LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 Names and Capital Structure Schedule 9.1.21 Labor Contracts Schedule 10.2.1 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22, 2011, among CALLAWAY GOLF COMPANY, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).
LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A: Real Property Legal Description, Project Site Plan and Premises Floor Plan EXHIBIT B: Memorandum of Commencement of Lease Term and Schedule of Base Rent EXHIBIT C Work Letter Agreement for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: Tri-Party Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, as of the reference date. (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLC, a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Center, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxx, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERA, INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE O...
LIST OF EXHIBITS AND SCHEDULES. Exhibits
LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A-1 Form of Class A-1 Certificate EXHIBIT A-2 Form of Class A-2 Certificate EXHIBIT A-3 Form of Class XC Certificate EXHIBIT A-4 Form of Class XP-1 Certificate EXHIBIT A-5 Form of Class XP-2 Certificate EXHIBIT A-6 Form of Class B Certificate EXHIBIT A-7 Form of Class C Certificate EXHIBIT A-8 Form of Class D Certificate EXHIBIT A-9 Form of Class E Certificate EXHIBIT A-10 Form of Class F Certificate EXHIBIT A-11 Form of Class G Certificate EXHIBIT A-12 Form of Class H Certificate EXHIBIT A-13 Form of Class J Certificate EXHIBIT A-14 Form of Class K Certificate EXHIBIT A-15 Form of Class L Certificate EXHIBIT A-16 Form of Class M Certificate EXHIBIT A-17 Form of Class N Certificate EXHIBIT A-18 Form of Class O Certificate EXHIBIT A-19 Form of Class P Certificate EXHIBIT A-20 Form of Class R-I Certificate EXHIBIT A-21 Form of Class R-II Certificate EXHIBIT A-22 Form of Class ES-A, Class ES-B, Class ES-C, Class ES-D, Class ES-E Certificate, Class ES-F, Class ES-G and Class ES-H EXHIBIT A-23 Form of Class SB-A, Class SB-B, Class SB-C, Class SB-D and Class SB-E Certificate EXHIBIT A-24 Form of Class WB-A, Class WB-B, Class WB-C and Class WB-D Certificate EXHIBIT B Form of Investment Representation Letter EXHIBIT C-1 Form of Transfer Affidavit and Agreement Pursuant to Section 5.02(d)(i)(B) EXHIBIT C-2 Form of Transferor Certificate Pursuant to Section 5.02(d)(i)(D) EXHIBIT D Request for Release EXHIBIT E Form of ERISA Representation Letter EXHIBIT F Form of Custodial Certification EXHIBIT G [Reserved] EXHIBIT H Request for Review EXHIBIT I Form of Notice Regarding Purchase Option Exercise EXHIBIT J Form of Notice and Certification Regarding Defeasance of Mortgage Loan EXHIBIT K Form of Certification to be Provided with Form 10-K EXHIBIT L Form of Certification to be Provided to Depositor SCHEDULE I Mortgage Loan Schedule SCHEDULE II Sub-Servicing Agreements in Effect as of the Closing Date SCHEDULE III Schedule of Exceptions under Section 2.02(a) SCHEDULE IV Class XP-1 and Class XP-2 Reference Rates SCHEDULE V Schedule of Controlling Holders and Operating Advisors This Pooling and Servicing Agreement (this "Agreement"), is dated and effective as of April 1, 2003, among BANC OF AMERICA COMMERCIAL MORTGAGE INC., as Depositor, BANK OF AMERICA, N.A., as Master Servicer, MIDLAND LOAN SERVICES, INC., as Special Servicer, LASALLE BANK NATIONAL ASSOCIATION, as Trustee and as REMIC Administrator and ABN AMRO BANK N.V., as Fiscal Agent.
LIST OF EXHIBITS AND SCHEDULES. Exhibit 1 Assignment and Assumption Agreement Exhibit 2 Assignment of Franchise Agreements Exhibit 3 Assignment of Lease Agreement Exhibit 4 Balance Sheet Exhibit 5 Xxxx of Sale Exhibit 6 Collateral Documents Exhibit 7 Employment Agreement Exhibit 8 Management Agreement Exhibit 9 Promissory Note Exhibit 10 License Agreement Schedule 1 Restaurants Schedule 2.1.1 Operating Assets Schedule 2.1.2 Leases Schedule 2.1.3 Assumed Contracts Schedule 2.1.6 Excluded Employees Schedule 2.2 Purchase Price Allocation Schedule 2.2.3 Promissory Note Allocation Schedule 2.8 Xxxxxx'x Restaurants Retained by Seller Schedule 3.9.2 Tax Matters Schedule 3.11.1 Employment Matters Schedule 3.11.2 Employee Plans Schedule 3.11.5 Employees and Salaries Schedule 3.11.7 Owner/Operators and Owner/Operator Agreements Schedule 3.12 Litigation Schedule 3.13 Absence of Certain Changes and Events Schedule 3.14 Applicable Contracts; Defaults Schedule 3.15 Common Area Maintenance Charges and Assessments Schedule 3.16 Intellectual Property Assets Schedule 3.18 Condemnation Matters Schedule 3.22.1 Franchise Agreements, Franchisees and Franchise Restaurants Schedule 3.22.2 Franchise Agreements Defaults
LIST OF EXHIBITS AND SCHEDULES. EXHIBITS
LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 – JPMC Form of Letter of Credit Application Exhibit A-2 – Citibank Form of Letter of Credit Application Exhibit B-1 – JPMC Form of Standard Letter of Credit Exhibit B-2 – Citibank Form of Standard Letter of Credit Exhibit C – Form of Assignment and Acceptance Exhibit D-1 – Form of XX Xxxx Collateral Account Agreement Exhibit D-2 – Form of Revolving Loan Cash Collateral Account Agreement Exhibit E – Summary of Terms and Conditions for Backstop Facility Term Loans Schedule 1 – Lenders’ Commitment Amount Schedule 2 – Litigation Schedule 3 – List of Continuing Letters of Credit SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 31, 2005, among DYNEGY HOLDINGS INC., a Delaware corporation (the “Borrower”), DYNEGY INC. (the “Parent Guarantor”), the SUBSIDIARY GUARANTORS party hereto (the “Guarantors”), CITIBANK, N.A. and JPMORGAN CHASE BANK, N.A., each in their respective capacity as an issuer of the Letters of Credit under this Agreement (in such capacity, together with its successors in such capacity, each an “Issuing Bank”), CITICORP USA, INC. and JPMORGAN CHASE BANK, N.A., each in their respective capacity as a co-administrative agent for the Issuing Banks and the LC Lenders (in such capacity, together with its successors in such capacity, each a “Co-Administrative Agent”), CITICORP USA, INC., in its capacity as administrative agent for the Revolving Loan Lenders (in such capacity, together with its successors in such capacity, the “Revolving Loan Administrative Agent” and collectively with the Co-Administrative Agents, the “Administrative Agents”), CITIGROUP GLOBAL MARKETS, INC., and X.X. XXXXXX SECURITIES, INC., each in its respective capacities as co-arrangers of the Letter of Credit facility described herein (in such capacity, together with its successors in such capacity, each a “Co-Arranger”), CITIGROUP GLOBAL MARKETS, INC., in its capacity as the sole arranger of the Revolving Loan facility described herein (in such capacity, together with its successors in such capacity, the “Revolving Loan Sole Arranger” and collectively with the Co-Arrangers, the “Arrangers”), CITICORP USA, INC., in its capacity as payment agent for the Issuing Banks and the Lenders (in such capacity, together with its successors in such capacity, the “Payment Agent”), JPMORGAN CHASE BANK, N.A., in its capacity as collateral agent for the LC Secured Parties referred to below (in such capacity, together with its successors in such capacity, the “LC Collater...
LIST OF EXHIBITS AND SCHEDULES. Exhibits:
LIST OF EXHIBITS AND SCHEDULES. Exhibit A Form of Note Exhibit B Form of Class A Warrant Exhibit C Escrow Agreement Exhibit D Merger Documents Exhibit E Super 8-K Exhibit F Form of Security Agreement Exhibit G Form of Guaranty Exhibit H Form of Legal Opinion Exhibit I Form of Audit Opinion Exhibit J Form of Lockup Agreement Schedule 1 List of Subscribers Schedule 5(a) Subsidiaries Schedule 5(d) Capitalization and Additional Issuances Schedule 5(w) Transfer Agent Schedule 9(e) Use of Proceeds Schedule 9(l) Intellectual Property Schedule 9(p)(iv) Transactions with Principals Schedule 9(x) Lockup Providers Schedule 12(a) Excepted Issuances Schedule 13 Bridge Notes SCHEDULE 1 SUBSCRIBER AND ADDRESS PRINCIPAL AMOUNT CLASS A WARRANT FLM HOLDINGS LLC 0 Xxx Xxxxx Xxxx Holmdel, New Jersey 07733 DOUBLE U MASTER FUND L.P. Xxxxxxx Xxxxx, Xxxxxxxxxx Xxxxx Xxxx Xxxx, Xxxxxxx, XXX SCHEDULE 9(x) [MUST INCLUDE ALL OFFICERS, DIRECTORS AND BENEFICIAL HOLDERS OF 10% OR MORE COMMON STOCK] SCHEDULE 13 BRIDGE NOTES BRIDGE NOTEHOLDER ISSUE DATE PRINCIPAL OUTSTANDING BRIDGE DEBT FLM HOLDINGS LLC 0 Xxx Xxxxx Xxxx Holmdel, New Jersey 07733 DOUBLE U MASTER FUND L.P. Xxxxxxx Xxxxx, Xxxxxxxxxx Xxxxx Xxxx Xxxx, Xxxxxxx, XXX
LIST OF EXHIBITS AND SCHEDULES. Exhibit A — Form of Assignment and Acceptance Exhibit B — Form of Note Exhibit B-1 — Form of Designated Bank Note Exhibit C — Form of Notice of Committed Borrowing Exhibit D — Form of Notice of Conversion/Continuation Exhibit E — List of Closing Documents Exhibit F — Form of Officer’s Certificate to Accompany Reports Exhibit G — Sample Calculations of Financial Covenants Exhibit H — Form of Money Market Quote Request Exhibit I — Form of Invitation for Money Market Quote Exhibit J — Form of Money Market Quote Exhibit K — Form of Designation Agreement Exhibit L — Form of Qualified Borrower Guaranty of Payment Exhibit M — Form of Guaranty of Collection Exhibit N — Form of U.S. Tax Compliance Certificates Exhibit O — Form of Notice of Qualified Borrower Schedule 1.1A — Allocations Schedule 1.1B — Swingline Commitments Schedule 1.1C — Letter of Credit Commitments
