Update of Schedules Each of Schedules 7.05(b) (in respect of the lists of Patents, Trademarks, and Copyrights under Section 7.05(b)(i)), 7.05(c), 7.06, 7.14, 7.15 and 7.16 may be updated by Borrower from time to time in order to reflect any material change and insure the continued accuracy of such Schedule as of any upcoming date on which representations and warranties are made incorporating the information contained on such Schedule. Such update may be accomplished by Borrower providing to the Lenders, in writing (including by electronic means), a revised version of such Schedule in accordance with the provisions of Section 12.02. Each such updated Schedule shall be effective immediately upon the receipt thereof by the Lenders.
LIST OF SCHEDULES AND EXHIBITS SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 1.1(R) - REAL PROPERTY SCHEDULE 1.1(V) - VENDOR LIENS SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 6.1.14 - INSURANCE SCHEDULE 6.1.15 - ERISA DISCLOSURES SCHEDULE 6.1.16 - ENVIRONMENTAL DISCLOSURES SCHEDULE 7.1 - EXISTING INDEBTEDNESS SCHEDULE 7.1.1 - OPINION OF COUNSEL SCHEDULE 8.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWING BASE CERTIFICATE EXHIBIT 1.1(D) - DEPOSIT ACCOUNT CONTROL AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCREDITOR AGREEMENT EXHIBIT 1.1(M) - MORTGAGE EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(P)(1) - PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(S) - SECURITY AGREEMENT EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE CREDIT AGREEMENT THIS CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of December 21, 2012 and is made by and among XXXXXXXXX ENERGY, INC., a Delaware corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), STIFEL BANK & TRUST, in its capacity as syndication agent for the Lenders under this Agreement, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”). The Borrower has requested the Lenders to provide a revolving credit facility to the Borrower in an aggregate principal amount not to exceed $50,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:
Amendment of Schedules Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.
Recitals, Schedules and Exhibits The Recitals, Schedules and Exhibits to this Agreement are incorporated herein and, by this reference, made a part hereof as if fully set forth herein.
LIST OF SCHEDULES Schedule 1.01(a) Assigned Contracts Schedule 1.01(b) Business Employees Schedule 1.01(c) General Account Reserves Computation as of 3/31/02 Schedule l.0l(d) Insurance Contracts Forms Schedule 1.01(e) Purchase Price - Accounting and Actuarial Methods Schedule l.0l(f) Transferred Assets Schedule 1.01 (g) VFL Separate Accounts Schedule 2.03 (b) Closing Date Statement Schedule 3.03 Conflicts - Seller Schedule 3.04 Consents and Approvals - Seller Schedule 3.05 Actions Pending - Seller Schedule 3.06 Liens Schedule 3.09 Exceptions to Permits Schedule 3.10(a) Contracts Relating to the Business Schedule 3.11 Compliance Exceptions Schedule 3.13(a) Intellectual Property Used Primarily in the Business Schedule 3.13(b) Intellectual Property Licensed to VFL Schedule 3.13(c) Intellectual Property Licensed to Third Parties Schedule 3.13(d) Exceptions to Purchaser's Ownership and Right to Use Intellectual Property Schedule 3.14(a) Owned Computer Programs Schedule 3.14(b) Shrink Wrap Computer Programs Schedule 3.14(c) Exceptions to Purchaser's Right to Use Computer Programs Schedule 3.17 Reinsurance Ceded Schedule 3.19 Absence of Certain Changes Schedule 3.21(a) Commission Brokers Schedule 3.21(b) Brokerage Agreements Schedule 3.24 Participation, Distribution and Service Related Agreements Schedule 4.03 Conflicts - Purchaser Schedule 4.04 Consents and Approvals - Purchaser Schedule 4.05 Actions Pending - Purchaser Schedule 4.10 Permits, Licenses and Franchises Schedule 5.07(c) Data File Deliveries Schedule 5.12(a) GAAP Financial Highlights Schedule 8.0l(c) Participation, Distribution and Service Related Agreement Amendments Schedule 8.03(a) Use of Names WO 110546.10 TRANSFER AGREEMENT THIS TRANSFER AGREETMENT, dated as of June 21,2002 (this "Agreement"), has been made and entered into by and among Valley Forge Life Insurance Company, a Pennsylvania life insurance company ("VFL"), and PHL Variable Insurance Company, a Connecticut life insurance company ("Purchaser").
ANNEXES, EXHIBITS AND SCHEDULES Annex I List of Commitments Exhibit A Form of Note Exhibit B-1 Form of Initial Funding Disbursement Request Exhibit B-2 Form of Subsequent Funding Request Exhibit B-3 Form of Invoice Disbursement Request Exhibit C Form of Direction Letter Exhibit D Form of Compliance Certificate Exhibit E Form of Legal Opinion of Xxxxxx & Xxxxxx, special counsel to the Borrower Exhibit F-1 Security Instruments Exhibit F-2 Form of Security Agreement Exhibit G Form of Assignment and Assumption Exhibit H Form of Conveyance of Overriding Royalty Interest Exhibit I Form of Warrant Agreement Exhibit J Form of Letter-in-Lieu Exhibit K Development Plan Exhibit L Form of Pledge Agreement Schedule 1.01 AFE Requirements Schedule 1.02 Approved Counterparties Schedule 8.05 Litigation Schedule 8.06 Environmental Matters Schedule 8.13 Insurance Schedule 8.15 Subsidiaries and Partnerships Schedule 8.17 Title to Properties Schedule 8.19 Gas Imbalances Schedule 8.20 Marketing Contracts Schedule 8.21 Swap Agreements Schedule 8.25 Material Agreements Schedule 8.30 Past Due Accounts Payable Schedule 9.02(e) Notice of Certain Events Schedule 9.18(b)(i) 3% Properties Schedule 9.18(b)(ii) 2% Properties Schedule 10.02 Debt Schedule 10.03 Excepted Liens Schedule 10.05 Investments Schedule 10.07 Leases Schedule 10.23 Net Sales Volumes
Exhibits and Attachments The following exhibits and attachments are included hereto and incorporated by reference herein: Exhibit A—Services Exhibit B—Payments and rates Attachment I—§504 Compliance
Schedules/Exhibits Any capitalized terms used in any Schedule or Exhibit to this Agreement but are not otherwise defined therein have the meanings set forth in this Agreement.
Headings, Schedules and Exhibits The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. The Schedules and Exhibits annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.
