MISCELLANEOUS 107. Section 10.1 Notices 108 Section 10.2 Waiver; Amendments 110 Section 10.3 Expenses; Indemnification 112 Section 10.4 Successors and Assigns 114 Section 10.5 Governing Law; Jurisdiction; Consent to Service of Process 118 Section 10.6 WAIVER OF JURY TRIAL 119 Section 10.7 Right of Setoff 119 Section 10.8 Counterparts; Integration 119 Section 10.9 Survival 119 Section 10.10 Severability 120 Section 10.11 Confidentiality 120 Section 10.12 Interest Rate Limitation 120 Section 10.13 Patriot Act 120 Section 10.14 No Advisory or Fiduciary Responsibility 121 Section 10.15 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 121 Section 10.16 Certain ERISA Matters 121 Section 10.17 Acknowledgement Regarding Any Support QFCs 122 Schedules Schedule 1.1(a) - Applicable Margin and Applicable Percentage Schedule 1.1(b) - Lender Commitments Schedule 1.1(c) - Inactive Subsidiaries Schedule 2.24 - Existing Letters of Credit Schedule 4.14 - Subsidiaries Schedule 7.1 - Outstanding Indebtedness Schedule 7.2 - Existing Liens Schedule 7.4 - Existing Investments Exhibits Exhibit A - Form of Assignment and Acceptance Exhibit B - Form of Guarantee Agreement Exhibit C - Form of Borrower Guarantee Agreement Exhibit 2.3 - Notice of Revolving Borrowing Exhibit 2.6 - Notice of Swingline Borrowing Exhibit 2.8 - Form of Conversion/Continuation Exhibit 3.1(a)(iv) - Form of Secretary’s Certificate Exhibit 3.1(a)(vii) - Form of Officer’s Certificate Exhibit 5.1(c) - Form of Compliance Certificate Exhibit 5.12 - Form of Security Agreement CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2022, by and among XXXXX’S, LLC, a Georgia limited liability company (the “Borrower”), THE XXXXX’S COMPANY, INC., a Georgia corporation (“Holdings”), the several banks and other financial institutions from time to time party hereto (the “Lenders”) and TRUIST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”).
MISCELLANEOUS 107. Section 13.01 Trust Indenture Act Controls. 107 Section 13.02 Notices. 108 Section 13.03 Communication by Holders of Notes with Other Holders of Notes. 109 Section 13.04 Certificate and Opinion as to Conditions Precedent. 109 Section 13.05 Statements Required in Certificate or Opinion. 109 Section 13.06 Rules by Trustee and Agents. 110 Section 13.07 Payments Due on Non-Business Days. 110 Section 13.08 No Personal Liability of Directors, Officers, Employees, Stockholders or Securityholders. 110 Section 13.09 Governing Law; Jury Trial Waiver 110 Section 13.10 No Adverse Interpretation of Other Agreements. 111 Section 13.11 Successors. 111 Section 13.12 Severability. 111 Section 13.13 Counterpart Originals. 111 Section 13.14 Table of Contents, Headings, etc. 111 Section 13.15 Force Majeure. 111 EXHIBITS Exhibit A1 FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF SUBSIDIARY GUARANTEE Exhibit E FORM OF SUPPLEMENTAL INDENTURE Exhibit F FORM OF INCUMBENCY CERTIFICATE INDENTURE dated as of July 23, 2009 by and among Kellwood Company, a Delaware corporation (the “Company”), the Guarantors from time to time party hereto and Xxxxx Fargo Bank National Association, a national banking association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”). The Company and the Guarantors agree with the Trustee and Collateral Agent as follows for the benefit of each other and for the equal and ratable benefit of the Holders of all of the Notes (the Initial Notes, together with any Additional Notes, each as defined herein, the “Notes”):
MISCELLANEOUS 107. SECTION 11.1 AMENDMENTS, WAIVERS, ETC. 107
MISCELLANEOUS 107. Section 15.1.
