JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS. GOVERNING LAW ------------------------------------------------------------
JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS. GOVERNING LAW 61 Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver 61 Waiver of Notices .................................................... 62
JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS. GOVERNING LAW 126136 12.1 Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver 126136 12.2 Waiver of Notices 127137 12.3 Amendments and Waivers 127137 12.4 Waiver of Counterclaims 130140 12.5 Indemnification 130140 12.6 Costs and Expenses 131141 SECTION 13. THE AGENT 132142 13.1 Appointment and Authority 132142 13.2 Rights as a Lender 132142 13.3 Exculpatory Provisions 132142 13.4 Reliance by Agent 133143 13.5 Delegation of Duties 134143 13.6 Resignation of Agent 134144 13.7 Non-Reliance on Agent and Other Lenders 134144 13.8 No Other Duties, Etc. 134144 13.9 Agent May File Proofs of Claim 135144 13.10 Collateral and Guaranty Matters 135145 13.11 Withholding Tax Indemnity 136146 SECTION 14. TERM OF AGREEMENT; MISCELLANEOUS 137147 14.1 Term 137147 14.2 Interpretative Provisions 137147 14.3 Notices 138148 14.4 Partial Invalidity 140150 14.5 Confidentiality 140150 14.6 Successors 142152 14.7 Assignments; Participations 142152 14.8 Entire Agreement 147157 14.9 USA XXXXXXX Xxx 000000 14.10 Counterparts, Etc. 148158 14.11 Payments Set Aside 148158 14.12 Guarantee 148158 14.13 Pro Forma Calculations 154164 14.14 Setoff 155166 14.15 No Waiver; Cumulative Remedies 156166 14.16 Interest Rate Limitation 156166 Page 14.17 Survival of Representations and Warranties 156167 14.18 No Advisory or Fiduciary Responsibility 157167 14.19 Binding Effect 157167 14.20 Amendment and Restatement 157167 14.21 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 168 INDEX TO EXHIBITS AND SCHEDULES Exhibit A Form of Assignment and Acceptance Exhibit B Form of Compliance Certificate Exhibit C Form of Committed Loan Notice Exhibit D Form of Term Note Exhibit E Form of Security Agreement Exhibit F [Reserved] Exhibit G [Reserved] Exhibit X-0 Xxxx xx Xxxxxx Xxxxxx Tax Compliance Certificate For Foreign Lenders That Are Not Treated As Partnerships For U.S. Federal Income Tax Purposes Exhibit X-0 Xxxx xx Xxxxxx Xxxxxx Tax Compliance Certificate For Foreign Lenders That Are Treated As Partnerships For U.S. Federal Income Tax Purposes Exhibit X-0 Xxxx xx Xxxxxx Xxxxxx Tax Compliance Certificate For Foreign Participants That Are Not Treated As Partnerships For U.S. Federal Income Tax Purposes Exhibit X-0 Xxxx xx Xxxxxx Xxxxxx Tax Compliance Certificate For Foreign Participants That Are Treated As Partnerships For U.S. Federal Income Tax Purposes Exhibit I Form of Discounted Prepayment Option Notice Exhibit J Form of Lender Participation Notice Exhibit K Form of ...
JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS. GOVERNING LAW 11.1 Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT AND THE OTHER FINANCING AGREEMENTS AND ANY DISPUTE ARISING OUT OF THE RELATIONSHIP BETWEEN THE PARTIES HERETO, WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW). (b) Each Borrower, Agent and each Lender irrevocably consent and submit to the non-exclusive jurisdiction of the State of New York and the United States District Court for the Southern District of New York and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements or in any way 22 24 connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against any Borrower or its property in the courts of any other jurisdiction which Agent and Lenders deem necessary or appropriate to enforce their rights against such Borrower or its property). (c) Each Borrower hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth on the signature pages hereof with a copy to Whytx, Xxrshboeck & Dudex X.X. at its address set forth in Section 12.2 and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent's or any Lender's option, by service upon such Borrower in any other manner provided under the rules of any such courts. (d) EACH BORROWER, AGENT AND EACH LENDER EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING ...
JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS. GOVERNING LAW 11.1 Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver...... 99 11.2
JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS. GOVERNING LAW 44 11.1 Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. . . . . . . . . 44 11.2
JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS. GOVERNING LAW 80 12.1 Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver 80 12.2 Waiver of Notices 82 12.3 Amendments and Waivers 82 12.4 Waiver of Counterclaims 84 12.5 Indemnification 84 ARTICLE 13 THE AGENT 85 13.1 Appointment, Powers and Immunities 85 13.2 Reliance by the Administrative Agent 86 13.3 Events of Default 86 13.4 [Intentionally Omitted] 87 13.5 Indemnification 87 13.6 Non-Reliance on the Agent and Other Note Purchasers 87 13.7 Failure to Act 88 13.8 Concerning the Collateral and the Related Financing Agreements 88
JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS. GOVERNING LAW 95 11.1 Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver 95 11.2 Waiver of Notices 96 11.3 Amendments and Waivers 97 11.4 Confidentiality 98 11.5 Waiver of Counterclaims 99 11.6 Xxxxxxxxxxxxxxx 00
JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS. GOVERNING LAW 72 11.1 Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver 72 11.2 Waiver of Notices 74 11.3 Amendments and Waivers 74 11.4 Waiver of Counterclaims; Punitive Damages and Consequential Damages 74 11.5 Indemnification 74 SECTION 12. TERM OF AGREEMENT; MISCELLANEOUS 75 12.1 Term 75 12.2 Appointment of Borrowers' Agent 76 12.3 Notices 77 12.4 Partial Invalidity 77 12.5 Successors 77 12.6 Confidentiality 78 12.7 Entire Agreement 79 INDEX TO EXHIBITS AND SCHEDULES Omnibus Schedule 2 Eligible Inventory Locations (Section 1.25) Omnibus Schedule 1 Subsidiaries (Section 8.1) Omnibus Schedule 2 Collateral Locations (Sections 7.3 and 8.3) Omnibus Schedule 13 Existing Liens (Sections 8.4 and 9.8) Omnibus Schedule 16 Tax Returns (Section 8.5) Omnibus Schedule 8 Litigation (Section 8.6) Omnibus Schedule 11 Environmental Matters (Section 8.8) Omnibus Schedule 13 Existing Liens and Security Interests (Section 9.8) Omnibus Schedule 12 Existing Indebtedness (Section 9.9) Omnibus Schedule 14 Existing Investments and Guarantees (Sections 9.9 and 9.10) Omnibus Schedule 1, Excluded Subsidiaries Subpart 7 (Section 1.34) SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Amended and Restated Loan and Security Agreement dated February 28, 1997 is entered into by and among Congress Financial Corporation, a California corporation ("Lender"), (b) Charming Shoppes, Inc., a Pennsylvania corporation ("Parent"), Charming Shoppes of Delaware, Inc., a Pennsylvania corporation ("CS Delaware"), CSI Industries, Inc., a Delaware corporation ("CSI") and FB Apparel, Inc., an Indiana corporation ("FB Apparel"; and, together with Parent, CS Delaware, CSI and FB Apparel, hereinafter referred to individually as a "Borrower" and collectively as "Borrowers") and (c) CS Delaware in its capacity as agent for itself as a Borrower and for the other Borrowers ("Borrowers' Agent").
JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS. GOVERNING LAW 56 11.1 Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver 56 11.2 Waiver of Notices 57 11.3 Amendments and Waivers 57 11.4 Waiver of Counterclaims 58 11.5 Indemnification 58 SECTION 12. TERM OF AGREEMENT; MISCELLANEOUS 58 12.1 Term 58 12.2 Interpretative Provisions 59 12.3 Notices 61 12.4 Partial Invalidity 62 TABLE OF CONTENTS (continued) Page 12.5 Successors 62 12.6 USA Patriot Act 62 12.7 Entire Agreement 62 12.8 Counterparts, Etc. 63 INDEX TO EXHIBITS AND SCHEDULES Exhibit A Information Certificate Exhibit B Form of Compliance Certificate Schedule 1.17 Credit Card Agreements Schedule 1.63 Permitted Holders LOAN AND SECURITY AGREEMENT This Loan and Security Agreement dated August 3, 2007 is entered into by and between Wachovia Bank, National Association , a national banking association (“Lender” as hereinafter further defined) and Xxxxxxxx.xxx Inc., a Delaware corporation (collectively, “Borrower” as hereinafter further defined).
