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Sample Business Contracts
Home: Sample Business Contracts:
EXECUTION VERSION
NOTE PURCHASE AGREEMENT
among
GENUTEC BUSINESS SOLUTIONS, INC.,
TECHNOLOGY INVESTMENT CAPITAL CORP.,
as Collateral Agent,
and
The Purchasers Named on Schedule I
$20,000,000 Senior Secured Notes Due 2010
Dated as of September 16, 2005
TABLE OF CONTENTS
(Not Part of Agreement)
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Section
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Heading
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1.
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Definitions
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1.1.
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Defined Terms
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1.2.
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Accounting Principles
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1.3.
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Rules of Construction
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2.
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Issuance and Sale of Notes
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2.1.
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Authorization of Notes
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2.2.
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Sale and Purchase of Notes
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3.
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Payment and Prepayment of Notes
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3.1.
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Mandatory Payment of Principal
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3.2.
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Optional Prepayment of the Notes
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3.3.
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Notice of Prepayment of the Notes
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3.4.
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Manner, Time and Allocation of Payments
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3.5.
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Payments Free and Clear of Taxes
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3.6.
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Payments Due on Days Not Business Days
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3.7.
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Surrender of Notes; Notation Thereon
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4.
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Representations and Warranties of the Company
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4.1.
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Corporate Existence and Power
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4.2.
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Corporate Authority
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4.3.
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Binding Effect
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4.4.
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Liens and Security Interests
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4.5.
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No Conflicts with Agreements, Etc
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4.6.
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Consents, Etc
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4.7.
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Equity Interests
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4.8.
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Financial Statements; Projections; No Material Change
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4.9.
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Subsidiaries
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4.10.
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Litigation
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4.11.
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No Violation of Law; No Default
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4.12.
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Title to Properties
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4.13.
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Taxes
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4.14.
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Labor Matters
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4.15.
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Environmental Matters
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4.16.
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Compliance with ERISA
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4.17.
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Material Contracts
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4.18.
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Insurance
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4.19.
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Possession of Franchises, Licenses, Etc.
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i
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4.20.
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Intellectual Property
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4.21.
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Software
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4.22.
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Deposit Accounts; Securities Accounts
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4.23.
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Interest in Competitors
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4.24.
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Related Party Transactions
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4.25.
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Registration Rights
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4.26.
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[Reserved]
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4.27.
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Existing Indebtedness and Contingent Obligations
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4.28.
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Customers
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4.29.
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Eligible Portfolio Company
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4.30.
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Margin Regulations; Public Utility Holding Company Act
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4.31.
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Solvency
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4.32.
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Foreign Assets Control Regulations and Anti-Money Laundering
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4.33.
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Internal Accounting Controls
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4.34.
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Offering of Securities
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4.35.
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Broker’s or Finder’s Commissions
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4.36.
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Acquisition Transactions
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4.37.
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Disclosure
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5.
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Representations of Purchasers
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6.
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[Reserved]
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7.
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Financial Statements and Information
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8.
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Inspection Rights; Board Observation Rights
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8.1.
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Inspection of Books and Properties
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8.2.
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Board of Directors; Observation Rights
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9.
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Affirmative Covenants
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9.1.
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Payment of Principal, Prepayment Charge and Interest
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9.2.
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Maintenance of Corporate Existence, Properties and Records
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9.3.
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Payment of Taxes and Claims
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9.4.
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Compliance With Law
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9.5.
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Environmental Matters
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9.6.
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Insurance
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9.7.
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After Acquired Real Property
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9.8.
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Future Subsidiaries
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ii
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9.9.
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Use of Proceeds
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9.10.
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Registration Statement
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9.11.
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Further Assurances
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10.
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Negative Covenants
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10.1.
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Restrictions on Indebtedness
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10.2.
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Restrictions on Liens
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10.3.
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Limitation on Sale and Leasebacks
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10.4.
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Mergers, Consolidations, Sales of Assets and Acquisitions
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10.5.
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Conduct of Business
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10.6.
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Restricted Payments and Restricted Investments
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10.7.
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Disqualified Redeemable Stock; Issuance of Stock by Subsidiaries
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10.8.
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Transactions with Affiliates
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10.9.
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Operating Leases
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10.10.
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Contingent Obligations
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10.11.
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Limitation on Dividend Restrictions Affecting Subsidiaries
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10.12.
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Compliance with ERISA
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10.13.
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Accounting Changes
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10.14.
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No Amendment of Organizational Documents or Certain Other Documents
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11.
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Financial Covenants
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11.1.
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Capital Expenditures
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11.2.
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Maintenance of Minimum Interest Coverage
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11.3.
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Maintenance of Maximum Leverage Ratio
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11.4.
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Maintenance of Minimum Consolidated EBITDA
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11.5.
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Maintenance of Minimum Consolidated Revenues
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11.6.
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Maintenance of Minimum Cash Amount
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12.
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Events of Default
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12.1.
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Events of Default; Remedies
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12.2.
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Suits for Enforcement; Remedies Against Collateral
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12.3.
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Remedies Cumulative
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12.4.
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Remedies Not Waived
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13.
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Registration, Exchange, and Transfer of Notes
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14.
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Lost, Stolen, Damaged and Destroyed Notes
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iii
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15.
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Collateral Agent
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15.1.
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Appointment and Authorization
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15.2.
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The Collateral Agent and Affiliates
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15.3.
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Action by the Collateral Agent
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15.4.
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Consultation with Experts
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15.5.
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Liability of the Collateral Agent
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15.6.
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Indemnification
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15.7.
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Right to Request and Act on Instructions
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15.8.
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Credit Decision
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15.9.
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Collateral Matters
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15.10.
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Agency for Perfection
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15.11.
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Notice of Default
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15.12.
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Successor Collateral Agent
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16.
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Miscellaneous
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