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Leading non-banking finance company Shriram City Union Finance Ltd has got fair trade regulator CCI's approval for tpg investment india proposed merger of its two group companies through a multi-stage transac Piramal Enterprises, a firm promoted by Ajay Piramal, had acquired 9. TPG, a leading global private investment firm, has picked up a For global institutional investors that have been wary about investing in India for the past few years, the tide has turned and India has again become a must-have market.

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Lbr investment properties gmbh definition

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The Loan to Value Ratio LVR that the banks will allow you to borrow in depends on the home loan amount you need, the location of your property, your credit history and the type of loan you that are applying for. One option for borrowers who need to borrow at a high LVR loan is to have a guarantor support the application. The guarantor can be a family member or a friend that has ownership and equity in another property.

In guaranteeing the loan, they put up a portion of their property to secure a portion of the home loan being applied for. If the property value increases or you make extra repayments on your loan, the guarantor may no longer be required.

This is because the Loan to Value Ratio would then be low enough for the banks to accept it, without the need for additional security. The reason is that if you were to default on your mortgage, the mortgage insurer charges the lender a risk fee, which is passed on to you as an LMI premium.

For low doc loans , the borrower lacks the necessary documentation required to prove their earnings and income. By having LMI , the risks associated with the loan can be minimised, and the lenders can approve your loan without the risk of losing any of their money. The lender may also reduce your Loan to Value Ratio because the property you are purchasing may be difficult to sell. Please complete our free assessment form or contact us on and our mortgage brokers will provide you with expert advice on the Loan to Value Ratio of your loan.

Get tips to help you save on your loan! Avoid the common mistakes after mortgage pre-approval! What is bank lending criteria? Read their lending guidelines on employment, borrower type, loan structure and discover out how to get approved. How does the new Banking Code of Practice the code affect you as a bank customer, a small business owner and a guarantor?

Find out how your best interests are assessed and its affect. A blockchain mortgage could eliminate the costs and inefficiencies of the banks, giving you a much smoother and cheaper home loan process. How does it work? It can help you detect defects and help your home buying decision. Separation and divorce settlements can be messy affairs, especially when it comes to owning a house.

Discover how you can buy out a partner on a mortgage. Some banks require you to reduce your credit limit before approving your home loan. Other lenders just want to see your making your repayments on time. Building your own home or renovating can be life-changing but there can be many common pitfalls in choosing a builder. How do you make the right choice? Did you know that overcomplicating your application can get your home loan declined? Conditional vs unconditional approval: what's the difference?

Getting home loan pre-approval is great but you can still be declined for formal approval! If you're building your own home, what construction loan documents do you need to provide to the bank to ensure a smooth loan process? Construction loans are often set-up with many errors. The loan amount may be incorrect and problems can arise if you make many variations to the contract. With a construction loan, your lender will pay your builder directly.

Buying a property? The Contract of Sale spells out your rights as a buyer but getting legal advice from a conveyancer will help you avoid the hidden traps. Mutual banks, credit unions, and building societies claim to offer lower interest rates and better service. Is customer-owned banking really that good? Learn when and how you can use it. Need a quick home loan approval? By providing the correct mortgage documents and choosing the right lender, you can fast-track your home loan.

Have you thought about the process of finalising a deceased estate? Discover how you can avoid the common traps of a will and secure your estate planning. Find out how to apply. How do banks decide who to lend to? Find out your credit worthiness with a free Veda credit check. How does the home loan application process work? Find out what documents are needed and the steps involved from pre-approval to formal approval. Are you in need of a home loan health check?

Learn how to increase your limit, switch to a fixed interest rate and just simply manage your home loan better. The home loan process starts well before loan application and extends beyond settlement. Find out how to make this process less daunting.

Are you employed by a bank and want to buy property? You may find better home loan discounts through a mortgage broker, not your own employer! A house and land package loan or turnkey loan allows you to buy a new home and take advantage of tax and stamp duty concessions. How do these loans work? Do you qualify for a mortgage? There are a number of steps in the mortgage application process.

While some banks are faster, home loan approval time comes down to how organised you are. Has your property valuation come in low? Is it worth it to challenge the valuation or are you better off getting a better going with another bank? How can you prepare for an interest rate rise?

You could refinance to a lower rate or make extra home loan repayments. Which option is right for you? Can you profit in a falling property market? The fundamentals of location and choosing the right property still apply in a market downturn. Here's why. Can you work out the property value of a house or unit without paying for a valuation?

Discover how to value a property using comparable sales! Have you found a property? Your home loan pre approval can still be withdrawn. Find out how to make sure you get the finance you need to purchase a home. A kerbside valuation is used to check the condition of a property usually in tandem with a desktop valuation. When is it used and how much does it cost? Want to avoid the time and cost of refinancing when buying a new home? A loan portability is a convenient home loan solution but what are the drawbacks?

Loyalty tax refers to the higher interest rate paid by existing home loan customers compared to new customers. How much are you paying? Banks don't accept just any mortgage exit strategy. Do you have an existing mortgage, credit cards and a personal loan? You may have hit your bank's mortgage exposure limit but you can still get a home loan! As mortgage deferrals come to an end in September, homeowners need to go over their options now rather than waiting. What options are available?

Moving to a new home can be easy with careful planning and the right timing. The National Consumer Credit Protection Act ensures ethical lending practices in the mortgage industry. Find out which loans are or aren't NCCP regulated. Debating on new vs old properties? There's no one answer. Here we look at the pros and cons of both new and old properties and some real-life case studies.

Can you or your partner borrow against a property that is jointly owned with someone else? How does one borrower, two owners work and can you get approved? What are the pros and cons of online home loans? Cheaper interest rates and lower mortgage fees are tempting but are you missing out as a borrower?

A pest inspection checklist is useful here. Be fully prepared for the final inspection before settlement with our Pre-Settlement Inspection Checklist as well as key questions to ask your vendor. Applying for a home loan? Read our tips on how to get approved at the lowest interest rate and find out what documents are required for a home loan application.

Did you know that Private Bank Clients pay higher interest rates on their mortgages? Find out how to get a better deal. From not getting pre-approval to massive bank delays leading up to settlement, learn how to avoid the big mistakes and protect yourself when buying a home.

Looking to buy your first home or investment property? Check out our A-Z list of real estate terms and jargon explained in plain English. Did you know that banks assume your credit card is fully drawn even when it's not? Reduce your credit card limit to borrow more for your home loan. Should I buy or should I rent?

Find out the pros and cons of buying a home or renting to help you with your decision. Can I get a mortgage at 50? Many banks restrict lending to mature age borrowers but some lenders offer retirement age home loans. Rezoning property can be highly-profitable for savvy investors and residential property developers. What are the steps to property rezoning? The sub-prime crisis has affected riskier loans in Australia.

Find out which lenders still offer them. Find out how you can save even more off your home loan by maintaining your old repayments when interest rates fall. Saving for a deposit to buy a house? Buying a new home and selling the old one. Which first? Should you get a bridging loan? How to avoid the juggling act of a simultaneous settlement. A home loan can have many setbacks from loan approval to settlement.

What makes them different from traditional banks? Should you choose your next home loan with them? Making extra mortgage repayments is a smart decision when you start to pay off your loan, but when should you take the leap into property investment? The Australian Government has arranged a funding line for non-bank home loan lenders in Australia which enables these mortgage providers to continue to lend.

There are tax benefits in making additional superannuation contributions but also pros with extra home loan repayments. Super or mortgage: which is better? Discover how to assume a home loan. Selling a property can be more expensive than you think.

What are the actual costs of selling a property? Try the costs of selling a house calculator! Find out how to apply for a home loan, find a property, make an offer and secure the home of your dreams. Building your own home can be exciting but it can also be confusing when trying to line up the stages of construction with your progress payments.

Find out if the bank will approve two borrowers, one owner. Eco-friendly and sustainable homes made of unconventional building materials may be all the rage now but can you actually get a loan to buy or build one? How much equity do you need to have in your land to qualify for a construction loan? How do lenders assess a land equity construction loan?

Discover how it can affect your chances of approval. Read more. As part of our response to the continuously evolving situation surrounding Covid, Law Business Research has reviewed our Business Continuity How are you today? A simple question that we The LawCareers. Held in Manchester on 20 November, London Friday 20 December was our Christmas Jumper Day, and what a treat it was. We had jumpers of every kind, Our search for We had a fun evening wrapping presents for the girls at the Swawou School in Sierra Leone.

The amazing generosity On Thursday 31st October, our Funraising Committee set up shop in the office Collaboration space and put on a spooky The Latin Lawyer Elite firms are now profiled here. Each have carved out their own paths towards excellence and When Argentina rolled out its corporate criminal liability law in March , it was a sign that the country, known The annual LBR summer party took place last week on what turned out to be the hottest day recorded in In both China and Hong You may already have heard about our most recent addition to our platform, Lexology PRO, but do you know why Global Competition Review rolled out a standalone weekly briefing that focuses on the Asia-Pacific region.

Asia-Pacific is the fastest growing As part of further additions to the Lexology PRO offering to ensure that our platform gives our users the best As part of ongoing performance developments to ensure that Lexology delivers the best legal intelligence platform for our users, we Overview Following ongoing updates to the Lexology platform, we are excited to introduce Lexology Learn — an interactive hub designed The winners were recognised for Powering the legal profession Law Business Research is a leading provider of business information, legal analysis tools and networking for the global legal markets.

Our services We provide in-depth information and intelligence products, intuitive customer engagement platforms and market-leading networking solutions. Subscription platforms Law Business Research is the most trusted business information resource for international legal professionals, providing unparalleled depth and breadth of insight. Research and benchmarking Through surveys, directories, interviews and field research, we collect the most valuable information the industry has to offer and turn it into actionable intelligence.

Networking Thanks to our vast network of legal professionals, Law Business Research has created an engaged, high-level global community which has uniquely positioned us to provide market-leading networking opportunities. Our products Whether you are looking for market analysis, insight to support decision making or client targeting and networking platforms to support your business development, our product portfolio can help you to achieve your objectives.

Lexology Lexology is a leading provider of legal intelligence, designed to help legal and other professionals keep on top of Read more. Global Competition Review Global Competition Review GCR is the leading global provider of competition law, regulation and enforcement information, combining data and Read more.

Global Investigations Review Global Investigations Review GIR is the leading intelligence platform for global coverage of corporate investigations and their aftermath, providing Read more.

An investment property is real estate property purchased with the intention of earning a return on the investment either through rental income, the future resale of the property, or both.

Investment analysis project management If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or what is a forex market overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Administrative Agent promptly upon request by the Administrative Agent. The Borrower represents and warrants to the Administrative Agent and the Lenders that:. Each such notice must be received by the Administrative Agent not later than a. This Agreement is given by each Pledgor in favor of the Administrative Agent for the benefit of the Secured Parties to secure the payment and performance of all of the Obligations.
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British american investments company kenya limited express The Register shall be available for inspection by the Borrower and any Lender, at addicted forex forum reasonable time and from time to time upon reasonable prior notice. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Lbr investment properties gmbh definition exercising its Control over any Securities Account and Commodity Account such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Account. Each of the Guarantors further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Guaranteed Obligation. The Administrative Agent has a first priority security interest in each pledged Securities Account and Commodity Account, which security interest is perfected by Control. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of the Loan and payments with respect thereto.
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Lbr investment properties gmbh definition Double click to activate the map. Real estate saw petar gacesa ubs investment bank supported by high average value deals of investment real estate and a rise in deals, it pointed out. All Rights Reserved. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other means of electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. Firstto lbr investment properties gmbh definition of that portion of the Obligations constituting fees, indemnities, expenses and other amounts including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III payable to the Administrative Agent in its capacity as such. Foreign currency translation gains in each case of or by the Borrower and its Restricted Subsidiaries for Subject Period:. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected on computing interest or fees, as the case may be; providedhoweverthat, if such extension would cause payment of interest on or principal of Eurodollar Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.
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Lbr investment properties gmbh definition But the vorwerx invest don't necessarily mean the same thing. If any Change in Law shall:. Compensation for Losses. Representations and Warranties. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative Agent. The shareholders are entitled to information on the inventory, balance sheets and reports produced by the supervisory board, if such a board exists.

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Learn when and how you can use it. Need a quick home loan approval? By providing the correct mortgage documents and choosing the right lender, you can fast-track your home loan. Have you thought about the process of finalising a deceased estate? Discover how you can avoid the common traps of a will and secure your estate planning. Find out how to apply.

How do banks decide who to lend to? Find out your credit worthiness with a free Veda credit check. How does the home loan application process work? Find out what documents are needed and the steps involved from pre-approval to formal approval. Are you in need of a home loan health check?

Learn how to increase your limit, switch to a fixed interest rate and just simply manage your home loan better. The home loan process starts well before loan application and extends beyond settlement. Find out how to make this process less daunting. Are you employed by a bank and want to buy property?

You may find better home loan discounts through a mortgage broker, not your own employer! A house and land package loan or turnkey loan allows you to buy a new home and take advantage of tax and stamp duty concessions. How do these loans work? Do you qualify for a mortgage? There are a number of steps in the mortgage application process. While some banks are faster, home loan approval time comes down to how organised you are.

Has your property valuation come in low? Is it worth it to challenge the valuation or are you better off getting a better going with another bank? How can you prepare for an interest rate rise? You could refinance to a lower rate or make extra home loan repayments. Which option is right for you? Can you profit in a falling property market? The fundamentals of location and choosing the right property still apply in a market downturn.

Here's why. Can you work out the property value of a house or unit without paying for a valuation? Discover how to value a property using comparable sales! Have you found a property? Your home loan pre approval can still be withdrawn.

Find out how to make sure you get the finance you need to purchase a home. A kerbside valuation is used to check the condition of a property usually in tandem with a desktop valuation. When is it used and how much does it cost? Want to avoid the time and cost of refinancing when buying a new home?

A loan portability is a convenient home loan solution but what are the drawbacks? Loyalty tax refers to the higher interest rate paid by existing home loan customers compared to new customers. How much are you paying? Banks don't accept just any mortgage exit strategy.

Do you have an existing mortgage, credit cards and a personal loan? You may have hit your bank's mortgage exposure limit but you can still get a home loan! As mortgage deferrals come to an end in September, homeowners need to go over their options now rather than waiting. What options are available? Moving to a new home can be easy with careful planning and the right timing.

The National Consumer Credit Protection Act ensures ethical lending practices in the mortgage industry. Find out which loans are or aren't NCCP regulated. Debating on new vs old properties? There's no one answer. Here we look at the pros and cons of both new and old properties and some real-life case studies.

Can you or your partner borrow against a property that is jointly owned with someone else? How does one borrower, two owners work and can you get approved? What are the pros and cons of online home loans? Cheaper interest rates and lower mortgage fees are tempting but are you missing out as a borrower?

A pest inspection checklist is useful here. Be fully prepared for the final inspection before settlement with our Pre-Settlement Inspection Checklist as well as key questions to ask your vendor. Applying for a home loan? Read our tips on how to get approved at the lowest interest rate and find out what documents are required for a home loan application.

Did you know that Private Bank Clients pay higher interest rates on their mortgages? Find out how to get a better deal. From not getting pre-approval to massive bank delays leading up to settlement, learn how to avoid the big mistakes and protect yourself when buying a home. Looking to buy your first home or investment property?

Check out our A-Z list of real estate terms and jargon explained in plain English. Did you know that banks assume your credit card is fully drawn even when it's not? Reduce your credit card limit to borrow more for your home loan. Should I buy or should I rent? Find out the pros and cons of buying a home or renting to help you with your decision. Can I get a mortgage at 50? Many banks restrict lending to mature age borrowers but some lenders offer retirement age home loans.

Rezoning property can be highly-profitable for savvy investors and residential property developers. What are the steps to property rezoning? The sub-prime crisis has affected riskier loans in Australia. Find out which lenders still offer them. Find out how you can save even more off your home loan by maintaining your old repayments when interest rates fall.

Saving for a deposit to buy a house? Buying a new home and selling the old one. Which first? Should you get a bridging loan? How to avoid the juggling act of a simultaneous settlement. A home loan can have many setbacks from loan approval to settlement. What makes them different from traditional banks? Should you choose your next home loan with them? Making extra mortgage repayments is a smart decision when you start to pay off your loan, but when should you take the leap into property investment?

The Australian Government has arranged a funding line for non-bank home loan lenders in Australia which enables these mortgage providers to continue to lend. There are tax benefits in making additional superannuation contributions but also pros with extra home loan repayments. Super or mortgage: which is better?

Discover how to assume a home loan. Selling a property can be more expensive than you think. What are the actual costs of selling a property? Try the costs of selling a house calculator! Find out how to apply for a home loan, find a property, make an offer and secure the home of your dreams.

Building your own home can be exciting but it can also be confusing when trying to line up the stages of construction with your progress payments. Find out if the bank will approve two borrowers, one owner. Eco-friendly and sustainable homes made of unconventional building materials may be all the rage now but can you actually get a loan to buy or build one? How much equity do you need to have in your land to qualify for a construction loan?

How do lenders assess a land equity construction loan? Discover how it can affect your chances of approval. A desktop valuation is an electronic valuation done using property data, comparable sales and listings. It is instant, cheap and used for low-risk loans. Ever wanted to know what benefits you get from a green home loan? How do you build or design a green home? Get the answers to these questions. Hobby farms or lifestyle blocks are a great way to escape the rat race.

Find out what to look for in a property, in livestock care and for growing crops. Stuck in a high-interest rate mortgage and unable to refinance? You might be a mortgage prisoner. We have narrowed down some helpful tips. Digital neobanks are all set to mark their mark in Australia. What makes these banks different from traditional banks? Should you try them? Wondering what a mortgage pre-approval is? Learn how banks assess your property loan, and offer conditional approval before you buy real estate.

It's a powerful legal protection in the homebuyer's arsenal but what is a subject to finance clause and how does it differ from a cooling off period? When banks assess your loan application, they apply what is known as an assessment rate or floor rate.

This can have a major impact on your borrowing power. Open banking in Australia has already begun. Can open banking help you get a better deal on your home loan? Find out what is it and how does it work? The home loan application and approval process used to be simple but things have changed since the introduction of responsible lending measures by APRA.

Should you use a buyers agency? A buyers advocate can potentially save you time and thousands off the purchase price but are they just for investors? It can be tempting to lie on your FHOG application to get approved but why is it a bad idea? We aim to set an example by delivering what we promise: a higher level of service, better advice and better home loans. From the beginning the service, care and attention to my needs was outstanding.

And that continued with every contact, in fact I'd say it got better, which is counter to what happens almost everywhere else He was able to quickly and with minimal fuss, find us a loan at a good rate when others told us it would be too hard. I would give more than 5 stars if I could. My partner and I cannot speak highly enough of him. Our situation is quite a difficult one and this is our first time buying a home, but nothing was too difficult They provided very clear information and responded to any queries quickly.

They were very transparent about all aspects of the process. Home Loan Experts is a business owned by mortgage broking firm Dargan Financial. ABN: 68 How much can I borrow calculator Investment property calculator Loan repayments calculator Buy now or save more calculator LMI calculator Home buying costs calculator Credit score calculator First home grant calculator Guarantor loan calculator Interest rate calculator LVR calculator Exit strategy calculator Home equity calculator See all calculators.

As part of our response to the continuously evolving situation surrounding Covid, Law Business Research has reviewed our Business Continuity How are you today? A simple question that we The LawCareers. Held in Manchester on 20 November, London Friday 20 December was our Christmas Jumper Day, and what a treat it was. We had jumpers of every kind, Our search for We had a fun evening wrapping presents for the girls at the Swawou School in Sierra Leone. The amazing generosity On Thursday 31st October, our Funraising Committee set up shop in the office Collaboration space and put on a spooky The Latin Lawyer Elite firms are now profiled here.

Each have carved out their own paths towards excellence and When Argentina rolled out its corporate criminal liability law in March , it was a sign that the country, known The annual LBR summer party took place last week on what turned out to be the hottest day recorded in In both China and Hong You may already have heard about our most recent addition to our platform, Lexology PRO, but do you know why Global Competition Review rolled out a standalone weekly briefing that focuses on the Asia-Pacific region.

Asia-Pacific is the fastest growing As part of further additions to the Lexology PRO offering to ensure that our platform gives our users the best As part of ongoing performance developments to ensure that Lexology delivers the best legal intelligence platform for our users, we Overview Following ongoing updates to the Lexology platform, we are excited to introduce Lexology Learn — an interactive hub designed The winners were recognised for Powering the legal profession Law Business Research is a leading provider of business information, legal analysis tools and networking for the global legal markets.

Our services We provide in-depth information and intelligence products, intuitive customer engagement platforms and market-leading networking solutions. Subscription platforms Law Business Research is the most trusted business information resource for international legal professionals, providing unparalleled depth and breadth of insight.

Research and benchmarking Through surveys, directories, interviews and field research, we collect the most valuable information the industry has to offer and turn it into actionable intelligence. Networking Thanks to our vast network of legal professionals, Law Business Research has created an engaged, high-level global community which has uniquely positioned us to provide market-leading networking opportunities.

Our products Whether you are looking for market analysis, insight to support decision making or client targeting and networking platforms to support your business development, our product portfolio can help you to achieve your objectives. Lexology Lexology is a leading provider of legal intelligence, designed to help legal and other professionals keep on top of Read more.

Global Competition Review Global Competition Review GCR is the leading global provider of competition law, regulation and enforcement information, combining data and Read more. Global Investigations Review Global Investigations Review GIR is the leading intelligence platform for global coverage of corporate investigations and their aftermath, providing Read more.

Global Restructuring Review Global Restructuring Review GRR is the first-choice market intelligence resource for cross-border insolvency and restructuring professionals.

MUTUAL FUND INVESTMENT PORTFOLIO

An SARL may be formed for a limited duration or an unlimited duration. An SARL may change its corporate form in the course of its lifetime through shareholder decision. If the number of shareholders exceeds , the SARL has one year to change its legal form. The rules on mergers and demergers , which are likely to bring about a change in legal form, apply to SARLs. Any document establishing the voluntary dissolution of the company must be accompanied by the following administrative certificates:.

An SARL may issue shares with different values, either with or without a nominal value. Contributions "in industry" services, know-how, etc. Contributions in industry:. The shares in the capital of an SARL are issued as registered shares , with or without a nominal value. An SARL is permitted to issue profit shares. The profit shares do not form part of the company's share capital. The rights attaching to the profit shares must be specified in the articles of association.

Private bond issues are allowed, but require the shareholders' approval in the case of convertible bonds. Unless otherwise specified in the articles of association, the shares may be freely transferred between the shareholders. Share transfers must be recorded in a notarised deed or a private deed. An SARL is managed by one or more managers — who may or may not be shareholders — appointed by the shareholders, either in the articles of association or by subsequent deed, for a limited or unlimited term.

A legal person may be appointed to manage an SARL. With the exception of actions requiring a decision on the part of the shareholders, as provided for by law or in the articles of association, the manager s may undertake any action they deem necessary or useful for achieving the corporate purpose. There are no restrictions on the nationality of an SARL's managers; they may be Luxembourg nationals, EU nationals, or nationals of any third country.

They may only be removed from office for legitimate reasons, such as: obvious incapacity, unfair competition to the detriment of the company or misappropriation of funds, unless otherwise specified in the articles of association. The shareholders are entitled to information on the inventory, balance sheets and reports produced by the supervisory board, if such a board exists. In SARLs with more than 60 shareholders a general meeting of shareholders must be held at least once a year.

The time of year at which the meeting is held is specified in the company's articles of association. Unless the articles of association have been amended to state otherwise, it is not mandatory to hold a general meeting in SARLs with fewer than 60 partners. In this case, the partners are invited to send in their votes in writing, after having received the text of the resolutions or decisions to be taken.

Each shareholder has a number of votes equal to the number of shares they hold. In SARLs with a single shareholder, the latter alone wields the powers vested in the general meeting of shareholders. The founders of the company and, in the event of an increase in capital, the managers, are jointly liable in respect of third parties for:. However, the deed of incorporation of the SARL may restrict the label of "founder" to subscribers who, together, hold at least one third of the share capital.

In that case, all other shareholders mentioned in the deed of incorporation will be deemed simple subscribers. The shareholders are liable to the extent of the amount of their contribution to the share capital. The company is bound by the actions undertaken by the manager s , even when they surpass the corporate purpose, unless it can be proven that the third party involved knew, or could not have been unaware of, the fact that the action surpassed the corporate purpose.

Managers are accountable to the company for carrying out the duties entrusted to them, and for any misdeeds committed in the performance of such duties. SARLs with more than 60 shareholders are subject to compulsory oversight by one or more internal auditors, whose names are mentioned in the articles of association.

Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Lead Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss.

If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower or to any other Person who may be entitled thereto under applicable law. Notwithstanding anything herein to the contrary, the Lien and security interest granted pursuant to this Agreement and the exercise of any right or remedy hereunder are subject to the provisions of the Intercreditor Agreement.

In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control except as expressly set forth in the Intercreditor Agreement. Notwithstanding anything herein to the contrary, the Lien and security interest granted pursuant to this Agreement and the exercise of any right or remedy hereunder are subject to the provisions of the Note Intercreditor Agreement.

Bulger, Jr. Name: William M. Title: Vice President. Ladies and Gentlemen:. The undersigned hereby requests select one :. Form of Committed Loan Notice. The Borrower promises to pay interest on the unpaid principal amount of the Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement.

If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment and before as well as after judgment computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.

This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement.

The Loan made by the Lender may be evidenced by a loan account or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of the Loan and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of intent to accelerate, notice of acceleration, notice of protest, demand, dishonor and non-payment of this Note.

Form of Term Note. The undersigned Responsible Officer hereby certifies as of the date hereof that he is a Responsible Officer of the Borrower, and that, as such, he is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that:.

Form of Compliance Certificate. Schedule 1 to Compliance Certificate. Minimum Consolidated Interest Coverage Ratio. Maximum Consolidated Leverage Ratio. Maximum permitted Capital Expenditures. Excess deficient for covenant compliance. Line III. Form of Assignment and Assumption. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. Assignor[s] List each Assignor, as appropriate. List each Assignee, as appropriate. Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

To be completed if the Assignor s and the Assignee s intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to:. To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1. Representations and Warranties. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest including payments of principal, interest, fees and other amounts to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.

This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Contact Information:. Credit Contact. Operations Contact. Legal Counsel. Secondary Credit Contact. Secondary Operations Contact. Type of Entity:. Bank of America Contact Information:. WHEREAS, in order to induce the Secured Parties to enter into the Credit Agreement and the other Loan Documents and to extend the loans and other financial accommodations to the Borrower pursuant to the Credit Agreement, and in consideration thereof, and in consideration of any loans or other financial accommodations heretofore or hereafter extended by the Secured Parties to the Borrower and the Guarantors pursuant to the Loan Documents, the Guarantors have agreed to guaranty the Guaranteed Obligations.

As used in this Agreement, the following terms have the meanings specified below:. Without limiting the generality of the foregoing, Guaranteed Obligations shall include all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Administrative Agent or the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable, including due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any other guarantor.

Each of the Guarantors further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Guaranteed Obligation.

Each of the Guarantors further agrees that its guaranty hereunder constitutes a guaranty of payment when due and not of collection. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by any Secured Party of whatever remedies they may have against the Borrower or any other Guarantor, or the enforcement of any lien or realization upon any security by any Secured Party.

Each Guarantor hereby agrees that any release which may be given by Administrative Agent to the Borrower or any other Guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that no Secured Party shall be under any obligation to marshal. Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the Guaranteed Obligations, to exchange, waive or release any or all such security with or without consideration , to enforce or apply such security and direct the order and manner of any sale thereof in their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Guaranteed Obligations, all without affecting the obligations of any Guarantor hereunder.

The Administrative Agent and the other Secured Parties may in accordance with the terms of the Loan Documents, at their election, foreclose on any security for the Guaranteed Obligations held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Loan Party or exercise any other right or remedy available to them against the Borrower or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been Paid in Full.

To the fullest extent permitted by applicable Law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or any security.

In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at Law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or other Guarantor to pay any Guaranteed Obligation when and as the same shall. Each Guarantor recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such. In this connection, each Guarantor has the right to waive, to the fullest extent permitted by applicable law, its contribution right against any other Guarantor to the extent that after giving effect to such waiver such Guarantor would remain solvent, in the determination of the Administrative Agent.

The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default or Event of Default at the time. No notice or. Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such deduction or withholding.

If any such obligation other than one arising with respect to taxes based on or measured by the income or profits of a Secured Party is imposed upon such Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to each of the affected Secured Parties, on the date on which such amount is due and payable hereunder, such additional amount in U.

Each Guarantor will deliver promptly to the Secured Parties certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of each of the Guarantors under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Guarantor or the Administrative Agent that are contained in this Agreement shall bind and. No party hereto may assign any of its rights or obligations hereunder except as permitted pursuant to the Credit Agreement.

All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Secured Parties and shall survive the execution and delivery of the Loan Documents and the making of any Loans regardless of any investigation made by any Lender or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect until the Guaranteed Obligations are Paid in Full.

This Agreement and the other Loan Documents constitute the entire agreement among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.

Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other means of electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

Upon execution and delivery by the Administrative Agent and a Restricted Subsidiary of a Guaranty Supplement, such Restricted Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder.

The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement. Each Guarantor and each Secured Party by its acceptance of the benefits of this Agreement hereby confirms that it is its intention that this Agreement not constitute a fraudulent transfer or conveyance for purposes of any Laws related to bankruptcy or insolvency laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally including the Bankruptcy Code of the United States, the Uniform Fraudulent Conveyance Act or any similar Federal or state law.

This guaranty is a continuing guaranty of payment, and shall apply to all Guaranteed Obligations whenever arising. Each Guarantor will comply with all covenants in the Loan Documents applicable to it as a Restricted Subsidiary or Loan Party even if it is not a signatory to the applicable Loan Document. Exhibit I. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Guaranty.

Accordingly, the Administrative Agent and the New Subsidiary agree as follows:. In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Guaranteed Obligations does hereby, for the benefit of the Secured Parties, their successors and assigns, irrevocably, absolutely and unconditionally guaranty, jointly with the other Guarantors and severally, the due and punctual payment and performance of the Guaranteed Obligations as set forth in the Guaranty.

The Guaranty is hereby incorporated herein by reference. The New Subsidiary represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. This Supplement may be executed in counterparts and by different parties hereto on different counterparts , each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

This Supplement shall become. Delivery of an executed signature page to this Supplement by facsimile transmission or other means of electronic transmission shall be as effective as delivery of a manually signed counterpart of this Supplement. Except as expressly supplemented hereby, the Guaranty shall remain in full force and effect. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guaranty shall not in any way be affected or impaired thereby it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction.

The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. Each Guarantor has, pursuant to the Guaranty, unconditionally guaranteed the Obligations. Each Pledgor will receive substantial benefits from the execution, delivery and performance of the obligations under the Credit Agreement and the other Loan Documents and each is, therefore, willing to enter into this Agreement.

This Agreement is given by each Pledgor in favor of the Administrative Agent for the benefit of the Secured Parties to secure the payment and performance of all of the Obligations. It is a condition to the obligations of the Secured Parties to make financial accommodations to Borrower and the Guarantors as provided for in the Credit Agreement and the other Loan Documents that each Pledgor execute and deliver the applicable Loan Documents, including this Agreement.

Sections 1. The Administrative Agent and each Secured Party agree that the Perfection Certificate and all descriptions of Collateral, schedules, amendments and supplements thereto are and shall at all times remain a part of this Agreement. The security interest created hereby secures the payment and performance of the Obligations, whether now existing or arising hereafter.

Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts which constitute part of the Obligations and would be owed by Pledgors, or any of them, to the Administrative Agent, any of the other Secured Parties or any of them. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Administrative Agent promptly upon request by the Administrative Agent. Except as expressly set forth on Schedule 6. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent.

The Administrative Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Administrative Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder. In addition, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations.

Each Pledgor agrees that at the sole cost and. The Administrative Agent has a first priority security interest in each pledged Securities Account and Commodity Account, which security interest is perfected by Control the Administrative Agent shall have Control upon the execution and delivery of a Account Control Agreement which for the avoidance of doubt must be executed and delivered not later than the date set forth in Schedule 6.

Each Pledgor shall establish and maintain cash management services of a type and on terms reasonably satisfactory to Administrative Agent which cash management services as established and maintained on the date hereof are reasonably satisfactory to Administrative Agent at one or more of the banks set forth on Schedule 3. Administrative Agent agrees not to issue an Activation Instruction with respect to the Deposit Accounts unless a Cash Dominion Event, a Default or an Event of Default has occurred and is continuing at the time such Activation Instruction is issued.

The Administrative Agent has a first priority security interest in each pledged Securities Account and Commodity Account, which security interest is perfected by Control. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless as promptly as practicable after the establishment thereof such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Account Control Agreement with respect to such Securities Account or Commodity Account, as the case may be.

The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Pledgor, unless a Cash Dominion Event or. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Account.

The execution and delivery of such Security Agreement. Supplement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Pledgor as a party to this Agreement. If an Event of Default or with respect to Collateral for which a Cash Dominion Event has occurred and is continuing, the Administrative Agent may institute and maintain, in its own name or in the name of any Pledgor, such suits and proceedings as the Administrative Agent may be advised by counsel shall be necessary or expedient to prevent any impairment of the security interest in or the perfection thereof in the Collateral.

All of the foregoing shall be at the sole cost and reasonable expense of the Pledgors. Each Pledgor represents, warrants and covenants as follows:. Except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement and Permitted Liens, such Pledgor owns and has rights and, as to Collateral acquired by it from time to time after the date hereof, will own and have rights in each item of Collateral pledged by it hereunder, free and clear of any and all Liens or claims of others.

The security interest and Lien granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement in and on the Collateral will at all times constitute a perfected, continuing security interest therein, prior to all other Liens on the Collateral subject to Permitted Liens. Each Pledgor shall, at its own cost and reasonable expense, defend title to the Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Administrative Agent and the priority thereof against all claims and demands of all persons, at its own cost and expense, at any time claiming any interest therein adverse to the Administrative Agent or any other Secured Party other than Permitted Liens.

It has not filed, nor authorized any third party to file nor will there be , any valid or effective financing statement or similar statement, instrument of registration or public notice under the law of any jurisdiction covering or purporting to cover any interest of any kind in the Collateral, except such as have been filed in favor of the Administrative Agent pursuant to this Agreement or in favor of any holder of a Permitted Lien with respect to such Permitted Lien or financing statements.

No Pledgor shall execute, authorize or permit to be filed in any public office any financing statement or similar statement, instrument of registration or public notice under the law of any jurisdiction relating to. No Pledgor will keep any Inventory and Equipment other than vehicles, Inventory and Equipment out for repair or in-transit other than at locations identified on Schedule 4. All of the Pledged Securities existing on the date hereof have been, and to the extent any Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued and fully paid and non-assessable to the extent applicable.

All information set forth herein, including the schedules hereto, and all information contained in any documents, schedules and lists heretofore delivered to any Secured Party, including the Perfection Certificate and the schedules thereto, in connection with this Agreement, in each case, relating to the Collateral, is accurate and complete in all material respects.

As of the date hereof, the Collateral described on the schedules to this Agreement, the Credit Agreement and the Perfection Certificate constitutes all of the property of such type of Collateral owned or held by the Pledgors, except , that , the trade names and business names described on such schedules constitute, to the knowledge of such Pledgors, all of the trade names and business names owned or held by the Pledgors.

In the event that the proceeds of any insurance claim are paid to any Pledgor after the Administrative Agent has exercised its right to foreclose after an Event of Default, such Net Cash Proceeds shall be held in trust for the benefit of the Administrative Agent and immediately after receipt thereof shall be paid to the Administrative Agent for application in accordance with the Credit Agreement. Each Pledgor agrees to promptly provide the Administrative Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence, to the extent applicable and at the request of the Administrative Agent take all action necessary to maintain the perfection and priority of the security interest of the Administrative Agent for the benefit of the Secured Parties in the Collateral.

Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Collateral. In addition, none of the Organization Documents related to the Pledged Securities comprising of limited liability company or partnership interests provide or shall provide that such Pledged Securities are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

For the purpose of enabling the Administrative Agent, upon the occurrence and during the continuance of an Event of Default, to exercise rights and remedies under Article IX hereof at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Pledgor hereby grants to the Administrative Agent effective solely upon and during the continuance of an Event of Default and, subject to the terms and conditions of any applicable Intellectual Property License to the extent assignable, an irrevocable with respect to any Intellectual Property License, solely during the period when such license is effective , non-.

Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout hereof. In connection with the rights and remedies of the Administrative Agent pursuant to and in accordance with Article IX hereof, each Pledgor hereby irrevocably appoints and designates effective solely upon and during the continuance of an Event of Default the Administrative Agent as its designee, and authorizes the Administrative Agent to act as its designee and agent, for purposes of selling any Inventory or other Goods of such Pledgor under the terms of any Intellectual Property License, whether pursuant to any sell off rights provided for therein or otherwise and for purposes of taking any other action that such Pledgor may be entitled to take for the realization on any assets of such Pledgor under any Intellectual Property License.

The foregoing, and any action by the Administrative Agent as such designee and agent, shall not be construed to constitute the assumption by the Administrative Agent of any duties, obligations or liabilities of any Pledgor under any such Intellectual Property License or to cause the Administrative Agent to have any such duties, obligations or liabilities.

Intellectual Property Collateral rights. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Pledgors, threatened, which, either individually or in the aggregate, has, or if adversely determined, could reasonably be expected to have, a Material Adverse Effect.

Each Pledgor agrees not to abandon any Intellectual Property Collateral, except as permitted under the Credit Agreement. Other Interpretive Provisions. Currency Equivalents Generally. Borrowings, Conversions and Continuations of Loans.

Termination or Reduction of Commitments. Sharing of Payments by Lenders. Inability to Determine Rates. Compensation for Losses. Mitigation Obligations; Replacement of Lenders. Conditions of Credit Extension. Existence, Qualification and Power. Authorization; No Conflict. Governmental Authorization; Other Consents. Ownership of Property; Liens; Investments.

Environmental Compliance. Subsidiaries; Equity Interests; Loan Parties. Margin Regulations; Investment Company Act. Certificates; Other Information. Payment of Obligations. Preservation of Existence, Etc. Maintenance of Properties. Maintenance of Insurance. Covenant to Guarantee Obligations and Give Security. Compliance with Environmental Laws. Designation as Senior Debt. Rated Credit Facility; Corporate Ratings.

Preparation of Environmental Reports. Change in Nature of Business. Transactions with Affiliates. Amendments of Certain Documents. Prepayments, Etc. Designation of Senior Debt. Remedies upon Event of Default. Appointment and Authority. Exculpatory Provisions. Reliance by Administrative Agent. Resignation of Administrative Agent. Collateral and Guaranty Matters. Notices; Effectiveness; Electronic Communications. No Waiver; Cumulative Remedies; Enforcement.

Expenses; Indemnity; Damage Waiver. Successors and Assigns. Treatment of Certain Information; Confidentiality. Interest Rate Limitation. Counterparts; Integration; Effectiveness. Survival of Representations and Warranties. Governing Law; Jurisdiction; Etc. No Advisory or Fiduciary Responsibility. Closing Date Guarantors. Immaterial Subsidiaries. Remediation Properties. Commitments and Applicable Percentages. Disposition of Certain Real Property. Certain Contractual Restrictions. Form of.

Compliance Certificate. Assignment and Assumption. Administrative Questionnaire. Intellectual Property Security Agreement. Intercompany Subordination Agreement. Eurodollar Rate. Base Rate. Less than or equal to 2. Name: DeWayne D. Title: Agency Management Officer. Bank of America, N. Comprised of. Name: Title:. Excluding comparisons to the Acquired Business financial statements for any fiscal year ending prior to To be an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders.

This is an annual requirement. Section 7. Consolidated Net Income for Subject Period:. Consolidated Interest Charges for Subject Period:. Provision for income taxes payable for Subject Period:. Depreciation and amortization expenses for Subject Period:. Non-cash compensation expense in respect of stock option plans, restricted stock and other employee equity compensation plans for Subject Period:.

Non-cash goodwill or other intangible asset impairment charges and write-offs of goodwill and other intangible assets, in each case, pursuant to ASC or any similar rule announced by the Financial Accounting Standards Board for Subject Period:. Fees and expenses incurred prior to or within 90 days after the Closing Date in connection with the Transaction for Subject Period: 6.