Exhibits and Schedules. The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Seasonal Borrowing Notice Exhibit C-1 Form of Compliance Certificate Exhibit D Form of DDA Notification Exhibit L-1 Form of LIBOR Notice Exhibit M Form of Borrowing Base Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule F-1 Freight Forwarders Schedule P-1 Permitted Liens Schedule 2.8(a) Cash Management Banks Schedule 5.4 Locations of Inventory Schedule 5.6(a) States of Organization Schedule 5.6(b) Chief Executive Offices Schedule 5.6(c) FEINs Schedule 5.7(b) Capitalization of Borrower Schedule 5.7(c) Capitalization of Borrower’s Subsidiaries Schedule 5.9 Litigation Schedule 5.13 Environmental Matters Schedule 5.17 Deposit Accounts Schedule 5.19 Permitted Indebtedness Schedule 5.20 Credit Card Processors Schedule 5.23 Investment Property Schedule 5.24 Intellectual Property Schedule 6.2 Collateral Reporting Schedule 7.10 Investments Schedule 7.11 Transactions with Affiliates LOAN, GUARANTY AND SECURITY AGREEMENT THIS LOAN, GUARANTY AND SECURITY AGREEMENT (this “Agreement”), is entered into as of February 20, 2009, by and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO RETAIL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders and joint lead arranger (“Agent”), and CIT CAPITAL SECURITIES LLC, a Delaware limited liability company, as syndication agent and as joint lead arranger, and, on the other hand, GORDMANS, INC., a Delaware corporation (“Borrower”) and the Guarantors identified on the signature pages hereof (together with Borrower, the “Credit Parties” and each individually as a “Credit Party”). The parties agree as follows:
Exhibits and Schedules. All exhibits and Schedules, or documents expressly incorporated into this Agreement, are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full in this Agreement. Any item disclosed in any Schedule referenced by a particular section in this Agreement shall be deemed to have been disclosed with respect to every other section in this Agreement if the relevance of such disclosure to such other section is reasonably apparent. The specification of any dollar amount in the representations or warranties contained in this Agreement or the inclusion of any specific item in any Schedule is not intended to imply that such amounts, or higher or lower amounts or the items so included or other items, are or are not material, and no Party shall use the fact of the setting of such amounts or the inclusion of any such item in any dispute or controversy as to whether any obligation, items or matter not described herein or included in a Schedule is or is not material for purposes of this Agreement.
Exhibits and Schedules. The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Nothing in the Exhibits or Schedules constitutes an admission of any Liability or obligation of any member of the SpecCo Group, the MatCo Group or the AgCo Group or any of their respective Affiliates to any third party, nor, with respect to any third party, an admission against the interests of any member of the SpecCo Group, the MatCo Group or the AgCo Group or any of their respective Affiliates. The inclusion of any item or Liability or category of item or Liability on any Exhibit or Schedule is made solely for purposes of allocating potential Liabilities among the Parties and shall not be deemed as or construed to be an admission that any such Liability exists.