Common use of MISCELLANEOUS 107 Clause in Contracts

MISCELLANEOUS 107. Section 10.1 Notices 107 Section 10.2 Waiver; Amendments 109 Section 10.3 Expenses; Indemnification 111 Section 10.4 Successors and Assigns 113 Section 10.5 Governing Law; Jurisdiction; Consent to Service of Process 117 Section 10.6 WAIVER OF JURY TRIAL 117 Section 10.7 Right of Setoff 118 Section 10.8 Counterparts; Integration 118 Section 10.9 Survival 118 Section 10.10 Severability 119 Section 10.11 Confidentiality 119 Section 10.12 Interest Rate Limitation 119 Section 10.13 Patriot Act 119 Section 10.14 No Advisory or Fiduciary Responsibility 119 Section 10.15 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 120 Section 10.16 Certain ERISA Matters 120 Section 10.17 Acknowledgement Regarding Any Support QFCs 121 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 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 THIS CREDIT AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2022, by and among AARON’S, LLC, a Georgia limited liability company (the “Borrower”), THE AARON’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 10.1 Notices 13.01 Trust Indenture Act Controls. 107 Section 10.2 Waiver; Amendments 13.02 Notices. 108 Section 13.03 Communication by Holders of Notes with Other Holders of Notes. 109 Section 10.3 Expenses; Indemnification 111 13.04 Certificate and Opinion as to Conditions Precedent. 109 Section 10.4 Successors 13.05 Statements Required in Certificate or Opinion. 109 Section 13.06 Rules by Trustee and Assigns 113 Agents. 110 Section 10.5 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; Jurisdiction; Consent to Service Jury Trial Waiver 110 Section 13.10 No Adverse Interpretation of Process 117 Other Agreements. 111 Section 10.6 WAIVER 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 Exhibit A1 FORM OF JURY TRIAL 117 Section 10.7 Right of Setoff 118 Section 10.8 Counterparts; Integration 118 Section 10.9 Survival 118 Section 10.10 Severability 119 Section 10.11 Confidentiality 119 Section 10.12 Interest Rate Limitation 119 Section 10.13 Patriot Act 119 Section 10.14 No Advisory or Fiduciary Responsibility 119 Section 10.15 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 120 Section 10.16 Certain ERISA Matters 120 Section 10.17 Acknowledgement Regarding Any Support QFCs 121 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 NOTE Exhibit A - Form of Assignment and Acceptance A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B - Form of Guarantee Agreement FORM OF CERTIFICATE OF TRANSFER Exhibit C - Form of Borrower Guarantee Agreement FORM OF CERTIFICATE OF EXCHANGE Exhibit 2.3 - Notice of Revolving Borrowing D FORM OF SUBSIDIARY GUARANTEE Exhibit 2.6 - Notice of Swingline Borrowing E FORM OF SUPPLEMENTAL INDENTURE 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 THIS CREDIT AGREEMENT (this “Agreement”) is made and entered into F FORM OF INCUMBENCY CERTIFICATE INDENTURE dated as of April 1July 23, 2022, 2009 by and among AARON’S, LLCKellwood Company, a Georgia limited liability company Delaware corporation (the “Borrower”), THE AARON’S COMPANY, INC., a Georgia corporation (“HoldingsCompany”), the several banks and other financial institutions Guarantors from time to time party hereto and Xxxxx Fargo Bank National Association, a national banking association, as trustee (in such capacity, the “LendersTrustee”) and TRUIST BANKas collateral agent (in such capacity, in its capacity as Administrative Agent for the Lenders (the “Administrative 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 10.1 Notices 107 108 Section 10.2 Waiver; Amendments 109 110 Section 10.3 Expenses; Indemnification 111 112 Section 10.4 Successors and Assigns 113 114 Section 10.5 Governing Law; Jurisdiction; Consent to Service of Process 117 118 Section 10.6 WAIVER OF JURY TRIAL 117 119 Section 10.7 Right of Setoff 118 119 Section 10.8 Counterparts; Integration 118 119 Section 10.9 Survival 118 119 Section 10.10 Severability 119 120 Section 10.11 Confidentiality 119 120 Section 10.12 Interest Rate Limitation 119 120 Section 10.13 Patriot Act 119 120 Section 10.14 No Advisory or Fiduciary Responsibility 119 121 Section 10.15 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 120 121 Section 10.16 Certain ERISA Matters 120 121 Section 10.17 Acknowledgement Regarding Any Support QFCs 121 122 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 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 THIS CREDIT AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2022, by and among AARONXXXXX’S, LLC, a Georgia limited liability company (the “Borrower”), THE AARONXXXXX’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 10.1 Notices 13.01 Trust Indenture Act Controls. 107 Section 10.2 Waiver; Amendments 13.02 Notices. 108 Section 13.03 Communication by Holders of Notes with Other Holders of Notes. 109 Section 10.3 Expenses; Indemnification 111 13.04 Certificate and Opinion as to Conditions Precedent. 109 Section 10.4 Successors 13.05 Statements Required in Certificate or Opinion. 109 Section 13.06 Rules by Trustee and Assigns 113 Agents. 110 Section 10.5 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; Jurisdiction; Consent to Service Jury Trial Waiver. 110 Section 13.10 No Adverse Interpretation of Process 117 Other Agreements. 111 Section 10.6 WAIVER 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 Exhibit A1 FORM OF JURY TRIAL 117 Section 10.7 Right of Setoff 118 Section 10.8 Counterparts; Integration 118 Section 10.9 Survival 118 Section 10.10 Severability 119 Section 10.11 Confidentiality 119 Section 10.12 Interest Rate Limitation 119 Section 10.13 Patriot Act 119 Section 10.14 No Advisory or Fiduciary Responsibility 119 Section 10.15 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 120 Section 10.16 Certain ERISA Matters 120 Section 10.17 Acknowledgement Regarding Any Support QFCs 121 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 NOTE Exhibit A - Form of Assignment and Acceptance A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B - Form of Guarantee Agreement FORM OF CERTIFICATE OF TRANSFER Exhibit C - Form of Borrower Guarantee Agreement FORM OF CERTIFICATE OF EXCHANGE Exhibit 2.3 - Notice of Revolving Borrowing D FORM OF SUBSIDIARY GUARANTEE Exhibit 2.6 - Notice of Swingline Borrowing E FORM OF SUPPLEMENTAL INDENTURE 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 THIS CREDIT AGREEMENT (this “Agreement”) is made and entered into F FORM OF INCUMBENCY CERTIFICATE INDENTURE dated as of April 1July 23, 2022, 2009 by and among AARON’S, LLCKellwood Company, a Georgia limited liability company Delaware corporation (the “Borrower”), THE AARON’S COMPANY, INC., a Georgia corporation (“HoldingsCompany”), the several banks and other financial institutions Guarantors from time to time party hereto and Xxxxx Fargo Bank National Association, a national banking association, as trustee (in such capacity, the “LendersTrustee”) and TRUIST BANKas collateral agent (in such capacity, in its capacity as Administrative Agent for the Lenders (the “Administrative 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”):