Notices 112. Section 10.02. Survival of Agreement, Representations and Warranties, Etc 113 Section 10.03. Successors and Assigns 114 Section 10.04. Confidentiality 119 Section 10.05. Expenses; Indemnity; Damage Waiver 120 Section 10.06. Choice of Law 121 Section 10.07. No Waiver 122 Section 10.08. Extension of Maturity 122 Section 10.09. Amendments, Etc. 122 Section 10.10. Severability 124 Section 10.11. Headings 124 Section 10.12. Survival 124 Section 10.13. Execution in Counterparts; Integration; Effectiveness 125 Section 10.14. Prior Agreements 125 Section 10.15. Further Assurances 125 Section 10.16. Patriot Act 126 Section 10.17. Jurisdiction; Consent to Service of Process. 126 Section 10.18. No Fiduciary Duty 127 Section 10.19. Waiver of Jury Trial 127 Section 10.20. Intercreditor Agreement 127 ANNEX A Revolving Credit Commitment Amounts EXHIBIT A [Reserved] EXHIBIT B Form of Opinion of Lxxxxxxxxx Xxxxxxx LLP EXHIBIT C Form of Assignment and Acceptance EXHIBIT D [Reserved] EXHIBIT E Form of Commitment Acceptance EXHIBIT F Form of Affiliate Subordination Agreement EXHIBIT G-1 Form of Mortgage (Fee) EXHIBIT G-2 Form of Mortgage (Leasehold) EXHIBIT H Form of Compliance Certificate EXHIBIT I Form of Joinder Agreement EXHIBIT J Form of Landlord Consent and Agreement EXHIBIT K [Reserved] EXHIBIT L Form of Borrowing Request SCHEDULE 1.01(a) [Reserved] SCHEDULE 1.01(b) Non-Material Subsidiaries SCHEDULE 3.05 Subsidiaries SCHEDULE 3.06 Government Approvals; No Conflicts SCHEDULE 3.08 Litigation SCHEDULE 3.12(a) Collective Bargaining / Labor Agreements SCHEDULE 3.12(b) Labor Matters SCHEDULE 3.15(a) Properties SCHEDULE 4.01(c)(i) Initial Mortgaged Properties SCHEDULE 4.01(c)(ii) New Mortgaged Properties SCHEDULE 5.13(e) Leasehold Interests SCHEDULE 6.01 Liens SCHEDULE 6.03 Indebtedness SCHEDULE 6.05 Investments SCHEDULE 6.06(j) Specified Dispositions SCHEDULE 6.08 Agreements with Affiliates SCHEDULE X Letters of Credit THIRD AMENDED AND RESTATED REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of September 17, 2014 among TOWER AUTOMOTIVE HOLDINGS USA, LLC (the “Borrower”), TOWER INTERNATIONAL, INC. (formerly known as Tower Automotive, LLC, and hereinafter, “Holdings”), TOWER AUTOMOTIVE HOLDINGS I, LLC (“Holdco”), TOWER AUTOMOTIVE HOLDINGS II(a), LLC, TOWER AUTOMOTIVE HOLDINGS II(b), LLC (together with Tower Automotive Holdings II(a), LLC, “Foreign Holdco”), the Subsidiary Guarantors, the financial institutions from time to time party hereto, as Lenders, and JPMORGAN CHASE ...
Notices 112. Section 13.02 Communication by Holders of Notes with Other Holders of Notes 114 Section 13.03 Certificate and Opinion as to Conditions Precedent 114 Section 13.04 Statements Required in Certificate or Opinion 114 Section 13.05 Rules by Trustee and Agents 114
Notices 112. Section 11.02 Survival 114 Section 11.03 Amendments and Waivers 114 Section 11.04 Expenses 115 Section 11.05 Disclosure Schedule References and SEC Document References 115 Section 11.06 Binding Effect; Benefit; Assignment 115 Section 11.07 Governing Law 116 Section 11.08 Jurisdiction/Venue 116 Section 11.09 WAIVER OF JURY TRIAL 117 Section 11.10 Counterparts; Effectiveness 117 Section 11.11 Entire Agreement 117 Section 11.12 Severability 118 Section 11.13 Specific Performance 118 EXHIBITS Exhibit A – Form of Parent Tax Certificate Exhibit B – Form of Company Tax Certificate This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 13, 2021 is by and among Rentokil Initial plc, a public limited company incorporated under the laws of England and Wales (“Parent”), Rentokil Initial US Holdings, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Bidco”), Leto Holdings I, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Bidco (“Merger Sub I”), Leto Holdings II, LLC, a Delaware limited liability company and a direct, wholly owned Subsidiary of Bidco (“Merger Sub II” and, together with Merger Sub I, “Merger Subs”) and Terminix Global Holdings, Inc., a Delaware corporation (the “Company”).
Notices 112. Section 12.2 Communication by Holders with Other Holders 113 Section 12.3 Certificate and Opinion as to Conditions Precedent 113 Section 12.4 Statements Required in Certificate or Opinion 113 Section 12.5 Rules by Trustee, Paying Agent, Transfer Agent and Registrar 114 Section 12.6 Legal Holidays 114 Section 12.7 Governing Law, etc. 114 Section 12.8 [Reserved] 115 Section 12.9 No Recourse Against Others 116 Section 12.10 Successors 116 Section 12.11 Duplicate and Counterpart Originals 116 Section 12.12 Severability 116 Section 12.13 [Reserved] 116 Section 12.14 Currency Indemnity; Payments in U.S. Dollars 116 Section 12.15 Table of Contents; Headings 117 Section 12.16 USA PATRIOT Act 117 Section 12.17 Bail-In 117 INDENTURE, dated as of March 19, 2019, among CEMEX, S.A.B. de C.V., a publicly traded variable stock corporation (sociedad anónima bursátil de capital variable) organized under the laws of the United Mexican States (the “Issuer”), the guarantors listed on Schedule I hereto, as guarantors of the Issuer’s obligations under this Indenture and the Notes, The Bank of New York Mellon, as trustee (the “Trustee”) and The Bank of New York Mellon, London Branch, as paying agent (the “Paying Agent”) and transfer agent (the “Transfer Agent”). Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Issuer’s 3.125% Senior Secured Notes due 2026 issued hereunder.
