Preview | Term Loan and Security Agreement |

Section		Page
ARTICLE 1 INTERPRETATION OF THIS AGREEMENT		1
1.1	Definitions	1
1.2	Accounting Terms; UCC Terms	21
1.3	Interpretive Provisions	21
ARTICLE 2 TERM LOANS		22
2.1	Term Loans	22
2.2	Procedure for Borrowing	23
2.3	Reliance upon Authority	23
2.4	No Liability	23
2.5	Notice Irrevocable	23
2.6	Making of Loans	23
2.7	Bank Products	25
ARTICLE 3 INTEREST AND FEES		26
3.1	Interest	26
3.2	[Reserved.]	26
3.3	Maximum Interest Rate	26
3.4	Fees	27
ARTICLE 4 PAYMENTS AND PREPAYMENTS		27
4.1	Loans	27
4.2	Termination of Facility	27
4.3	Payments by the Borrower	28
4.4	[Reserved.]	29
4.5	Apportionment, Application and Reversal of Payments	29
4.6	Indemnity for Returned Payments	29
4.7	Agents and Lenders Books and Records; Monthly Statements	29
4.8	Mandatory Prepayments of Loans	30
4.9	Increase in Aggregate Loan Commitments	31
ARTICLE 5 TAXES, YIELD PROTECTION AND ILLEGALITY		31
5.1	Taxes	31
5.2	Illegality	32
5.3	Increased Costs and Reduction of Return	32
5.4	Funding Losses	33
5.5	Inability to Determine Rates	33
5.6	Automatic Conversion of LIBOR Rate Loans to Base Rate Loans	33

Section		Page
5.7	Certificates of Lenders	34
5.8	Survival	34
ARTICLE 6 COLLATERAL		34
6.1	Grant of Security Interest	34
6.2	Perfection and Protection of Security Interest	36
6.3	Location of Collateral	36
6.4	Title to, Liens on, and Sale and Use of Collateral	37
6.5	Access and Examination; Confidentiality	37
6.6	Collateral Reporting	38
6.7	Accounts	39
6.8	Inventory; Perpetual Inventory	40
6.9	Documents, Instruments, and Chattel Paper	40
6.10	Right to Cure	40
6.11	Power of Attorney	40
6.12	The Agents and Lenders Rights, Duties and Liabilities	41
6.13	Intercreditor Agreement	41
ARTICLE 7 BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES		42
7.1	Books and Records	42
7.2	Financial Information	42
7.3	Notices to the Lenders	44
ARTICLE 8 GENERAL WARRANTIES AND REPRESENTATIONS		46
8.1	Authorization, Validity, and Enforceability of this Agreement and the Loan Documents	46
8.2	Validity and Priority of Security Interest	47
8.3	Organization and Qualification	47
8.4	Corporate Name; Prior Transactions	47
8.5	Subsidiaries and Affiliates	47
8.6	Financial Statements and Projections	47
8.7	Solvency	48
8.8	Debt	48
8.9	Distributions	48
8.10	Title to Property	48
8.11	Trade Names	48
8.12	Litigation	48
8.13	Restrictive Agreements	49
8.14	Labor Disputes	49
8.15	Environmental Laws	49
8.16	No Violation of Law	50
8.17	No Default	50

Section		Page
8.18	ERISA Compliance	50
8.19	Taxes	50
8.20	Regulated Entities	50
8.21	Use of Proceeds; Margin Regulations	51
8.22	Copyrights, Patents, Trademarks and Licenses, etc	51
8.23	No Material Adverse Change	51
8.24	Full Disclosure	51
8.25	Governmental Authorization	51
8.26	Insurance	52
8.27	Customer and Trade Relations	52
ARTICLE 9 AFFIRMATIVE AND NEGATIVE COVENANTS		52
9.1	Taxes and Other Obligations	52
9.2	Corporate Existence and Good Standing	52
9.3	Compliance with Law and Agreements; Maintenance of Licenses	53
9.4	Maintenance of Property	53
9.5	Insurance	53
9.6	Environmental Laws	54
9.7	Compliance with ERISA	54
9.8	Mergers, Consolidations or Sales	54
9.9	Distributions; Capital Change; Restricted Investments	55
9.10	Transactions Affecting Collateral or Obligations	56
9.11	Guaranties	56
9.12	Debt	56
9.13	Prepayment	56
9.14	Transactions with Affiliates	56
9.15	Investment Banking and Finders Fees	57
9.16	Business Conducted	57
9.17	Liens	58
9.18	Fiscal Year	58
9.19	Adjusted Tangible Net Worth	58
9.20	EBITDA	58
9.21	Fixed Charge Coverage Ratio	58
9.22	Use of Proceeds	58
9.23	Interest Rate Protection	59
9.24	Further Assurances	59
9.25	Impairment of Intercompany Transfers	60
9.26	No Speculative Transactions	60
9.27	Certain Post-Closing Matters	60
ARTICLE 10 CONDITIONS PRECEDENT		61
10.1	Conditions to Effectiveness	61
10.2	Conditions Precedent to Each Loan	64

Section		Page
10.3	Additional Condition Precedent to Each Loan Made After the Closing Date	64
ARTICLE 11 DEFAULT; REMEDIES		65
11.1	Events of Default	65
11.2	Remedies	67
ARTICLE 12 TERM AND TERMINATION		69
12.1	Term and Termination	69
ARTICLE 13 AMENDMENTS; WAIVER; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS		69
13.1	No Waivers; Cumulative Remedies	69
13.2	Amendments and Waivers	69
13.3	Assignments; Participations	70
ARTICLE 14 THE AGENT		72
14.1	Appointment and Authorization	72
14.2	Delegation of Duties	73
14.3	Liability of Agent	73
14.4	Reliance by Agent-Related Persons	73
14.5	Notice of Default	74
14.6	Credit Decision	74
14.7	Indemnification	74
14.8	Agent in Individual Capacity	75
14.9	Successor Agent	75
14.10	Withholding Tax	75
14.11	Collateral Matters

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