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DOCUMENT TITLE:  CREDIT AGREEMENT AND GUARANTY .
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Clause Heading
A - Commitments.
B - Notice of Issuance.
B - Borrowing Mechanics.
A - Letters of Credit.
C - Responsibility of the Issuing Bank With Respect to Requests for Drawings and Payments.
D - Reimbursement by the Borrower of Amounts Drawn or Paid Under Letters of Credit.
E - Lenders Purchase of Participations in Letters of Credit.
F - Obligations Absolute.
G - Indemnification.
A - Pro Rata Shares.
B - Availability of Funds.
C - Uniform Customs and Practice for Documentary Credits.
A - Register.
B - Lenders Evidence of Debt.
C - Notes.
A - Rate of Interest; Type of Loan.
B - Interest Periods.
C - Interest Payments.
D - Default Rate.
E - Computation of Interest.
F - Conversion/Continuation.
G - Letter of Credit Drawings.
H - Computation of Interest on Reimbursement Obligations.
I - Additional Interest on LIBOR Rate Loans.
2.6 - Fees.
(a) - Facility Fee:
(b) - Letter of Credit Fee:
(i) - Any time and from time to time:
B - Voluntary Commitment Reductions.
C - Mandatory Prepayments.
D - Application of Prepayments/Reductions.
(i) - Manner and Time of Payment.
(ii) - Payments on Business Days.
(iii) - Application of Payments to Principal and Interest.
(iv) - Distribution to Lenders.
(v) - Withdrawal of Notice.
(vi) - Authorization to Charge Accounts.
(vii) - Non-Conforming Payments.
A - Compensation for Increased Costs and Taxes.
(i) - Payments to Be Free and Clear.
(ii) - Grossing-up of Payments.
(v) - Evidence of Exemption from Applicable Withholding Tax.
C - Capital Adequacy Adjustment.
2.9 - Special Provisions Governing LIBOR Rate Loans.
A - Inability to Determine Applicable Interest Rate.
B - Illegality or Impracticability of LIBOR Rate Loans.
C - Compensation For Breakage.
D - Booking of LIBOR Rate Loans.
E - Assumptions Concerning Funding of LIBOR Rate Loans.
A - Spot Rate Calculation.
B - Prepayment.
C - Conversion of Amounts to Applicable Currencies.
2.11 - Defaulting Lenders.
2.12 - Removal or Replacement of a Lender.
2.13 - Mitigation.
2.14 - Increase in the Aggregate Commitments.
3.1 - Conditions to Effectiveness.
A - Credit and Organizational Documents.
B - Opinions of Counsel.
C - Payment of Amounts Due.
D - Authorizations and Consents.
(ii) - PATRIOT Act.
E - Material Adverse Effect.
F - No Litigation.
G - Termination of Existing Credit Agreement.
3.2 - Conditions Precedent to each Credit Extension.
A - Notice of Borrowing.
B - Outstanding Amounts.
C - Representations and Warranties.
D - No Default.
E - Subsidiary Borrowers.
F - Additional Documents.
3.3 - Conditions Precedent to each Commitment Increase.
B - No Default.
C - Additional Documents.
SECTION 4. - REPRESENTATIONS AND WARRANTIES
A - Organization and Powers.
B - Qualification and Good Standing.
A - Authorization of Borrowing, etc.
B - No Conflict.
C - Governmental Consents.
D - Binding Obligation.
4.3 - Disclosure.
4.4 - Financial Condition.
4.5 - No Material Adverse Change.
4.6 - Intellectual Property Matters.
4.7 - No Litigation; Compliance with Laws.
4.8 - No Default.
4.9 - Governmental Regulation.
4.10 - Securities Activities.
4.11 - Employee Benefit Plans.
4.12 - Environmental Protection.
4.13 - Pari Passu.
4.14 - Restrictions.
SECTION 5. - AFFIRMATIVE COVENANTS
5.1 - Financial Statements and Other Reports.
(i) - Quarterly Financial Statements:
(ii) - Annual Financial Statements:
(iii) - Compliance Certificate:
(iv) - Filings:
(vi) - Notice of Litigation:
(vii) - Change in Rating:
(viii) - ERISA:
(ix) - Environmental Reports and Audits:
(x) - Other Information:
5.2 - Books and Records.
5.3 - Existence.
5.4 - Insurance.
5.5 - Payment of Taxes.
5.6 - Payment and Performance of Obligations.
5.7 - Maintenance of Properties.
5.8 - Compliance with Laws.
A - Proceeds of Loans.
B - Margin Regulations.
5.10 - Claims Pari Passu.
5.11 - Further Assurances.
SECTION 6. - NEGATIVE COVENANTS
6.1 - Liens.
6.2 - Indebtedness.
6.3 - Acquisitions.
6.4 - Restrictions on Subsidiary Distributions.
6.5 - Restricted Payments.
6.6 - Restriction on Fundamental Changes and Asset Sales.
6.7 - Conduct of Business.
6.8 - Fiscal Year.
6.9 - Interest Rate Agreements and Currency Agreements.
A - Interest Coverage Ratio.
B - Leverage Ratio.
C - Certain Calculations.
7.1 - Guaranty of the Obligations.
7.2 - Payment by the Borrower.
7.3 - Liability of Guarantor Absolute.
7.4 - Waivers by Guarantor.
7.5 - Guarantors Rights of Subrogation, Contribution, etc.
7.6 - Subordination of Other Obligations.
7.7 - Continuing Guaranty.
7.8 - Authority of Credit Parties.
7.9 - Financial Condition of Credit Parties.
7.10 - Bankruptcy, etc.
SECTION 8. - EVENTS OF DEFAULT
8.1 - Failure to Make Payments When Due.
8.2 - Default in Other Agreements.
8.3 - Breach of Certain Covenants.
8.4 - Breach of Representation or Warranty.
8.5 - Other Defaults Under Loan Documents.
8.6 - Involuntary Bankruptcy; Appointment of Receiver, etc.
8.7 - Voluntary Bankruptcy; Appointment of Receiver, etc.
8.8 - Judgments and Attachments.
8.9 - Dissolution.
8.10 - Employee Benefit Plans.
8.11 - Change in Control.
8.12 - Repudiation of Obligations.
A - Right to Assign.
B - Requirements.
C - Acceptance and Notice of Assignment.
D - Representations and Warranties of Assignee.
E - Effect of Assignment.
F - Certain Other Permitted Assignments.
G - Participations.
9.2 - Expenses.
9.3 - Indemnity.
9.4 - Exception for Subsidiary Borrowers.
9.5 - Set-Off.
9.6 - Amendments and Waivers.
9.7 - Independence of Covenants.
A - Generally.
B - Intralinks.
C - Notices to Subsidiary Borrowers.
9.9 - Survival of Representations, Warranties and Agreements.
9.10 - Failure or Indulgence Not Waiver; Remedies Cumulative.
9.11 - Marshalling; Payments Set Aside.
9.12 - Severability.
9.13 - Headings.
9.14 - Applicable Law.
9.15 - Successors and Assigns.
9.16 - Consent to Jurisdiction and Service of Process.
(II) - WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;
9.17 - Waiver of Jury Trial.
9.18 - Confidentiality.
9.19 - Ratable Sharing.
9.20 - Counterparts; Effectiveness.
9.21 - Obligations Several; Independent Nature of Lenders Rights.
9.22 - Usury Savings Clause.
9.23 - Judgment Currency.
9.24 - Termination of Existing Credit Agreement.
9.25 - No Fiduciary Duty.
10.1 - Authorization and Authority.
10.2 - Agent Individually.
A - Powers; Duties Specified.
B - No Responsibility for Certain Matters.
C - Exculpatory Provisions.
10.4 - Reliance by Agent.
10.5 - Delegation of Duties.
10.6 - Resignation of Agent.
10.7 - Non-Reliance on Administrative Agent and Other Lenders.
10.8 - Right to Indemnity.
10.9 - Agents Under Guaranty.
10.10 - No Other Duties, etc.
11.1 - Joinder of Subsidiary Borrowers.
A - Joinder Agreement.
B - Approval by Lenders.
C - Organizational Documents.
D - Opinions of Counsel.
E - Payment of Amounts Due.
F - Authorizations and Consents.
11.2 - Termination of Status as Subsidiary Borrower.