Notices 141 Sample Clauses

Notices 141. SECTION 9.02 Waivers; Amendments 142 SECTION 9.03 Expenses; Indemnity; Damage Waiver 147 SECTION 9.04 Successors and Assigns 148 SECTION 9.05 Survival 154 SECTION 9.06 Counterparts; Integration; Effectiveness 154 SECTION 9.07 Severability 155 SECTION 9.08 Right of Setoff 155 SECTION 9.09 Governing Law; Jurisdiction; Consent to Service of Process 155 SECTION 9.10 WAIVER OF JURY TRIAL 156 SECTION 9.11 Headings 156 SECTION 9.12 Confidentiality 156 SECTION 9.13 USA Patriot Act 157 SECTION 9.14 Judgment Currency 157 SECTION 9.15 Release of Liens and Guarantees 158 SECTION 9.16 No Fiduciary Relationship 158 SECTION 9.17 Interest Rate Limitation 158 SECTION 9.18 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 158 SECTION 9.19 Certain ERISA Matters 159 SECTION 9.20 Electronic Execution of Assignments and Certain Other Documents 160 SECTION 9.21 Acknowledgement Regarding Any Supported QFCs 160 SCHEDULES: Schedule 1.01(a) — Excluded Subsidiaries Schedule 2.01(a) — Term Commitments Schedule 2.01(b) — Revolving Commitments; Letter of Credit Commitments Schedule 3.12 — Subsidiaries Schedule 5.14 — Certain Post-Closing Obligations Schedule 6.01 — Existing Indebtedness Schedule 6.02 — Existing Liens Schedule 6.04(f) — Existing Investments Schedule 6.07 — Existing Restrictions Schedule 6.09 — Existing Transactions with Affiliates EXHIBITS: Exhibit A — Form of Assignment and Assumption Exhibit B — Form of Affiliated Lender Assignment and Assumption Exhibit C — Form of Guarantee Agreement Exhibit D — Form of Collateral Agreement Exhibit E — Form of First Lien Intercreditor Agreement Exhibit F — Form of Second Lien Intercreditor Agreement Exhibit G — Form of Closing Certificate Exhibit H — Form of Intercompany Note Exhibit I — Form of Specified Discount Prepayment Notice Exhibit J — Form of Specified Discount Prepayment Response Exhibit K — Form of Discount Range Prepayment Notice Exhibit L — Form of Discount Range Prepayment Offer Exhibit M — Form of Solicited Discounted Prepayment Notice Exhibit N — Form of Solicited Discounted Prepayment Offer Exhibit O — Form of Acceptance and Prepayment Notice Exhibit P-1 — Form of U.S. Tax Compliance Certificate (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit P-2 — Form of U.S. Tax Compliance Certificate (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit P-3 — Form of U.S. Tax Compliance Certificate (For Non-U.S. Participants ...

Notices 141. Section 12.02. Certificate and Opinion as to Conditions Precedent 142 Section 12.03. Statements Required in Certificate or Opinion 143 Section 12.04. Rules by Trustee, Paying Agent and Registrar 143

Notices 141. Section 13.02. Communication by Holders of Notes with Other Holders of Notes 142 Section 13.03. Certificate and Opinion as to Conditions Precedent 142 Section 13.04. Statements Required in Certificate or Opinion 143 Section 13.05. Rules by Trustee and Agents 143

Notices 141. Section 9.02. Waivers; Amendments. 143 Section 9.03. Expenses; Indemnity 152 confidSeecntitoinal9.04. Waiver of Claim.............................................................................c..o...n...f.i.d...e..n...t a1l53

Notices 141. Section 11.12 Governing Law; Venue; Service of Process 143 Section 11.13 Counterparts 144 Section 11.14 Severability 144 Section 11.15 Headings 144 Section 11.16 Construction 144 Section 11.17 Independence of Covenants 145 Section 11.18 WAIVER OF JURY TRIAL 145 Section 11.19 Additional Interest Provision 145 Section 11.20 USA Patriot Act Notice 146 Section 11.21 Defaulting Lenders. 147 Section 11.22 Sharing of Payments by Lenders 149 Section 11.23 Payments Set Aside 150 Section 11.24 Setoff 150 Section 11.25 Confidentiality 151 Section 11.26 Electronic Execution of Assignments and Certain Other Documents 152 Section 11.27 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 152 Section 11.28 Keepwell 153 Section 11.29 NOTICE OF FINAL AGREEMENT 153 Section 11.30 Acknowledgement Regarding Any Supported QFCs 154 Section 11.31 Restatement; Existing Credit Agreement 154 Section 11.32 True-Up 155 Article 12. GUARANTY 155 Section 12.1 Guaranty 155 iv Section 12.2 Payment 155 Section 12.3 Agreements and Waivers 155 Section 12.4 Liability 157 Section 12.5 Subordination 158 Section 12.6 Subrogation 158 Section 12.7 Other Indebtedness or Obligations of Guarantors 158 Section 12.8 Costs and Expenses 159 Section 12.9 Exercising Rights, Etc 159 Section 12.10 Benefit; Binding Effect 159 Section 12.11 Multiple Guarantors 159 Section 12.12 Additional Guarantors 159 Section 12.13 Reinstatement 160 Section 12.14 Maximum Liability 160 v

Notices 141. Section 12.02 Certificate and Opinion as to Conditions Precedent. 142 Section 12.03 Statements Required in Certificate or Opinion. 142 Section 12.04 When Notes Disregarded. 142 Section 12.05 Rules by Trustee, Paying Agent and Registrar. 143 Section 12.06 Legal Holidays. 143 Section 12.07 Governing Law and Waiver of Trial by Jury. 143 Section 12.08 Consent to Jurisdiction and Service. 143 Section 12.09 No Recourse Against Others. 143 Section 12.10 Successors. 143 Section 12.11 Multiple Originals. 143 Section 12.12 Table of Contents; Headings. 144 Section 12.13 Prescription. 144 Section 12.14 Patriot Act. 145 Section 12.15 Severability. 145 Exhibit A Form of Senior Note Exhibit B Form of Certificate of Transfer Exhibit C Form of Certificate of Exchange INDENTURE dated as of June 16, 2020, between CSC Holdings, LLC, a limited liability company incorporated under the laws of Delaware (the “Issuer”) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) and paying agent, transfer agent and registrar. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of (i) $625,000,000 aggregate principal amount of the Issuer’s 4.625% Senior Notes due 2030 (the “Initial Notes”) and (ii) an unlimited principal amount of additional securities having identical terms and conditions as the Initial Notes except as otherwise set forth herein (the “Additional Notes”) that may be issued on any later issue date subject to the conditions and in compliance with the covenants set forth herein. Unless the context otherwise requires, in this Indenture references to the “Notes” include the Initial Notes and the Additional Notes that are actually issued.

Notices 141. Section 16.03. Communication by Holders of Notes with Other Holders of Notes 142 Section 16.04. Certificate and Opinion as to Conditions Precedent 142 Section 16.05. Statements Required in Certificate or Opinion 142 Section 16.06. Rules by Trustee and Agents 143 Section 16.07. No Personal Liability of Directors, Officers, Employees and Stockholders 143 Section 16.08. Governing Law 143 Section 16.09. Trust Indenture Act Controls 144 Section 16.10. Successors 144 Section 16.11. Severability 144 Section 16.12. Counterpart Originals 144 Section 16.13. Acts of Holders 144 Section 16.14. Benefit of Indenture 146 Section 16.15. Table of Contents, Headings, Etc 146 Exhibit A-1 Form of Initial Note Exhibit A-2 Form of PIK Interest Note Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate from Acquiring Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture Schedule 7.27 Affiliate Transactions INDENTURE (this “Indenture”), dated as of October 12, 2016, by and between Xxxxxxxx Petroleum Corporation, a Delaware corporation (the “Company”), Xxxxxxxx Petroleum Company, L.L.C., as the initial Subsidiary Guarantor, and Wilmington Trust, National Association, as trustee (the “Trustee”) and Collateral Agent (the “Collateral Agent”).