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You will become vested in the Awarded Shares at the end of the Vesting Period set forth in Appendix A, provided you remain in the service of the Company or one of its subsidiaries either as an associate, if this Award was granted to you as an associate, or as a member of the Board of Directors, if the Award is granted to you as a director, throughout the Performance Period and the Vesting Period, except as otherwise specifically provided in this Section. This Award shall automatically terminate in the event of your termination of employment or other service with the Company, for any reason other than (a) due to your death, Disability or normal retirement as provided in Section 6 below or (b) following a Change in Control as provided in Section 9(b) below, at any time prior to the end of the Performance Period or the Vesting Period. In the event of such termination, all Target Shares and/or Awarded Shares shall be forfeited and all obligations of the Company to you under this Award shall become void and of no further effect. | 95Vesting
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The Company may terminate your employment at any time with or without Cause, because of your death or because of your Disability. You may resign your employment at any time with or without Good Reason. The date on which the termination of your employment becomes effective is the “Termination Date.” If your employment terminates for any reason, you will receive (i) your accrued base salary through the Termination Date; (ii) any earned, but unpaid annual bonus for the prior calendar year; (iii) unpaid expense reimbursements; and (iv) any vested benefits you may have under any employee benefit plan of the Company (the “Accrued Obligations”) on or before the time required by law but in no event more than 30 days after the Termination Date. | 88Terminations
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The consideration and payment set forth in Section 4.03 shall be paid without deduction of any taxes levied against such consideration and payment imposed by any applicable tax authority; provided , however , that each Party is responsible for its own income taxes, corporate taxes and applicable franchise taxes. The Parties further acknowledge and agree that no withholding tax obligation should apply with respect to the payments to be made to either Party hereunder, provided that each Party cooperates with the other Party in providing and completing in a timely manner, in a form acceptable to the applicable tax authorities, all forms that must be filed with such tax authorities in order to avoid withholding obligations. | 87Taxes
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The Executive’s annual base salary shall, effective as of June 1, 2016, be decreased from $300,000 to $230,000. Accordingly, the first sentence of Section 3(a) of the Employment Agreement, as amended by the First Amendment, is hereby further amended, effective as of June 1, 2016, to delete the dollar amount of “$300,000” and to replace it with the dollar amount of “$230,000”. | 11Base Salary
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All decisions or interpretations made by the Committee, in its reasonable discretion, with regard to any question arising under the Plan or this Option Agreement as provided by Section 4 of the Plan, shall be binding and conclusive on the Company and the Employee. | 55Interpretations
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This Option Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together constitute one and the same instrument. Facsimile execution and delivery of this Option Agreement is legal, valid and binding execution and delivery for all purposes. | 26Counterparts
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The Company shall reimburse Kelley Dyre & Warren LLP (counsel to the lead Buyer), on demand, for all reasonable, documented costs and expenses incurred by it in connection with preparing and delivering this Agreement (including, without limitation, all reasonable, documented legal fees and disbursements in connection therewith, and due diligence in connection with the transactions contemplated thereby) in an aggregate amount not to exceed $10,000 (in addition to any expense reimbursement payable to Kelley Drye & Warren LLP pursuant to the Registration Rights Agreement). | 42Fees
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This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York. | 47Governing Laws
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No effective financing statement or other public notice indicating the existence of a valid Lien on all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Agent pursuant to this Security Agreement or as are permitted by the Credit Agreement or with respect to which arrangements reasonably satisfactory to the Agent have been made. No Person other than the Agent has control or possession of all or any part of the Collateral, except as not prohibited by the Credit Agreement. | 90Titles
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Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings given them in the Repurchase Agreement, or with respect to capitalized terms used in Section 9 and not otherwise defined herein or in the Repurchase Agreement, the respective meanings given to such terms in the Credit Agreement, dated as of August 6, 2013, (the “ Credit Agreement ”) among Guarantor, as borrower thereunder, Buyer as administrative agent thereunder and the lenders thereto, (as amended, supplemented, replaced, refinanced or otherwise modified from time to time; provided that if the obligations under the Credit Agreement are paid in full and the lending commitments thereunder are terminated, the Credit Agreement is otherwise terminated or cancelled, or JPMorgan Chase Bank, N.A. shall for any reason cease to remain a party thereto, the provisions and related capitalized terms contained in Section 9 shall remain as they existed immediately prior to such event), attached hereto as Exhibit A . | 28Defined Terms
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The Company shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date and ending as provided in Section 5 hereof. | 89Terms
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Except for any pre-acquisition notification or Consent requirements under the HSR Act, no Consent is required in connection with the execution and delivery by a Buyer Party of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby. | 22Consents
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Each Debtor shall pay promptly prior to delinquency all property and other taxes, assessments and government charges or levies imposed upon, and all claims (including, without limitation, claims for labor, materials and supplies) against, the Equipment or Inventory, except to the extent the validity thereof is being contested in good faith and adequate reserves are being maintained in connection therewith. | 87Taxes
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The Borrower will, and will cause each Subsidiary to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its Property, except (other than with respect to Anti-Corruption Laws, applicable AML Laws and applicable Sanctions) where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, applicable AML Laws and applicable Sanctions. | 19Compliance With Laws
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If one or more Stockholders (together with their respective Permitted Transferees) holding no less than a majority of all the Common Shares (assuming conversion of all outstanding shares of Series B Preferred Stock) (such Stockholders, the “ Dragging Stockholders ”), propose to consummate, in one transaction or a series of related transactions, a Change of Control (a “ Drag-along Sale ”), the Dragging Stockholders shall have the right, after delivering the Drag-along Notice in accordance with Section 3.4(c) and subject to compliance with Section 3.4(d), to require that each other Stockholder (each, a “ Drag-along Stockholder ”) participate in such sale in the manner set forth in Section 3.4(b). | 67Participations
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Each Indemnifying Party shall reimburse the Indemnitee for all reasonable out-of-pocket expenses (including legal, consulting and accounting fees) in the course of proceedings described in Section 6.01 to the extent those expenses are reasonably attributable to the Indemnifying Party or any of its Affiliates, or to any matter for which the Indemnifying Party is required to indemnify under Article IV or which would result in an additional payment obligation of the Indemnifying Party under Article II. | 41Expenses
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Any payment under this Article 7 that is more than [**] past due will be subject to interest at an annual percentage rate of [**] plus [**] if a Party does not make payment within [**] of its receipt of notice that such amount is past due. Likewise, any overpayment that is not refunded within [**] after the date such overpayment was made will thereafter be subject to interest at an annual percentage rate of [**] plus [**]; provided, however, that if the overpayment is due to errors in reports provided by the overpaid Party, such interest will accrue from the date the overpayment was made. Notwithstanding the preceding, if a Party contests any amounts due hereunder in good faith and promptly notifies the other Party of such dispute, interest will not accrue as to amounts being so contested until [**] following the presentation of such notice to the other Party. | 54Interests
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Executive shall participate in the Company’s discretionary time off program, which went into effect January 1, 2016, or such other program or benefit as the Company may offer to its similarly situated employees. | 93Vacations
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All payments under this Note shall be made in lawful tender of the United States no later than 5:30 pm, Eastern Standard Time, on the date on which such payment is due, by wire transfer of immediately available funds to the account identified by the Holder. | 68Payments
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This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations, in each case, hereunder without the prior written approval of the other Party. | 7Assignments
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The Company’s obligations under the Plan are subject to the approval of state and federal authorities or agencies with jurisdiction in the matter. The Company will use its best efforts to take steps required by state or federal law or applicable regulations, including rules and regulations of the Securities and Exchange Commission and any stock exchange on which the Company’s shares may then be listed, in connection with the grants under the Plan. The foregoing notwithstanding, the Company shall not be obligated to issue or deliver Common Stock under the Plan if such issuance or delivery would violate state or federal securities laws. | 5Approvals
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This Agreement, inclusive of all schedules attached hereto, sets forth the entire agreement between the parties hereto, and supersedes all prior agreements or understandings between the parties pertaining to the subject matter hereof. | 38Entire Agreements
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Accrued interest under this Note shall be due and payable in arrears on the last day of each Interest Period. The principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, if not sooner paid as provided herein, shall be due and payable on September 22, 2017. | 68Payments
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This Amendment may be executed in one or more counterparts, each of which shall constitute an original and all of which when taken together shall constitute one and the same instrument. An executed facsimile or .pdf of this Amendment may be relied upon as having, and shall be deemed to have, the same force and effect as an original. | 26Counterparts
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The Lender shall have received (i) audited consolidated financial statements of Holdco for the 2015 fiscal year, (ii) unaudited interim consolidated financial statements of Holdco for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Lender, reflect any material adverse change in the consolidated financial condition of Holdco, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory Projections through December 31, 2016. | 43Financial Statements
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This Agreement may not be amended, supplemented or otherwise modified, except by a written instrument executed by PE Member and Developer. No provision of this Agreement may be waived except by a written instrument executed by the party against whom the enforcement of such waiver is sought and then only to the extent set forth in such instrument. | 2Amendments
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All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of the Term Loan, regardless of any investigation made by any other party or on its behalf and notwithstanding that the Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on the Term Loan or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid and so long as the Term Commitment has not expired or terminated. The provisions of Sections 2.10, 2.11, 2.12 and 8.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Term Loan and the Term Commitment or the termination of this Agreement or any other Loan Document or any provision hereof or thereof. | 85Survival
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Except as set forth in Schedule 4.8 , each Group Member has good and indefeasible title in fee simple to, or a valid leasehold or subleasehold interest in, all its real property, and good title to, or a valid leasehold interest in or right to use, all its Property (other than Intellectual Property), in each case, that are necessary for the operation of their respective businesses as currently conducted and as proposed to be conducted, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and none of such Property is subject to any Lien other than Permitted Liens. As of the Closing Date, except as set forth in Schedule 4.8 , no real property is owned by any Loan Party in fee simple or leased by any Loan Party. | 57Liens
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All obligations under this Note shall be the joint and several obligations of each of the individuals and entities comprising the Borrower, if more than one. This Note shall bind the heirs, personal representatives, successors and assigns of Borrower. The endorsers, guarantors, and sureties of this Note and each of them hereby waive diligence, demand, presentment for payment, notice of nonpayment, protest, and notice of protest, and specifically consent to and waive notice of any renewals or extensions of this Note, whether made to or in favor of the makers or any other person or persons. The pleading of any statute of limitations as a defense to any demand against endorsers, guarantors, and sureties is expressly waived by each and all of the said parties. This Note, and the documents executed in connection with this Note, may be transferred, assigned or hypothecated by Lender without the prior consent of the undersigned. | 59Miscellaneous
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On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to exchange with the Purchasers, severally and not jointly, principal and accrued but unpaid interest in the Existing Note for Debentures and New Warrants. Each Purchaser shall deliver to the Company the Existing Note and the Company shall deliver to each Purchaser its respective Debenture and New Warrants. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree. Upon surrender and delivery of the Existing Note and the rights, covenants, agreements and obligations of the parties thereunder or contemplated thereby will terminate and be of no further force and effect, and all of the obligations of the Company under the Existing Note are hereby released, extinguished and terminated. | 18Closings
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The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Investors or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of the Trading Market. | 52Integration
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The parties hereto agree that irreparable harm would occur in the event that any of the provisions of this Agreement were not performed by a party hereto in accordance with their specific terms or were otherwise breached by such party, and that the other parties hereto would not have an adequate remedy at law for money damages in such event. It is accordingly agreed that each party shall be entitled, without posting any bond or other undertaking, to specific performance and injunctive and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such party is entitled at law or in equity. | 81Specific Performance
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Other than as set forth in Section 10.24 , all necessary Gaming Permits in connection with the Transactions, including without limitation, the transactions contemplated by the Loan Documents, shall have been obtained and shall remain in full force and effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, enjoins, prevents or imposes materially adverse conditions upon the consummation of the Transactions. In addition, there shall not exist any judgment, order, injunction or other restraint, and there shall be no pending litigation or proceeding by any Governmental Authority, prohibiting, enjoining or imposing materially adverse conditions upon the Transactions, or on the consummation thereof. | 5Approvals
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This Agreement shall be governed by, enforced and construed under and in accordance with the laws of the State of Delaware. | 47Governing Laws
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The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any statute or Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The Parties intend that each representation, warranty, and covenant contained herein shall have independent significance. If any Party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of the first representation, warranty, or covenant. The Exhibits, Annexes, and Schedules identified in this Agreement are incorporated herein by reference shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. | 23Construction
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Indemnitor, on behalf of Indemnitor and Indemnitor’s heirs, personal representatives, successors and assigns (collectively, the " Releasors "), hereby forever fully and irrevocably releases and discharges the Indemnitees and each of their affiliates, and each of their respective predecessors, successors, direct or indirect subsidiaries, directors, officers, employees, agents and other representatives (collectively, the " Released Parties "), from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments and liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature or otherwise (including, claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to or after the date hereof or the Effective Time, which the Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, anticipated or unanticipated (collectively, the " Released Claims "). The Releasors irrevocably agree to refrain from instituting any suit, action or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon, arising out of, or relating to any Released Claim, participating, assisting or cooperating in any such suit, action or proceeding or encouraging or soliciting any third party to institute any such suit, action or proceeding. . | 74Releases
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Any notice or other communication required or permitted by this Agreement to be given to a party shall be in writing and shall be deemed given if delivered personally or by commercial messenger or courier service, or mailed by U.S. registered or certified mail (return receipt requested), or sent via facsimile (with receipt of confirmation of complete transmission) to the party at the party’s address or facsimile number written below or at such other address or facsimile number as the party may have previously specified by like notice. If by mail, delivery shall be deemed effective three business days after mailing in accordance with this Section. | 65Notices
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This Agreement may be terminated by any Purchaser or by the Company with respect to any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before May 27, 2016; provided, however, that no such termination will affect the right of any party to sue for any breach by any other party (or parties). | 88Terminations
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(a) The General Partner shall not be liable for the return of all or any part of the Capital Contributions of the Limited Partners. Any returns shall be made solely from the assets of the Partnership according to the terms of this Agreement. | 49Indemnifications
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The Company or its Affiliates shall be entitled to require a cash payment (or to elect, or permit the Participant to elect, such other form of payment determined in accordance with Section 11.2 of the Plan) by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect to the grant, vesting or payment of the Award. The number of Shares which shall be so withheld in order to satisfy such federal, state and/or local withholding tax liabilities shall be limited to the number of shares which have a fair market value on the date of withholding equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state and/or local tax purposes that are applicable to such supplemental taxable income. Notwithstanding any other provision of this Agreement, the Company shall not be obligated to deliver any certificate representing Shares to the Participant or the Participant’s legal representative or to enter any such Shares in book entry form unless and until the Participant or the Participant’s legal representative, as applicable, shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the taxable income of the Participant resulting from the grant or vesting of the Award or the issuance of Shares hereunder. To the extent that any Federal Insurance Contributions Act tax withholding obligations arise in connection with the Performance Shares prior to the applicable Vesting Date, the Administrator shall accelerate the payment of a portion of the award of Performance Shares sufficient to satisfy (but not in excess of) such tax withholding obligations and any tax withholding obligations associated with any such accelerated payment, and the Administrator shall withhold such amounts in satisfaction of such withholding obligations. | 86Tax Withholdings
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(a) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in Liability of any Company under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000, or (b) General Partner or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal Liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000. | 39Erisa
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Any notice required or permitted by this Agreement or the Note shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, if such notice is addressed to the party to be notified at such party’s address or facsimile number as set forth below or as subsequently modified by written notice. The Company covenants that in the event that any Purchaser gives notice of their exercise of the Warrants, the Company will promptly notify all other Purchasers of such exercise. | 65Notices
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Upon the request of Administrative Agent, it shall execute or deliver any additional agreements, documents and instruments, and take such further actions as may be reasonably requested by Administrative Agent from time to time, to assure Administrative Agent is perfected with a first priority Lien on the Collateral or to carry out the provisions and purposes of the Loan Documents. | 45Further Assurances
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The waiver by CDK of any breach of this Agreement by me shall not be effective unless in writing signed by the President of CDK, and no such waiver with regards to me or any other person under a similar agreement shall operate or be construed as a waiver of the same type of breach or any other breach on a subsequent occasion by me or any other person or entity. | 97Waivers
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The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “ Exchange Act ”) during the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed within the two years preceding the date hereof as amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “ SEC Documents ”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension (including pursuant to SEC from 12b-25). The Company has delivered to the Investor or its representatives, or made available through the SEC’s website at http://www.sec.gov, true and complete copies of the SEC Documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. | 43Financial Statements
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Other than as could not be expected to result in a Material Adverse Effect, the Borrower and its Subsidiaries have filed all tax returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received by the Borrower or any of its Subsidiaries, except such taxes, if any, (a) that are not yet delinquent or (b) as are being contested in good faith and as to which adequate reserves have been provided in accordance with GAAP. | 87Taxes
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Subscriber has not retained any broker, finder or agent or agreed to pay any brokerage fees, finder's fees or commissions with respect to the transactions contemplated hereby. | 15Brokers
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Grant or permit to exist (voluntarily or involuntarily) any lien, claim, security interest or other encumbrance whatsoever on any of its assets, other than Permitted Liens (as defined in the Senior Credit Agreement as in effect as of the date hereof). | 57Liens
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The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy, or claim under or by reason of this Agreement. | 84Successors
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The insurance coverage of the Loan Parties and the Restricted Subsidiaries as in effect on the Closing Date in excess of $10,000,000 is outlined as to carrier, policy number, type and deductible on Schedule 9.1.17 . As of the Closing Date, all premiums due and payable in respect insurance covering a material portion of the Collateral have been paid. | 51Insurances
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The respective indemnities, representations, warranties and covenants of the Counterparty, the Dealer Manager and the Company as set forth in this Agreement shall remain in full force and effect and shall survive the termination of this Agreement. | 85Survival
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This Agreement has been validly authorized, executed and delivered by the Subscriber and is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Subscriber does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Subscriber is a party. In case the Subscriber is an entity, it was not formed for the specific purpose of acquiring the Subscriber’s Shares, is a company incorporated, duly organized, validly existing and in good standing under the laws of the jurisdiction where it is incorporated. Entering into this Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to, or the charter or other organizational documents, bylaws or other governing documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound. | 9Authority
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If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Term, this Agreement shall terminate without further compensation obligations to the Executive’s legal representatives under this Agreement, other than for (i) payment of Accrued Obligations (which shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 90 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans. | 27Death
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Except for [***], whose fees shall be paid at Closing by the Seller, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller. | 15Brokers
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The Article and paragraph headings throughout this Agreement are for convenience and reference only, and shall in no way be deemed to define, limit, or add to the meaning of any provision of this Agreement. | 48Headings
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Any notice, demand or request required hereunder shall be given in writing (at the addresses set forth in Exhibit A ) by any of the following means: (i) personal service; (ii) electronic communication, whether by telex, telegram or telecopying or other form of electronic communication; (iii) overnight courier; or (iv) registered or certified, first class U.S. mail, return receipt requested, or to such other addresses as Lender or Borrower may specify from time to time in writing. | 65Notices
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The Company shall have performed and complied with in all material respects all of its covenants and agreements required to be performed or complied with by it under this Agreement on or prior to the Closing Date. | 1Agreements
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The proceeds of the Term Loans shall be utilized for general corporate purposes. | 92Use Of Proceeds
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The Company shall continue until terminated in accordance with Section 8.1 . | 89Terms
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ALL AMOUNTS DUE UNDER THIS SECTION 10.04 SHALL BE PAYABLE NOT LATER THAN TEN BUSINESS DAYS AFTER DEMAND THEREFOR. | 68Payments
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The parties acknowledge and agree that Employee’s employment with the Company terminated on August 5, 2016 (the “ Termination Date ”). The Company agrees to characterize Employee’s termination as “without cause” under Section 5.3 of the Employment Agreement between the parties, dated as of April 22, 2014 (the “Employment Agreement” ). With the exception of Employee’s vested benefits, interests or rights in the Company’s 401(k) plan or other employee benefit plans in which Employee is a participant, if any, Employee acknowledges that, Employee has been paid all wages, compensation, benefits (including all earned and unused vacation days or paid time-off), less applicable tax withholding, and business expenses relating to Employee’s employment with the Company through Employee’s Termination Date. | 88Terminations
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No Person has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or claim against or upon the Purchaser or the Company for any commission, fee or other compensation payable as a finder or broker. | 15Brokers
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The related Borrower has good and marketable fee simple title to the Property with full right to transfer and sell the Property, free and clear of all Liens other than Permitted Liens. | 90Titles
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All real estate taxes, assessments and governmental charges, payments in lieu of taxes or assessments imposed by any governmental authority (“ Taxes ”) which accrued during the 2015 calendar year (but which are due and payable during the 2016 calendar year) shall be paid by Seller. All payments of Taxes attributable to the 2016 calendar year that are received by Seller from Tenant prior to Closing shall be paid over to Buyer at Closing or otherwise credited against the Purchase Price. If the Closing occurs prior to the receipt by Seller of the tax bill for the Property for applicable tax period in which the Closing occurs, Taxes with respect to the Property shall be prorated for such calendar year or other applicable tax period based upon the prior year’s tax bill. | 87Taxes
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Executive shall serve as the Company’s Chief Financial Officer (and principal financial and accounting officer) and Corporate Secretary and shall report directly to the Company’s Chief Executive Officer. | 69Positions
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EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, LENDER OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. | 96Waiver Of Jury Trials
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The Borrower will, and will cause each of its Subsidiaries to, pay in full before delinquency or before the expiration of any extension period (including any extensions by virtue of the Chapter 11 Cases) all material Taxes with respect to periods after the Petition Date whether real, personal, or otherwise, due and payable by, or imposed, levied, or assessed against it, or any of its assets or in respect of any of its income, businesses, or franchises, except to the extent that the validity of such Tax is the subject of a Permitted Protest. | 87Taxes
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All capitalized terms, not otherwise defined herein, have the meaning given to such terms in the Plan. | 28Defined Terms
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Give prompt written notice to the Administrative Agent (who promptly shall furnish the same to the Lenders) of (a) any proceeding instituted by or against the Borrower or any of the Loan Parties in any federal or state court or before any commission or other regulatory body, federal, state or local or other governmental agency, which, if adversely determined, could reasonably be expected to have a Material Adverse Effect on any Loan Party, (b) any other event which could reasonably be expected to lead to or result in a Material Adverse Effect on any Loan Party or result in an Event of Default, (c) (i) upon becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event or Foreign Plan Event, a written notice specifying the nature thereof, what action Borrower, any of the Loan Parties or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect thereto; and (ii) with reasonable promptness, upon Administrative Agent’s request, copies of (1) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Borrower, any of the Loan Parties or any of their respective ERISA Affiliates with the IRS with respect to each Pension Plan; (2) all notices received by Borrower, any of the Loan Parties or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event or Foreign Plan Event; and three (3) copies of such other documents or governmental reports or filings relating to any Plan or Pension Plan as Administrative Agent shall reasonably request, and (d) the occurrence of any Default or Event of Default. | 65Notices
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Neither this Note nor the proceeds hereof shall be assignable by the Borrower without the Lender’s prior written consent, and any attempted assignment without the Lender’s prior written consent shall create a default under this Note. This Note may be assigned, in whole or in part, by the Lender and its successors or assigns. The Borrower’s consent shall not be required for any such assignment. | 7Assignments
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Except as set forth on Schedule 5.1.14 attached hereto, there are no judgments unsatisfied against Seller or the Property or consent decrees or injunctions to which Seller or the Property is subject, and there is no litigation, claim or proceeding pending (meaning appropriate process or notice has been served on Seller or its authorized agent) against Seller or the Property which, if determined adversely, would have a Material Adverse Effect on the consummation of the sale of the Property. | 58Litigations
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Indemnitor hereby represents to and for the benefit of Indemnified Parties that except as otherwise disclosed by the Environmental Reports: (a) to Indemnitor’s knowledge, there are no Hazardous Substances or underground storage tanks in, on, or under the Property, except those that are both (i) in compliance with all Environmental Laws and in compliance with all permits issued pursuant thereto and (ii) fully disclosed to Indemnitee in writing pursuant to the Environmental Report; (b) to the best knowledge of Indemnitor, there are no past or present Releases in, on, under or from the Property which have not been fully remediated in accordance with all Environmental Laws; (c) Indemnitor does not know of, and has not received, any written or oral notice or other communication from any Person (including a Governmental Authority) relating to any threat of any Release migrating to the Property; (d) to the best knowledge of Indemnitor, there is no past or present non-compliance with any Environmental Law, or with permits issued pursuant thereto, in connection with the Property which has not been fully remediated in accordance with all Environmental Laws; and (e) Indemnitor does not know of, and has not received, any written or oral notice or other communication from any Person (including a Governmental Authority) relating to Hazardous Substances or Remediation thereof in connection with the Property, of possible liability of any Person pursuant to any Environmental Law in connection with the Property, any other environmental conditions in connection with the Property or any other property previously owned or operated in common with all or any part of the Property (whether or not such property shall have been combined with all or any of the Property in a single property description), or any actual or potential administrative or judicial proceedings in connection with any of the foregoing. Indemnitor has delivered to Indemnitee, in writing, any and all information relating to environmental conditions in, on, under or from the Property that is known to Indemnitor (including any condition fully remediated in accordance with Environmental Laws), including any reports relating to Hazardous Substances in, on, under or from the Property and/or to the environmental condition of the Property. | 98Warranties
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Each notice relating to this Agreement shall be deemed to have been given on the date it is received. Each notice to the Company shall be addressed to its principal Office in Omaha, Nebraska, Attention: Compensation. Each notice to the Participant or any other person or persons entitled to shares issuable upon settlement of the RSUs shall be addressed to the Participant’s address and may be in written or electronic form. Anyone to whom a notice may be given under this Agreement may designate a new address by giving notice to the effect. | 65Notices
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This Amendment shall automatically terminate and cease to be effective upon the earlier of (a) the termination of the Merger Agreement and (b) 5:00 p.m., New York City time, on August 10, 2016 (or November 10, 2016 in the event that the Termination Date (as defined in the Merger Agreement) is extended pursuant to Section 10.2(a) of the Merger Agreement), in each case if the Closing Date (as defined in the Merger Agreement) shall not have occurred on or prior to such time. | 88Terminations
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Interest on this Bond payable prior to or on the Maturity Date shall be paid by check or draft mailed to the Registered Holder of this Bond (provided, that any Registered Holder of $1,000,000 or more in Bonds may, upon written notice to the Trustee containing the appropriate information, elect to be paid by wire transfer of immediately available funds to an account in the United States) at its address as it appears on the registration books of the Trustee (in such capacity, the “Bond Registrar”). Interest on this Bond which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Registered Holder of this Bond as of the applicable Regular Record Date. In order to make payment of defaulted interest, the District shall pay the defaulted interest to the person who is the Registered Holder on a subsequent special record date. The Trustee shall fix the special record date and special interest payment date. At least 10 days before the special record date, the Trustee shall mail to the Registered Holder a notice that states the special record date, the special interest payment date, and the amount of interest to be paid. | 68Payments
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The Company hereby agree to indemnify Executive and hold Executive harmless, to the maximum extent permitted by law, against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney’s fees), losses, and damages (collectively, “ Claims and Expenses ”) resulting from Executive’s good faith performance of Executive’s duties and obligations as an officer or director of the Company, any Subsidiary or as a fiduciary of any benefit plan of any of the foregoing or in any other role any of them request Executive to serve; provided, that Executive shall not be entitled to indemnification hereunder against Claims and Expenses that are finally determined by a court of competent jurisdiction to have resulted from Executive’s fraud or willful misconduct. The Company shall cover Executive under directors’ and officers’ liability insurance both during and, while potential liability exists, after the term of this Agreement in the same amount and to the same extent as the Company covers its other officers and directors. The obligations under this Section 25 shall survive the termination of Executive’s employment with the Company. | 49Indemnifications
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Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document . | 62No Defaults
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Without notice and without the Makers’ consent, Payee may i ncur expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan Documents, and preserve or dispose of the Collateral. Among other things, the expenses may include payments for property taxes, prior liens, insurance (including force-placed insurance), appraisals, environmental remediation costs, and attorney’s fees and costs. If Payee incurs any of these expenses, then Payee may demand immediate repayment from Makers or add the expenses to the principal balance. If Payee requests legal services by an attorney for enforcement, modification or collection, or through any legal proceeding at law or in equity or in bankruptcy, receivership, out-of-court workout, or other court proceedings, then Makers agree to pay all costs including, but not limited to, court costs and attorneys’ fees. | 41Expenses
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If this Amendment is executed in counterparts, each is hereby declared to be an original; all, however, shall constitute but one and the same amendment. In any action or proceeding, any photographic, photostatic, or other copy of this Amendment may be introduced into evidence without foundation. The parties agree to accept a digital image (including but not limited to an image in the form of a PDF, JPEG, GIF file, or other e-signature) of this Amendment, if applicable, reflecting the execution of one or both of the parties, as a true and correct original. | 26Counterparts
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The Borrower shall comply in all material respects with all Applicable Law (including all applicable Healthcare Laws), orders and Facility Documents and preserve and maintain its limited liability company existence, rights, franchises, qualifications and privileges, except in each case, where the failure to comply could not reasonably be expected to materially adversely affect the Borrower’s ability to perform its obligations hereunder or the ability to assign or collect the Receivables hereunder. | 19Compliance With Laws
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This Agreement may be executed in counterparts and shall constitute an agreement binding on all parties notwithstanding that all parties are not signatories to the original or the same counterpart provided that all parties are furnished a copy or copies thereof reflecting the signature of all parties. | 26Counterparts
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No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which is not expressly set forth in this Agreement. | 60Modifications
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Each Loan Party will, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its and its Subsidiaries’ legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 . | 40Existence
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The Company shall continue to engage primarily in the automotive business and preserve, renew and keep in full force and effect its organizational existence and take all reasonable actions to maintain all rights necessary for the normal conduct of its principal line of business, except, in each case, (i) to the extent that failure to do so would not have a Material Adverse Effect and (ii) as otherwise permitted or provided in the Loan Documents. | 40Existence
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Such Seller is a duly formed and validly existing Delaware limited liability company, in existence and in good standing (or will be by the Closing applicable to such Seller) under the laws of the State of Delaware. Each Subsidiary Company owned by such Seller is a duly formed and validly existing limited liability company in its jurisdiction of formation. Such Seller has delivered or made available to Purchaser correct and complete copies of the current limited liability company operating agreement, and any amendments thereto, as applicable, of each of the Subsidiary Companies. | 66Organizations
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This IP Security Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns, provided that Grantor shall not assign any of its rights or obligations hereunder without the prior written consent of the Secured Party. The term “Secured Party” shall be deemed to include any other holder or holders of any of the Secured Obligations. In case any provision in this IP Security Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. This IP Security Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Delivery of an executed signature page to this IP Security Agreement or any document or instrument delivered in connection herewith by facsimile transmission or other customary means of electronic transmission, including by PDF file, shall be as effective as delivery of a manually signed counterpart of this IP Security Agreement or such other document or instrument, as applicable. | 59Miscellaneous
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I n the event of a pending Change in Control, if (a) Company and Participant have not received written notice at least five (5) business days prior to the anticipated closing date of the transaction giving rise to the Change in Control from the successor to all or a substantial portion of the Company’s business and/or assets that such successor as of the closing will assume and agree to perform Company’s obligations under this Agreement through substitution by the surviving company or corporation or its parent of an award of equivalent value computed by converting the Market Share Units to an equivalent number of time-based restricted stock units, the amount of such restricted stock units to be equal to the amount of Market Share Units earned through the Change in Control (for this purpose, the Market Share Units earned will be based on the Ending Stock Price and the Unit Number Modifier shall be the greater of the target Unit Number Modifier or the actual Unit Modifier, based on the most recent publicly filed financial statements prior to the Change in Control, then, (b) all Market Share Units shall vest upon Change in Control based on the Ending Stock Price, and applying the greater of the target Unit Number Modifier or the actual Unit Modifier, based on the most recent publicly filed financial statements prior to Change in Control. If assumed by the successor the substituted time based awards will vest upon the earlier of the end of the original award performance period or upon termination as set forth in Section 3.2. | 17Change In Control
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The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Administrative Agent, any L/C Issuer and any Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments, the repayment, satisfaction or discharge of all the other Obligations and the termination of this Agreement. | 85Survival
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Commissions do not include applicable taxes. LE will be responsible for the payment of all taxes, duties, and tariffs payable on the provision of the Services including sales, use, excise, value-added, business, service, goods and services, consumption, and other similar taxes or duties, including taxes incurred on transactions between and among Agent, its Affiliates, and third-party contractors, along with any related interest and penalties (“ Transaction Taxes ”). LE will reimburse Agent for any deficiency relating to Transaction Taxes that are LE’s responsibility under this Agreement. Notwithstanding anything in this Section to the contrary, each party will be responsible for its own income and franchise taxes, employment taxes, withholding, and property taxes. The Parties will cooperate in Good Faith to minimize Transaction Taxes to the extent legally permissible. Each party will provide to the other party any resale exemption, multiple points of use certificates, treaty certification and other exemption information reasonably requested by the other Party. | 87Taxes
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The Company may deduct from any compensation payable to Executive (including payments made pursuant to this ARTICLE II or in connection with the termination of employment pursuant to ARTICLE III of this Agreement) amounts sufficient to cover Executive’s share of applicable federal, state and/or local income tax withholding, social security payments, state disability and other insurance premiums and payments. | 99Withholdings
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When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” The phrases “the date of this Agreement”, “the date hereof”, and terms of similar import, unless the context otherwise requires, shall be deemed to refer to the date first above written. Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; and (iii) the terms “hereof,” “herein,” “hereunder” and derivative or similar words refer to this entire Agreement. | 55Interpretations
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This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, including via facsimile transmission or other electronic transmission capable of authentication, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same agreement. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent. | 26Counterparts
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This Agreement, the Ancillary Documents and the Amended and Restated Omnibus Agreement supersede any previous understandings or agreements among the Parties, whether oral or written, with respect to their subject matter. This Agreement, the Ancillary Documents and the Amended and Restated Omnibus Agreement contain the entire understanding of the Parties with respect to the subject matter hereof and thereof. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement, the Ancillary Documents or the Amended and Restated Omnibus Agreement unless it is contained in a written amendment hereto or thereto and executed by the Parties hereto or thereto after the date of this Agreement, the Ancillary Documents or the Amended and Restated Omnibus Agreement. To the extent that there is any conflict between the Ancillary Documents and this Agreement, this Agreement shall prevail. | 52Integration
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No Loan Party, any of its Subsidiaries or, to the knowledge of the Loan Parties, any of their respective directors, officers, employees or agents, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions, (ii) is a Sanctioned Person or (iii) located, organized or resident in a Sanctioned Country. | 78Sanctions
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THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW. | 47Governing Laws
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Tenant shall pay to Landlord on demand all costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in connection with reviewing and responding to any proposed Transfer (including any request for consent to, or any waiver of Landlord’s rights in connection with, any security interest in any of Tenant’s property at the Premises). Such expenses also shall include reasonable costs incurred by Landlord in considering any improvements or Alterations proposed to be made in connection with the Transfer. | 41Expenses
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Upon termination of Executive’s employment, Executive shall be deemed to have resigned from all officer and management positions then held with the Company. Following any termination of employment and prior to the last day of Executive’s employment, Executive shall reasonably cooperate with the Company in the winding up of pending work on behalf of the Company and the orderly transfer of work to other employees. Executive shall also cooperate with the Company in the defense of any action brought by any third party against the Company that relates to Executive’s employment by the Company at the Company’s sole cost and expense. | 24Cooperation
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This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same original. Signatures and notices delivered by facsimile (including, without limitation, by “pdf”) shall be deemed effective for all purposes. | 26Counterparts
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This Plan and the rights and obligations hereunder shall be governed by and construed in accordance with the internal laws of the State of Wisconsin (excluding any choice of law rules that may direct the application of the laws of another jurisdiction). | 47Governing Laws
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This Agreement may be executed in two or more counterparts and delivered by facsimile or other form of electronic transmission, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. | 26Counterparts
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