LOANS AND LETTERS. OF CREDIT
LOANS AND LETTERS. OF CREDIT 1
LOANS AND LETTERS. OF CREDIT 2 1.1 CREDIT FACILITY 2 1.2 REVOLVING LOANS 2 1.3 LETTERS OF CREDIT 4 1.4 BANK PRODUCTS 6 ARTICLE 2 INTEREST AND FEES 7 2.1 INTEREST 7 2.2 CONTINUATION AND CONVERSION ELECTIONS 7 2.3 MAXIMUM INTEREST RATE 8 2.4 ARRANGEMENT, CLOSING AND ADMINISTRATIVE FEES 8 2.5 UNUSED LINE FEE 9 2.6 LETTER OF CREDIT FEES 9 ARTICLE 3 PAYMENTS AND PREPAYMENTS 9 3.1 REVOLVING LOANS 9 3.2 TERMINATION OF FACILITY 9 3.3 LIBOR LOAN PREPAYMENTS 9 3.4 PAYMENTS BY THE BORROWERS 10 3.5 PAYMENTS AS REVOLVING LOANS 10 3.6 APPORTIONMENT, APPLICATION AND REVERSAL OF PAYMENTS 10 3.7 INDEMNITY FOR RETURNED PAYMENTS 10 3.8 AGENT’S AND LENDERS’ BOOKS AND RECORDS; MONTHLY STATEMENTS 11 3.9 BORROWERS’ AGENT 11 3.10 JOINT AND SEVERAL LIABILITY 11 3.11 OBLIGATIONS ABSOLUTE 12 3.12 WAIVER OF SURETYSHIP DEFENSES 12 3.13 CONTRIBUTION AND INDEMNIFICATION AMONG THE BORROWERS 12 ARTICLE 4 TAXES, YIELD PROTECTION AND ILLEGALITY 13 4.1 TAXES 13 4.2 ILLEGALITY 14 4.3 INCREASED COSTS AND REDUCTION OF RETURN 14 4.4 FUNDING LOSSES 14 4.5 INABILITY TO DETERMINE RATES 15 4.6 CERTIFICATES OF LENDER 15 4.7 SURVIVAL 15 4.8 ASSIGNMENT OF COMMITMENTS UNDER CERTAIN CIRCUMSTANCES 15 ARTICLE 5 BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES 16 5.1 BOOKS AND RECORDS 16 5.2 FINANCIAL INFORMATION 16 5.3 NOTICES TO THE LENDERS 18 ARTICLE 6 GENERAL WARRANTIES AND REPRESENTATIONS 20 6.1 AUTHORIZATION, VALIDITY, AND ENFORCEABILITY OF THIS AGREEMENT AND THE LOAN DOCUMENTS 20 6.2 VALIDITY AND PRIORITY OF SECURITY INTEREST 20 6.3 ORGANIZATION AND QUALIFICATION 20 6.4 CORPORATE NAME; PRIOR TRANSACTIONS 20 6.5 SUBSIDIARIES AND AFFILIATES 20
LOANS AND LETTERS. OF CREDIT 5556 2.1 Term Loans 5556 2.2 Revolving Loans 5557 2.3 Swing Line Loans 5657 2.4 Issuance of Letters of Credit and Purchase of Participations Therein. 5859 2.5 Pro Rata Shares; Availability of Funds 6163 2.6 Use of Proceeds 6263 2.7 Evidence of Debt; Register; Lenders’ Books and Records; Notes 6264 2.8 Interest on Loans 6364 2.9 Conversion/Continuation 6466 2.10 Default Interest 6566 2.11 Fees 6567 2.12 Scheduled Payments/Commitment Reductions 6870 2.13 Voluntary Prepayments/Commitment Reductions 7071 2.14 Mandatory Prepayments 7375 2.15 Application of Prepayments 7476 2.16 General Provisions Regarding Payments 7577 2.17 Ratable Sharing 7678 2.18 Making or Maintaining Eurodollar Rate Loans 7779 2.19 Increased Costs; Capital Adequacy 7880 2.20 Taxes; Withholding, etc. 7981 2.21 Obligation to Mitigate 8183 2.22 Defaulting Lenders 8183 2.23 Removal or Replacement of a Lender 8284 2.24 Interest Act (Canada) 8385 2.25 Incremental Facilities 8385 2.26 Extensions of Loans and Commitments 8587 SECTION 3. CONDITIONS PRECEDENT 8890 3.1 Third Restatement Date 8890 3.2 Prior Credit Dates 9092 3.3 Conditions to Each Credit Extension 9092 SECTION 4.
LOANS AND LETTERS. OF CREDIT 7475 2.1. Term Loans 7475 2.2. Revolving Loans 7576
LOANS AND LETTERS. OF CREDIT 3 2.1 Total Facility 3 2.2 Revolving Loans 3 2.3 Letters of Credit 11 2.4 Continuation and Conversion Elections 19 2.5 BA Equivalent Loans 20 3. INTEREST AND OTHER CHARGES 20 3.1 Interest 20 3.2 Default Rate 21 3.3 Unused Line Fee 21 3.4 Maximum Interest Rate 21 3.5 Agency Fee 22 4. PAYMENTS AND PREPAYMENTS 22 4.1 Revolving Loans 22 4.2 Place and Form of Payments; Extension of Time 22 4.3 Application and Reversal of Payments 22 4.4 Indemnity for Returned Payments 23 4.5 Funding Losses 23 4.6 Currency 24 4.7 Payments as Revolving Loans 24 4.8 Taxes 24 4.9 Mandatory Prepayments 25 5. LENDERS’ BOOKS AND RECORDS; MONTHLY STATEMENTS 25 6. COLLATERAL 26 6.1 Grant of Agent’s Liens 26 6.2 Perfection and Protection of Agent’s Liens 27 6.3 Location of Collateral 28 6.4 Title to, Liens on and Sale and Use of Collateral 28 6.5 Appraisals 28 6.6 Access and Examination 29 6.7 Insurance and Condemnation 30 6.8 Collateral Reporting 31
LOANS AND LETTERS. OF CREDIT 1 1.1 Amount of Revolving Loans / Letters of Credit 1
LOANS AND LETTERS. OF CREDIT 2.1 Total Facility...........................................................23 2.2 Revolving Loans..........................................................23 2.3
LOANS AND LETTERS. OF CREDITSection 2
LOANS AND LETTERS. OF CREDIT 18 2.1 Amount of Revolving Credit Loan 18 2.2 Use of Proceeds of Revolving Credit Loan 18 2.3 Revolving Credit Loan Notes 19 2.4 Separate Commitments of Lender 19 2.5 Advances of Loans 19 2.6 Interest 22 2.7 Alternate Rate of Interest if LIBOR Unavailable 23 2.8 Change in Circumstances 23 2.9 Change in Legality of LIBOR Loans 26 2.10 Principal Repayment 26 2.11 Prepayment of LIBOR Loans 26 2.12 Prepayment of Base Rate Loans 27 2.13 Reduction of Commitment 27 2.14 Periodic Commitment Fee Based on Use of Facilities 28 2.15 Letters of Credit 28 2.16 Up-Front Fee 35 III. CONDITIONS PRECEDENT 35 3.1 Conditions to Initial Advance and Issuance 35 3.2 Conditions to Subsequent Loans and Issuances 38 IV. REPRESENTATIONS AND WARRANTIES 39 4.1 Capacity 39 4.2 Authorization 39 4.3 Binding Obligations 39 4.4 No Conflicting Law or Agreement 39 4.5 No Consent Required 39 4.6 Financial Statements 40 4.7 Fiscal Year 40 4.8 Litigation 40 4.9 Taxes; Governmental Charges 40 4.10 Title to Properties 40
