Field Examination Reports. Confidentiality; Disclaimers by Lenders; Other Reports and Information 137 15.17. Several Obligations; No Liability 138 15.18. Appointment of Agent as security trustee for UK Security Agreements 139 16. WITHHOLDING TAXES. 142 16.1. Payments 142 16.2. Exemptions. 142 16.3. Reductions. 144 16.4. Refunds 145 17. GENERAL PROVISIONS. 146 17.1. Effectiveness 146 17.2. Section Headings 146 17.3. Interpretation 146 17.4. Severability of Provisions 146 17.5. Bank Product Providers 146 17.6. Debtor-Creditor Relationship 147 17.7. Counterparts; Electronic Execution 147 17.8. Revival and Reinstatement of Obligations; Certain Waivers. 147 17.9. Confidentiality. 148 17.10. Survival 150 17.11. Patriot Act; Due Diligence 150 17.12. Integration 150 TABLE OF CONTENTS (continued) 17.13. Parent as Agent for Borrowers 150 17.14. Acknowledgement and Consent to Bail-In of EEA Financial Institutions 151 17.15. Acknowledgement Regarding Any Supported QFCs 152 EXHIBITS AND SCHEDULES Exhibit A-1 Form of Assignment and Acceptance Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Card Notification Exhibit J-1 Form of Joinder Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent's Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule C-2 Customs Brokers Schedule D-1 Designated Account Schedule E-1 Existing Letters of Credit Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Estate Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers' Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Litigation Schedule 4.11 Environmental Matters Schedule 4.14 Permitted Indebtedness Schedule 4.24 Credit Card Arrangements Schedule 4.25 Location of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.5 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT, is entered into as of January 22, 2021 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), WELLX XXXGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity,...
Field Examination Reports. Confidentiality; Disclaimers by Lenders;
Field Examination Reports. Capital Analytics must conduct field examinations. This procedure should entail an independent impartial review of a customer’s financial/collateral position. This assessment will be made from the company’s books and records as well as physical observation of the business. Standardized forms shall be used for field examinations. These forms should in no way limit the field examiner in his/her examination. Prior to embarking on a field examination, the field examiner must discuss the current status of the customer he/she is about to visit with the loan officer. The loan officer should mention any particular areas of concern during the planning phase. Fieldwork will not be scheduled in absence of a pre-audit conference. The Chief Credit Officer or his designee will approve all field examination reports prior to distribution. Initials from the loan officer will evidence the review of the field examination reports by loan administration. Any recommendations or exceptions noted in the examination must be addressed in writing within 15 working days from distribution of the report. Responses to the examinations will be copied to the Chief Credit Officer, and the Managing Director of the respective business unit. The original will be filed in the credit file.
Field Examination Reports. Confidentiality; Disclaimers by Lenders; Other Reports and Information .............................................................................................................. 71 16.17
Field Examination Reports. Confidentiality; Disclaimers by Lenders; Other Reports and Information 149 15.17. Several Obligations; No Liability 150 15.18. . Notwithstanding that certain of the Loan Documents now or hereafter may have been or will be executed only by or in favor of Agent in its capacity as such, and not by or in favor of the Lenders, any and all obligations on the part of Agent (if any) to make any credit available hereunder shall constitute the several (and not joint) obligations of the respective Lenders on a ratable basis, according to their respective Commitments, to make an amount of such credit not to exceed, in principal amount, at any one time outstanding, the amount of their respective Commitments. Nothing contained herein shall confer upon any Lender any interest in, or subject any Lender to any liability for, or in respect of, the business, assets, profits, losses, or liabilities of any other Lender. Each Lender shall be solely responsible for notifying its Participants of any matters relating to the Loan Documents to the extent any such notice may be required, and no Lender shall have any obligation, duty, or liability to any Participant of any other Lender. Except as provided in Section 15.7, no member of the Lender Group shall have any liability for the acts of any other member of the Lender Group. No Lender shall be responsible to any Borrower or any other Person for any failure by any other Lender (or Bank Product Provider) to fulfill its obligations to make credit available hereunder, nor to advance for such Lender (or Bank Product Provider) or on its behalf, nor to take any other action on behalf of such Lender (or Bank Product Provider) hereunder or in connection with the financing contemplated herein. 150 15.18. Intercreditor Agreement and Subordination Agreement 151
Field Examination Reports. Confidentiality; Disclaimers by Lenders; Other Reports and Information 76 15.17. Several Obligations; No Liability 77 15.18. Lead Arranger and Book Runner 78 16. WITHHOLDING TAXES 78 16.1. Payments 78 16.2. Exemptions 78 16.3. Reductions 80 16.4. Refunds 80 17. GENERAL PROVISIONS 81 17.1. Effectiveness 81 17.2. Section Headings 81 17.3. Interpretation 81 17.4. Severability of Provisions 81 17.5. Bank Product Providers 81 17.6. Debtor-Creditor Relationship 82 17.7. Counterparts; Electronic Execution 82 17.8. Revival and Reinstatement of Obligations; Certain Waivers 82 17.9. Confidentiality 83 17.10. Survival 85 17.11. Patriot Act 85 17.12. Integration 85 17.13. Parent as Agent for Borrowers 85
Field Examination Reports. Confidentiality; Disclaimers by Lenders; Other Reports and Information 70 16.17 Several Obligations; No Liability 71 16.18 Intercreditor Agreement 71
Field Examination Reports. 134 - 12.3 Reliance By Administrative Agent ..................................................................................... - 136 - 12.4 Action Upon Default .......................................................................................................... - 136 - 12.5 Indemnification of Administrative Agent Indemnitees ...................................................... - 136 - 12.6 Limitation on Responsibilities of Administrative Agent .................................................... - 137 - 12.7 Resignation; Successor Administrative Agent ................................................................... - 137 - 12.8 Separate Collateral Agent ................................................................................................... - 138 - 12.9 Due Diligence and Non-Reliance ....................................................................................... - 138 - 12.10 Remittance of Payments. .................................................................................................... - 139 - 12.11 Administrative Agent in its Individual Capacity ................................................................ - 143 - 12.12 Administrative Agent Titles ............................................................................................... - 143 - 12.13 Bank Product Providers ...................................................................................................... - 143 - 12.14 No Third Party Beneficiaries .............................................................................................. - 144 - 12.15 Certifications From Lenders and Participants; PATRIOT Act; No Reliance. .................... - 144 - 12.16 Bankruptcy ......................................................................................................................... - 145 - SECTION 13. ASSIGNMENTS AND PARTICIPATIONS .......................................................... - 146 - 13.1 Successors and Assigns. ..................................................................................................... - 146 - SECTION 14. YIELD PROTECTION ............................................................................................ - 150 - 14.1 Making or Maintaining Term SOFR Loans........................................................................ - 150 - 14.2 Increased Costs. .................................................................................................................. - 154 - 14...
