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DOCUMENT TITLE:  REVOLVING CREDIT AGREEMENT dated as of October 11, 2011 among .
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Clause Heading
Section 2.1 - The Advances.
Section 2.2 - Making the Advances.
(a) - Facility Fee.
(b) - Administrative Agents Fee.
Section 2.4 - Repayment.
Section 2.5 - Interest.
(a) - Base Rate Advances.
(b) - Eurodollar Advances.
(c) - Other Obligations.
Section 2.6 - Additional Interest on Eurodollar Advances.
Section 2.7 - Interest Rate Determination and Protection.
(d) - Repayment of Participations.
Section 2.8 - Voluntary Conversion of Borrowings; Continuation of Eurodollar Borrowings.
(a) - The Letter of Credit Commitment.
(b) - Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit.
(c) - Drawings and Reimbursements; Funding of Participations.
(e) - Obligations Absolute.
(f) - Role of L/C Issuer.
(g) - Cash Collateral.
(h) - Applicability of ISP98 and UCP.
(i) - Letter of Credit Fees.
(j) - Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer.
(k) - Conflict with Letter of Credit Application.
(l) - Currency Indemnity
(m) - Outstanding Letters of Credit.
(n) - Letter of Credit Amounts.
Section 2.10 - Prepayments.
Section 2.11 - Increased Costs; Capital Adequacy, Etc.
Section 2.12 - Illegality.
Section 2.13 - Payments and Computations.
Section 2.14 - Taxes.
Section 2.15 - Sharing of Payments, Etc.
Section 2.16 - Ratable Reduction or Termination of the Commitments; Canadian Allocation of Commitments; Sterling Allocation of Commitments.
Section 2.17 - Non-Ratable Reduction or Termination of Commitments.
Section 2.18 - Termination; Replacement of Bank.
Section 2.19 - Defaulting Banks.
(a) - Facility Fees.
(b) - Amendments, Waivers, Etc.
(c) - Exposure Reallocation.
(d) - Reallocation of Payments.
(e) - Swingline Loans and Letters of Credit.
(f) - Reinstatement as a Non-Defaulting Bank.
(g) - Rights and Remedies against a Defaulting Bank.
Section 2.20 - Commitment Increase.
Section 2.21 - Extension of Termination Date.
Section 2.22 - Swingline Commitment.
Section 2.23 - Procedure for Swingline Borrowing; Refunding of Swingline Loans.
Section 3.1 - Initial Conditions Precedent.
Section 3.2 - Additional Conditions Precedent to Each Advance and L/C Credit Extension.
Section 4.1 - Representations and Warranties of the Borrower.
Section 5.1 - Affirmative Covenants.
(a) - Reporting Requirements.
(b) - Compliance with Laws, Etc.
(c) - Use of Proceeds.
(d) - Maintenance of Insurance.
(e) - Preservation of Corporate Existence, Etc.
(f) - Visitation Rights.
(g) - Payment of Taxes, Etc.
Section 5.2 - Negative Covenants.
(a) - Negative Pledge.
(b) - Transactions with Affiliates.
(c) - Total Debt to Capitalization.
(d) - Disposition of Assets.
(e) - Mergers, Etc.
(f) - Compliance with ERISA.
(g) - Use of Proceeds.
Section 6.1 - Events of Default.
Section 7.1 - Authorization of the Agents.
Section 7.2 - Delegation of Duties.
Section 7.3 - Liability of the Agents.
Section 7.4 - Reliance by Agents.
Section 7.5 - Notice of Default.
Section 7.6 - Credit Decision; Disclosure of Information by the Agents.
Section 7.7 - Indemnification of the Administrative Agents.
Section 7.8 - The Agents in their Respective Individual Capacities.
Section 7.9 - Successor Agents.
Section 7.10 - The Administrative Agent May File Proofs of Claim.
Section 7.11 - Other Agents; Arrangers and Managers.
Section 8.1 - Amendments, Etc.
Section 8.3 - No Waiver; Remedies.
Section 8.4 - Costs and Expenses.
Section 8.2 - Notices, Etc.
Section 8.5 - Payments Set Aside; Right of Set-Off.
Section 8.6 - Assignments and Participations.
(a) - THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 8.10 - Confidentiality.
Section 8.8 - Interest.
Section 8.9 - Captions.
Section 8.11 - Survival; Term; Reinstatement.
Section 8.12 - Severability.
Section 8.13 - Time of the Essence.
Section 8.14 - Execution in Counterparts.
Section 8.15 - Effectiveness.
Section 8.16 - Tax Forms.
Section 8.17 - Waiver of Right to Trial by Jury.
Section 8.18 - USA Patriot Act Notice.
Section 8.19 - Calculation of Dollar Equivalent Amounts.
Section 8.20 - No Fiduciary Duty.
(b) - Canadian Stamping Fee.
(b) - Other Canadian Obligations.
(a) - The Canadian Letter of Credit Commitment.
(b) - Procedures for Issuance and Amendment of Canadian Letters of Credit; Auto-Renewal Canadian Letters of Credit.
(g) - Canadian Cash Collateral.
(f) - Role of Canadian L/C Issuer.
(i) - Canadian Letter of Credit Fees.
(j) - Fronting Fee and Documentary and Processing Charges Payable to Canadian L/C Issuer.
(k) - Conflict with Canadian Letter of Credit Application.
(a) - Creation of Canadian Bankers Acceptances.
(i) - Delivery and Payment.
(ii) - No Liability.
(iii) - Canadian Bankers Acceptances Purchased by Canadian Banks.
(iv) - Marketing.
(v) - Power of Attorney.
(vi) - Pro-Rata Treatment of Canadian Advances.
(i) - Marketing Notice.
(ii) - Rollover.
(iii) - Conversion from Canadian Prime Rate Advances.
(iv) - Conversions to Canadian Prime Rate Advances.
(v) - Authorization.
(vi) - Depository Notes.
(d) - Execution of Bankers Acceptances.
(e) - Escrowed Funds.
(f) - Market Disruption.
(b) - The executed Canadian Guaranty.
(a) - The Sterling Letter of Credit Commitment.
(b) - Procedures for Issuance and Amendment of Sterling Letters of Credit; Auto-Renewal Sterling Letters of Credit.
(g) - Sterling Cash Collateral.
(f) - Role of Sterling L/C Issuer.
(i) - Sterling Letter of Credit Fees.
(j) - Fronting Fee and Documentary and Processing Charges Payable to Sterling L/C Issuer.
(k) - Conflict with Sterling Letter of Credit Application.
(b) - The executed UK Guaranty.
(a) - Acquisition Lien or Permitted Encumbrance; or
1.1 - Assignor.
1.2 - Assignee.
2 - Payments.
3 - General Provisions.
1 - Guaranty.
2 - No Setoff or Deductions; Taxes.
3 - Continuing Guaranty.
4 - Waiver of Notices.
5 - Subrogation.
6 - Waiver of Suretyship Defenses.
7 - Exhaustion of Other Remedies Not Required.
8 - Reinstatement.
9 - Subordination.
10 - Stay of Acceleration.
11 - Amendments.
12 - No Waiver; Enforceability.
13 - Assignment; Governing Laws; Jurisdiction.
14 - Condition of the Canadian Borrower.
15 - Setoff.
16 - Other Guarantees.
17 - Foreign Currency.
18 - WAIVER OF JURY TRIAL; FINAL AGREEMENT.
19 - Termination.
14 - Condition of the UK Borrower.