LIMITED EXHIBIT 1.01(G)(2)-2 — GUARANTY AGREEMENT OF MATERIAL SUBSIDIARIES EXHIBIT 1.01(G)(2)-3 — GUARANTY AGREEMENT OF ACE GUARANTY CORP. EXHIBIT 1.01(R) — REVOLVING CREDIT/TERM LOAN NOTE EXHIBIT 2.05 — COMMITTED LOAN REQUEST EXHIBIT 2.08(a) — BID LOAN REQUEST EXHIBIT 6.01(d) — OPINION(S) OF COUNSEL EXHIBIT 7.03(c) — QUARTERLY COMPLIANCE CERTIFICATE CREDIT AGREEMENT THIS CREDIT AGREEMENT is dated as of May 22, 2003, and is made by and among ACE GUARANTY CORP., a Maryland corporation (the "Company"), ACE GUARANTY (UK) LTD., a company organized under the laws of England and Wales (the "UK Borrower"), the BANKS (as hereinafter defined), and ABN AMRO BANK N.V., in its capacity as administrative agent for the Banks under this Agreement (hereinafter referred to in such capacity as the "Agent") and sole bookrunner.
LIST OF SCHEDULES AND EXHIBITS. [Note: This list is to be revised in accordance with the actual Schedules and Exhibits used for each client agreement.] Schedules: Schedule A Description of Products Schedule B Summary of Fees Schedule C Additional Definitions Schedule D Example of Price Adjustment Calculation Schedule E Copy of Executed Confidentiality Agreement Exhibits: Exhibit A Continuing Guaranty and Indemnification Agreement Exhibit B Customer Services Exhibit C Warehousing and Inventory Program Services Exhibit D Distribution Services Exhibit E Warehousing and Distribution of Sample Products Exhibit F Marketing Materials Fulfillment Services Exhibit G Contract Administration and Chargeback Processing Exhibit H Accounts Receivable Management and Cash Applications Exhibit I Financial Management Services Exhibit J IT Services SCHEDULE A DESCRIPTION OF PRODUCTS Description NDC Number Corlux TBD Samples Free Goods SCHEDULE B SUMMARY OF FEES Fee Amount Description 3PL Services Development and Implementation [***] • Hiring and training of staff • ERP system set up • Project management time for implementation • Data interface design and testing **Should data file transfer custom development be required, additional fees will apply at the per hour rate • Corcept-specific telecommunications set up • Creation of a Corcept-specific DataMart and RealTime Web Portal • 852/867 Service Support set up • If a website is developed for ordering marketing materials, there will be an additional one-time fee of $10,000 Stand-Ready Fee [***]month Monthly fee assessed if Program Launch Date is delayed. Monthly Management Fee Customer Service [***] • Address customer inquiries as Corcept Warehouse & Distribution • Manage Customer Relationship Returns Management [***] • Account Set Up Finance [***] • License Verification Information Technology & Reporting Chargeback Management Sample Management Marketing Material Management [***] • Order Processing • Sample Order Processing • Marketing Material Order Processing • Returns • Product Inquiries • Inventory pick, pack and ship from ICS distribution center • Corcept-Branded Packing Slips • Daily Cycle Counts • One Physical Inventory Count per annum • Inventory Management • Invoicing as Corcept • Establish Credit Limits • Process Returns • Call Triage • Accounts Receivable Management • Collections [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with re...
