Acknowledgement Regarding. Any Supported QFCs(a). To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Agreements or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.
Acknowledgement Regarding. “Restricted Securities”. Each Purchaser acknowledges and agrees that notwithstanding the removal from the certificates representing the Underlying Shares of the legend set forth in Section 4.1(b) hereof upon effectiveness of a registration statement covering the Underlying Shares, the Underlying Shares shall remain “restricted securities” until such Securities have been sold pursuant to (i) an effective registration statement or (ii) Rule 144. Each Purchaser understands that any sales by such Purchaser of any of the Underlying Shares that are not made in compliance with Section 3.2(g) could subject the Company and such Purchaser to possible civil and criminal liability under applicably federal securities laws and applicable state securities or “blue sky” laws. The Company acknowledges and agrees that each Purchaser does not make or has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2.
Acknowledgement Regarding. PAYMENTS Each of the Receivables Trustee and the Transferor Beneficiary acknowledge and confirm that Barclays Bank PLC shall apply any amounts due from the Receivables Trustee to it in its capacity (i) as Transferor of the Receivables; and (ii) as a Transferor Beneficiary of the Receivables Trust in or towards satisfaction of any amounts then due to the Receivables Trustee from it in its capacity (i) as Transferor of the Receivables; and (ii) as a Transferor Beneficiary of the Receivables Trust, respectively. As a consequence of the foregoing it is acknowledged and confirmed that as between Barclays Bank PLC as a Transferor Beneficiary and the Receivables Trustee only net payments will be made to the relevant parties.
Acknowledgement Regarding any Supported QFCs To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedging Agreements or any other agreements or instrument that is a QFC (such support, “QFC Credit Support”) and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported 178
Acknowledgement Regarding any Supported QFCs 147165 SCHEDULE 1.01(a) - Approved Dealers and Approved Pricing Services SCHEDULE 1.01(b) - Commitments SCHEDULE 1.01(c) - Eligibility Criteria SCHEDULE 1.01(d) - [Intentionally Omitted] SCHEDULE 1.01(e) - Excluded Investments[Intentionally Omitted] SCHEDULE 1.01(f) - Industry Classification Groups SCHEDULE 3.11(a) - Material Agreements SCHEDULE 3.11(b) - Liens SCHEDULE 3.12(a) - Subsidiaries SCHEDULE 3.12(b) - Investments SCHEDULE 6.08 - Certain Affiliate Transactions EXHIBIT A - Form of Assignment and Assumption EXHIBIT B - Form of Borrowing Base Certificate EXHIBIT C - Form of Promissory Note EXHIBIT D - Form of Borrowing Request (iv)
Acknowledgement Regarding. Any Supported QFCs 7890 15.1. Acknowledgement Regarding Any Supported QFCs 7890
Acknowledgement Regarding. Any Supported QFCs 237250 SCHEDULES: Schedule 1.01(a) — Agreed Security Principles Schedule 1.01(b) — Excluded Accounts Schedule 1.01(c) — Excluded Subsidiaries Schedule 1.01(d) — Material Real Property Schedule 1.01(e) — Approved Counterparties Schedule 1.01(f) — Cash Pooling Arrangements Schedule 1.01(g) — Approved Letter of Credit Foreign Currencies Schedule 1.01(h) — Existing Letters of Credit Schedule 2.01 — Initial2023 Replacement Facility Commitments Schedule 3.08 — Litigation Schedule 3.09 — Property Encumbrances Schedule 3.18 — Environmental Matters Schedule 3.19 — Subsidiaries and Unrestricted Subsidiaries Schedule 5.13 — Certain Post-Closing Obligations Schedule 6.01 — Existing Indebtedness Schedule 6.02 — Existing Liens Schedule 6.04(f) — Existing Investments Schedule 6.05 — Dispositions Schedule 6.07(b) — Existing Restrictions Schedule 6.09(viii) — Existing Affiliate Transactions EXHIBITS: Exhibit A — Form of Assignment and Assumption Exhibit B — Form of Borrowing Base Certificate Exhibit C-1 — Form of Borrowing Request Exhibit C-2 — Form of Letter of Credit Request Exhibit D — Form of Interest Election Request Exhibit E — Form of Compliance Certificate Exhibit F-1 to F-4 — Forms of Tax Compliance Certificate Exhibit G — Form of Intercompany Note Exhibit H — Form of Promissory Note ANNEXES: Annex A — Certain Foreign Law Provisions and Parallel Debt ABL CREDIT AGREEMENT, dated as of April 30, 2019 (this “Agreement”), among CLARIOS INTERNATIONAL LP, a limited partnership organized under the laws of the Province of Ontario (“Holdings”), acting by its general partner BROOKFIELD PANTHERCLARIOS INTERNATIONAL GP LLC (the “Holdings General Partner”), CLARIOS GLOBAL LP, a limited partnership organized under the laws of the Province of Ontario (the “Lead Borrower”), acting by its general partner CLARIOS GLOBAL GP LLC (the “Lead Borrower General Partner”), CLARIOS US FINANCE COMPANY, INC., a corporation organized under the laws of the State of Delaware (the “US Co-Borrower”), CLARIOS, LLC, a Wisconsin limited liability company (“Clarios Battery”), CLARIOS RECYCLING GMBH, a limited liability company organized under the law of the Federal Republic of Germany (“CRG”) each of the other BORROWERS from time to time party hereto, the LENDERS and ISSUING BANKS from time to time party hereto and CITIBANK, N.A., as Swingline Lender, Administrative Agent and Collateral Agent.
Acknowledgement Regarding. Section 1.5
Acknowledgement Regarding. Agreements Among Hansxx, Xxna xxx Intuitive and Between Hansxx xxx Philips, and SPE and Hansxx. Xxilips has reviewed the agreements provided by Hansxx xxxted in Exhibit H of the Hansxx-Xxxxxxx Xxxeement. Based on these agreements, Philips acknowledges as follows: The licenses granted under the Licensed Luna XX, pursuant to Section 2 of this Agreement, to the extent they include (or come to include) sublicenses under patents or Technology of a Third Party, shall be subject to the terms and conditions of the agreement governing the license under which the sublicense is granted. Philips acknowledges and agrees that (a) the Licensed Luna XX was licensed to Hansxx xxxsuant to the Hansxx-Xxxx Xxxeement; (b) the Hansxx-Xxxx Xxxeement was transferred to SPE under the SPE-Hansxx Xxxeement; (c) the Licensed Luna XX sublicensed to Philips hereunder is subject to the terms and conditions of the Hansxx-Xxxx Xxxeement, the Development and Supply Agreement and the Hansxx-Xxxxxxx Xxxeement; and (d) Philips agrees to comply with the terms and conditions of the Hansxx-Xxxx Xxxeement and the Development and Supply Agreement as a sublicensee of SPE under the Hansxx-Xxxx Xxxeement and with the terms and conditions of the Hansxx-Xxxxxxx Xxxeement. Further, Philips acknowledges and agrees that the rights licensed to Philips hereunder shall be subject to the rights and licenses granted by Hansxx xx Intuitive pursuant to the Hansxx-Xxxuitive Cross License Agreement, subject to certain limited rights and licenses retained by and/or granted to Luna xxxsuant to the Hansxx-Xxxx Xxxeement and the Development and Supply Agreement, and subject to certain rights of Hansxx xxxsuant to the Hansxx-Xxxxxxx Xxxeement. Philips agrees to pay to [***] of any [***] (as defined in the Hansxx-Xxxx Xxxeement, i.e., any payments required to be made to any [***]) due under Section 2.4 of the Hansxx-Xxxx Xxxeement with respect to any Licensed Luna XX sublicensed hereunder and subject to such [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION CONFIDENTIAL TREATMENT REQUESTED EXECUTION COPY Section 2.4, provided Philips has confirmed in writing that it wishes to be licensed under the respective third party IP and Philips agrees to cooperate with SPE in connection with the procedures provided for in, and compliance with the terms of, such Section 2.4 for the licenses that Philips has acknowledged. If Philips does not confirm in writing that it wishes to be licens...
Acknowledgement Regarding. Any Supported QFCs 112108
