ex101creditagreementraym






                                                                 EXECUTION VERSION                                                                                                                                                                                                       Published CUSIP Numbers:                                                                         Deal: 75473EAG4                                                                      Revolver: 75473EAH2                                                                                                                                                                           CREDIT AGREEMENT                                  Dated as of February 19, 2019                                           among                             RAYMOND JAMES FINANCIAL, INC.                                            and                          RAYMOND JAMES & ASSOCIATES, INC.,                                      as the Borrowers,                                                                              BANK OF AMERICA, N.A.,                        as Administrative Agent and a Swing Line Lender,                                                                                   CITIBANK, N.A.,                              JPMORGAN CHASE BANK, N.A.                                            and                                     REGIONS BANK,                        as Co-Syndication Agents and Swing Line Lenders,                                                                        U.S. BANK NATIONAL ASSOCIATION,                        as Documentation Agent and a Swing Line Lender,                                                                                         and                            THE OTHER LENDERS PARTY HERETO                                         Arranged By:                 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,                                      CITIBANK, N.A.,                              JPMORGAN CHASE BANK, N.A.                                            and                   REGIONS CAPITAL MARKETS, a division of Regions Bank,                          as Joint Lead Arrangers and Joint Bookrunners    CHAR1\1635542v6  





 






                                                                                                                          TABLE OF CONTENTS   ARTICLE I DEFINITIONS AND ACCOUNTING TERMS ...................................................................... 1         1.01  Defined Terms. ................................................................................................................... 1         1.02  Other Interpretive Provisions. ........................................................................................... 21         1.03  Accounting Terms. ............................................................................................................ 22         1.04  Rounding. .......................................................................................................................... 22         1.05  Times of Day; Rates. ........................................................................................................ 23  ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS ...................................................... 23         2.01  Revolving Loans. .............................................................................................................. 23         2.02  Borrowings, Conversions and Continuations of Revolving Loans. .................................. 25         2.03  [Reserved]. ........................................................................................................................ 26         2.04  Swing Line Loans. ............................................................................................................ 26         2.05  Prepayments. ..................................................................................................................... 30         2.06  Termination or Reduction of Aggregate Revolving Commitments. ................................. 31         2.07  Repayment of Loans. ........................................................................................................ 32         2.08  Interest. ............................................................................................................................. 32         2.09  Fees. .................................................................................................................................. 32         2.10  Computation of Interest and Fees. .................................................................................... 33         2.11  Evidence of Debt. ............................................................................................................. 33        2.12   Payments Generally; Administrative Agent’s Clawback. ................................................. 34         2.13  Sharing of Payments by Lenders. ..................................................................................... 35         2.14  [Reserved]. ........................................................................................................................ 36         2.15  Defaulting Lenders. .......................................................................................................... 36  ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY ....................................................... 38         3.01  Taxes. ................................................................................................................................ 38         3.02  Illegality. ........................................................................................................................... 42         3.03  Inability to Determine Rates. ............................................................................................ 43         3.04  Increased Costs; Reserves on Eurodollar Rate Loans. ...................................................... 45         3.05  Compensation for Losses. ................................................................................................. 46         3.06  Mitigation Obligations; Replacement of Lenders. ............................................................ 47         3.07  Survival. ............................................................................................................................ 47  ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS .............................................. 47         4.01  Conditions of Initial Credit Extension. ............................................................................. 47         4.02  Conditions to all Credit Extensions. ................................................................................. 49  ARTICLE V REPRESENTATIONS AND WARRANTIES ..................................................................... 49         5.01  Existence, Qualification and Power. ................................................................................. 50         5.02  Authorization; No Contravention. .................................................................................... 50         5.03  Governmental Authorization; Other Consents. ................................................................. 50         5.04  Binding Effect. .................................................................................................................. 50        5.05   Financial Statements; No Material Adverse Effect. .......................................................... 50         5.06  Litigation. .......................................................................................................................... 51         5.07  Taxes. ................................................................................................................................ 51         5.08  ERISA Compliance. .......................................................................................................... 51         5.09  Margin Regulations; Investment Company Act................................................................ 52         5.10  Disclosure. ........................................................................................................................ 52                                             i   CHAR1\1635542v6  





 






               5.11   Compliance with Laws. .................................................................................................... 53         5.12  OFAC. ............................................................................................................................... 53         5.13  Anti-Corruption Laws. ...................................................................................................... 53         5.14  EEA Financial Institution. ................................................................................................ 53         5.15  EEA Broker-Dealer. .......................................................................................................... 53  ARTICLE VI AFFIRMATIVE COVENANTS ......................................................................................... 54         6.01  Financial Statements. ........................................................................................................ 54         6.02  Certificates; Other Information. ........................................................................................ 55         6.03  Notices. ............................................................................................................................. 56         6.04  Payment of Taxes. ............................................................................................................. 57         6.05  Preservation of Existence, Etc. ......................................................................................... 57         6.06  Capital Requirements.. ...................................................................................................... 57         6.07  Maintenance of Insurance. ................................................................................................ 57         6.08  Compliance with Laws. .................................................................................................... 57         6.09  Books and Records. .......................................................................................................... 57         6.10  Inspection Rights. ............................................................................................................. 58         6.11  Use of Proceeds. ............................................................................................................... 58         6.12  Anti-Corruption Laws; Sanctions. .................................................................................... 58         6.13  Registration Status. ........................................................................................................... 58         6.14  Regulatory Matters. .......................................................................................................... 58  ARTICLE VII NEGATIVE COVENANTS ............................................................................................... 59         7.01  Liens. ................................................................................................................................ 59         7.02  Investments. ...................................................................................................................... 60         7.03  Indebtedness. ..................................................................................................................... 61         7.04  Fundamental Changes. ...................................................................................................... 63         7.05  Dispositions. ..................................................................................................................... 63         7.06  Restricted Payments. ......................................................................................................... 63         7.07  Change in Nature of Business. .......................................................................................... 64         7.08  Transactions with Affiliates. ............................................................................................. 64         7.09  Burdensome Agreements. ................................................................................................. 64         7.10  Use of Proceeds. ............................................................................................................... 64         7.11  Financial Covenants. ......................................................................................................... 64         7.12  Sanctions. .......................................................................................................................... 65         7.13  Anti-Corruption Laws. ...................................................................................................... 65  ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES .................................................................... 65         8.01  Events of Default. ............................................................................................................. 65         8.02  Remedies Upon Event of Default. .................................................................................... 67        8.03   Application of Funds. ....................................................................................................... 68  ARTICLE IX ADMINISTRATIVE AGENT ............................................................................................. 69         9.01  Appointment and Authority. ............................................................................................. 69         9.02  Rights as a Lender. ............................................................................................................ 69         9.03  Exculpatory Provisions. .................................................................................................... 69         9.04  Reliance by Administrative Agent. ................................................................................... 70         9.05  Delegation of Duties. ........................................................................................................ 70         9.06  Resignation of Administrative Agent. .............................................................................. 71         9.07  Non-Reliance on Administrative Agent and Other Lenders. ............................................ 72         9.08  No Other Duties; Etc. ........................................................................................................ 72                                             ii  CHAR1\1635542v6  





 






               9.09   Administrative Agent May File Proofs of Claim. ............................................................. 72         9.10  Certain ERISA Matters. .................................................................................................... 73  ARTICLE X [Reserved] ............................................................................................................................. 74  ARTICLE XI MISCELLANEOUS ............................................................................................................ 74         11.01  Amendments, Etc. ............................................................................................................. 74         11.02  Notices; Effectiveness; Electronic Communications. ....................................................... 76         11.03  No Waiver; Cumulative Remedies; Enforcement. ............................................................ 78         11.04  Expenses; Indemnity; Damage Waiver. ............................................................................ 78         11.05  Payments Set Aside. ......................................................................................................... 80         11.06  Successors and Assigns. ................................................................................................... 80         11.07  Treatment of Certain Information; Confidentiality. .......................................................... 84         11.08  Rights of Setoff. ................................................................................................................ 85         11.09  Interest Rate Limitation. ................................................................................................... 85         11.10  Counterparts; Integration; Effectiveness. .......................................................................... 86         11.11  Survival of Representations and Warranties. .................................................................... 86         11.12  Severability. ...................................................................................................................... 86         11.13  Replacement of Lenders. .................................................................................................. 87         11.14  Governing Law; Jurisdiction; Etc. .................................................................................... 87         11.15  Waiver of Jury Trial. ......................................................................................................... 88         11.16  No Advisory or Fiduciary Responsibility. ........................................................................ 89         11.17  Electronic Execution of Assignments and Certain Other Documents. ............................. 89         11.18  USA PATRIOT Act Notice. ............................................................................................. 89         11.19  Acknowledgement and Consent to Bail-In of EEA Financial Institutions. ...................... 90                                                iii  CHAR1\1635542v6  





 






                                                                                         SCHEDULES   2.01  Commitments and Applicable Percentages  7.01  Liens Existing on the Closing Date  7.02  Investments Existing on the Closing Date  7.03  Indebtedness Existing on the Closing Date  11.02  Certain Addresses for Notices   EXHIBITS   2.02         Form of Loan Notice  2.04         Form of Swing Line Notice  2.05         Form of Notice of Loan Prepayment  2.11(a)      Form of Note  3.01         Forms of U.S. Tax Compliance Certificates  6.02         Form of Compliance Certificate  11.06(b)     Form of Assignment and Assumption                                               i   CHAR1\1635542v6  





 






                                                                                                                          CREDIT AGREEMENT         This  CREDIT  AGREEMENT  is  entered  into  as  of  February  19,  2019  among  RAYMOND  JAMES  FINANCIAL,  INC.,  a  Florida corporation  (“RJF”),  RAYMOND  JAMES  &  ASSOCIATES,  INC.,  a  Florida  corporation  (“RJA”  and  together  with  RJF,  each a  “Borrower”  and  collectively  the  “Borrowers”),  the  Lenders  (defined  herein),  the  Swing  Line  Lenders  (defined  herein)  and  BANK  OF  AMERICA, N.A., as Administrative Agent.          The Borrowers have requested that the Lenders provide credit facilities for the purposes set forth  herein, and the Lenders are willing to do so on the terms and conditions set forth herein.         In  consideration  of  the  mutual  covenants  and  agreements  herein contained,  the  parties  hereto  covenant and agree as follows:                                         ARTICLE I                                                                      DEFINITIONS AND ACCOUNTING TERMS      1.01   Defined Terms.         As used in this Agreement, the following terms shall have the meanings set forth below:         “Acquisition”, by any Person, means the acquisition by such Person, in a single transaction or in a  series of related transactions, of either (a) all or substantially all of the property of, or a line of business or  division of, another Person or (b) at least a majority of the Voting Stock of another Person, in each case  whether or not involving a merger or consolidation with such other Person.          “Act” has the meaning set forth in Section 11.18.          “Administrative Agent” means Bank of America in its capacity as administrative agent under any  of the Loan Documents, or any successor administrative agent.          “Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate,  account as set forth on Schedule 11.02 or such other address or account as the Administrative Agent may  from time to time notify to the Borrowers and the Lenders.           “Administrative  Questionnaire”  means  an  Administrative  Questionnaire  in  a  form  supplied  by  and approved by the Administrative Agent.          “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly  through one or more intermediaries, Controls or is Controlled by or is under common Control with the  Person specified.          “Aggregate  Revolving  Commitments”  means  the  Revolving  Commitments  of  all  the  Lenders.   The  initial  amount  of  the  Aggregate  Revolving  Commitments  in  effect  on  the  Closing  Date  is  $500,000,000.          “Agreement” means this Credit Agreement.         “Applicable Percentage” means with respect to any Lender at any time, the percentage (carried  out to the ninth decimal place) of the Aggregate Revolving Commitments represented by such Lender’s    CHAR1\1635542v6  





 






                   Revolving Commitment at such time; provided that if the commitment of each Lender to make Revolving       Loans has been terminated pursuant to Section 8.02 or if the Aggregate Revolving Commitments have       expired,  then  the  Applicable  Percentage  of  each  Lender  shall  be  determined  based  on  the  Applicable       Percentage  of  such  Lender  most  recently  in  effect,  giving  effect  to  any  subsequent  assignments.   The       initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule       2.01  or  in  the  Assignment  and  Assumption  or  other  documentation  pursuant  to  which  such  Lender       becomes  a  party  hereto,  as  applicable.   The  Applicable  Percentages  shall  be  subject  to  adjustment  as       provided in Section 2.15.              “Applicable Rate” means the following percentages per annum, based on the applicable rate per       annum set forth in the below table:   Pricing  Debt  Rating  of Facility  With respect to Loans made to   With respect to Loans made to  Level    RJF               Fee                 RJF:                            RJA:           (S&P/Moody’s)             Applicable Margin   Applicable  Applicable Margin  Applicable                                     for Eurodollar Rate Margin for    for Eurodollar   Margin for                                       Loans and for     Base Rate   Rate Loans and for  Base Rate                                      Swing Line Loans     Loans     Swing Line Loans     Loans                                     bearing interest at             bearing interest at                                     the LIBOR Market                the LIBOR Market                                         Index Rate                     Index Rate  I        ≥ A/A2          12.5 bps      100.0 bps        0.0 bps         87.5 bps        0.0 bps  II       A-/A3           15.0 bps      110.0 bps        10.0 bps        97.5 bps        0.0 bps  III      BBB+/Baa1       17.5 bps      132.5 bps        32.5 bps       120.0 bps        20.0 bps  IV       BBB/Baa2        22.5 bps      152.5 bps        52.5 bps       127.5 bps        27.5 bps  V        ≤ BBB-/Baa3     27.5 bps      172.5 bps        72.5 bps       147.5 bps        47.5 bps              Each change in the Applicable Rate resulting from a change in the Debt Rating of RJF shall be effective       for  the  period  commencing  on  the  effective  date  of  such  change and  ending  on  the  date  immediately       preceding the effective date of the next such change.  Notwithstanding the above, (a) if at any time there       is a split in the Debt Ratings between S&P and Moody’s, and the Debt Ratings differ by one level, then       the Pricing Level for the higher of such Debt Ratings shall apply (with the Debt Rating for Pricing Level I       being the highest and the Debt Rating for Pricing Level V being the lowest); (b) if there is a split in Debt       Ratings between S&P and Moody’s of more than one level, then the Pricing Level that is one level lower       than the Pricing Level of the higher Debt Rating shall apply; (c) if RJF has only one Debt Rating, such       Debt Rating shall apply; and (d) if RJF does not have any Debt Rating, Pricing Level V shall apply.              “Approved  Fund”  means  any  Fund  that  is  administered  or  managed by (a) a Lender, (b) an       Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.               “Arrangers” means Merrill Lynch, Pierce, Fenner & Smith, Incorporated (or any other registered       broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of       America  Corporation’s  or  any  of  its  subsidiaries’  investment  banking,  commercial  lending  services  or       related businesses may be transferred following the date of this Agreement), Citibank, N.A., JPMorgan       Chase Bank, N.A. and Regions Capital Markets, a division of Regions Bank, in their capacity as joint       lead arrangers and joint bookrunners.               “Assignment  and  Assumption”  means  an  assignment  and  assumption entered  into  by  a  Lender       and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)),       and accepted by the Administrative Agent, in substantially the form of Exhibit 11.06(b) or any other form                                                   2       CHAR1\1635542v6  





 






         (including  electronic  documentation  generated  by  use  of  an  electronic  platform)  approved  by  the  Administrative Agent.          “Attributable Indebtedness” means, with respect to any Person on any date, (a) in respect of any  Capitalized Lease Obligation, the capitalized amount thereof that would appear on a balance sheet of such  Person  prepared  as  of  such  date  in  accordance  with  GAAP,  (b)  in  respect  of  any  Synthetic  Lease  Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would  appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease  were  accounted  for  as  a  capital  lease,  (c)  in  respect  of  any  Securitization  Transaction,  the  outstanding  principal amount of such financing, after taking into account reserve accounts and  making appropriate  adjustments, determined by the Administrative Agent in its reasonable judgment and (d) in respect of any  Sale and Leaseback Transaction, the present value (discounted in accordance with GAAP at the debt rate  implied in the applicable lease) of the obligations of the lessee for rental payments during the term of such  lease.          “Audited Financial Statements” means the audited consolidated balance sheet of the applicable  Borrower and its Subsidiaries for the fiscal years ended 2016, 2017 and 2018, and the related consolidated  statements  of  income  or  operations,  shareholders’  equity  and  cash  flows  of  such  Borrower  and  its  Subsidiaries for such fiscal year, including the notes thereto.          “Availability Period” means, with respect to the Revolving Commitments, the period from and  including  the  Closing  Date  to  the  earliest  of  (a)  the  Maturity Date,  (b)  the  date  of  termination  of  the  Aggregate  Revolving  Commitments  pursuant  to  Section  2.06,  and  (c)  the  date  of  termination  of  the  commitment of each Lender to make Loans.          “Bail-In  Action”  means  the  exercise  of  any  Write-Down  and  Conversion  Powers  by  the  applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.          “Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55  of  Directive  2014/59/EU  of  the  European  Parliament  and  of  the  Council  of  the  European  Union,  the  implementing law for such EEA Member Country from time to time which is described in the EU Bail-In  Legislation Schedule.           “Bank of America” means Bank of America, N.A. and its successors.         “Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal  Funds Rate plus 0.50%, (b) the rate of interest in effect for such day as publicly announced from time to  time by Bank of America as its “prime rate” and (c) the Eurodollar Rate plus 1.0%; and if Base Rate shall  be less than zero, such rate shall be deemed zero for purposes of this Agreement.  The “prime rate” is a  rate set by Bank of America based upon various factors including Bank of America’s costs and desired  return, general economic conditions and other factors, and is used as a reference point for pricing some  loans, which may be priced at, above, or below such announced rate.  Any change in such “prime rate”  announced by Bank of America shall take effect at the opening of business on the day specified in the  public announcement of such change.          “Base Rate Loan” means a Loan that bears interest based on the Base Rate.         “Beneficial  Ownership  Certification”  means  a  certification  regarding  beneficial  ownership  required by the Beneficial Ownership Regulation.           “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.                                               3  CHAR1\1635542v6  





 






               “Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject  to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Internal Revenue Code  or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of  Title I of ERISA or Section 4975 of the Internal Revenue Code) the assets of any such “employee benefit  plan” or “plan”.           “Borrower” and “Borrowers” has the meaning specified in the introductory paragraph hereto.         “Borrower Materials” has the meaning specified in Section 6.02.         “Borrowing” means a borrowing consisting of simultaneous Loans of the same Type and, in the  case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to  Section 2.01.         “Business Day” means any day other than a Saturday, Sunday or other day on which commercial  banks  are  authorized  to  close  under  the  Laws  of,  or  are  in  fact  closed  in,  New  York,  New  York  or  Charlotte, North Carolina, and, if such day relates to any Swing Line Loan bearing interest at the LIBOR  Market Index Rate or any Eurodollar Rate Loan, means any such day that is also a London Banking Day.          “Capitalized Lease Obligations” of a Person means the amount of the obligations of such Person  under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared  in accordance with GAAP.           “Cash Equivalents” means any of the following types of Investments, to the extent owned by the  applicable Borrower or any of its Subsidiaries free and clear of all Liens (other than Permitted Liens):                (a)    readily marketable obligations issued or directly and fully guaranteed or insured         by the United States or Canada or any agency or instrumentality thereof;                (b)    demand deposit accounts maintained in the ordinary course of business;                (c)    time  deposits  with,  or  certificates  of  deposit  or  bankers’  acceptances  of,  any         commercial bank that (i)  is a Lender or Affiliate thereof or (ii) has combined capital and surplus         of at least $500,000,000;                (d)    commercial  paper  and  other  short-term  notes  and  debt  securities  rated  at  least         investment grade by Moody’s or S&P; and                 (e)    Investments,  classified  in  accordance  with  GAAP  as  current  assets  of  such         Borrower or any of its Subsidiaries, the portfolios of which are limited solely to Investments of         the character, quality and maturity described in clauses (a), (b), (c) and (d) of this definition.             “Change in Law” means the occurrence, after the Closing Date of any of the following: (a) the  adoption or taking effect of any Law, (b) any change in any Law or in the administration, interpretation,  implementation or application thereof by any Governmental Authority or (c) the making or issuance of  any request, rule, guideline or directive (whether or not having the force of Law) by any Governmental  Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street  Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued  in  connection  therewith  or  in  the  implementation  thereof  and  (ii)  all  requests,  rules,  guidelines  or  directives  promulgated  by  the  Bank  for  International  Settlements,  the  Basel  Committee  on  Banking  Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities,                                              4  CHAR1\1635542v6  





 






         in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of  the date enacted, adopted, issued or implemented.          “Change of Control” means an event or series of events by which:                (a)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of         the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or         its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary         or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and         13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed         to have “beneficial ownership” of all Equity Interests that such person or group has the right to         acquire,  whether  such  right  is  exercisable  immediately  or  only after  the  passage  of  time  (such         right, an “option right”)), directly or indirectly, of the Equity Interests of RJF representing 35% or         more of the combined voting power of all the Equity Interests of RJF entitled to vote on a fully         diluted basis (and taking into account all such securities that such person or group has the right to         acquire pursuant to any option right);                 (b)    during any period of 12 consecutive months commencing after the Closing Date,         a majority of the members of the board of directors or other equivalent governing body of RJF         cease to be composed of individuals (i) who were members of that board or equivalent governing         body on the first day of such period, (ii) whose election or nomination to that board or equivalent         governing body was approved by individuals referred to in clause (i) above  constituting at the         time of such election or nomination at least a majority of that board or equivalent governing body         or  (iii)  whose  election  or  nomination  to  that  board  or  other  equivalent  governing  body  was         approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such         election or nomination at least a majority of that board or equivalent governing body; or                (c)    RJF  shall  cease  to  own  and  control,  of  record  and  beneficially,  directly  or         indirectly, one hundred percent (100%) of the Voting Stock of RJA.          “Closing Date” means the date of this Agreement.         “Commitment” means, as to each Lender, the Revolving Commitment of such Lender.         “Compliance Certificate” means a certificate substantially in the form of Exhibit 6.02.         “Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by  net income (however denominated) or that are franchise Taxes or branch profits Taxes.          “Consolidated EBITDA” means, for any period, for the applicable Borrower and its Subsidiaries,  an amount equal to Consolidated Net Income (excluding extraordinary and other non-recurring gains and  losses  and  charges)  for  such  period  plus  the  following  to  the  extent  deducted  in  calculating  such  Consolidated  Net  Income:   (a)  Consolidated  Interest  Charges  with  respect  such  Borrower  and  its  Subsidiaries for such period, (b) the provision for federal, state, local and foreign income taxes payable by  such  Borrower  and  its  Subsidiaries  for  such  period,  (c)  the  amount  of  depreciation  and  amortization  expense for such period, (d) share-based compensation expenses and (e) non-recurring non-cash items.          “Consolidated Funded Indebtedness” means, without duplication, (a) all obligations of RJF and  its  Subsidiaries  for  all  Indebtedness  created,  assumed  or  incurred  in  any  manner  by  RJF  and  its  Subsidiaries  representing  money  borrowed  (including  by  the  issuance  of  debt  securities),  including  (i)  Federal  Home  Loan  Bank  and  Federal  Reserve  Bank  advances  to  Raymond  James  Bank  National                                              5  CHAR1\1635542v6  





 






         Association and (ii) borrowings at variable interest entities (to the extent recourse to RJF or any of its  Subsidiaries), (b) all Indebtedness for the deferred purchase price of property or services (other than trade  accounts  payable  arising  in  the  ordinary  course  of  business),  (c)  all  Indebtedness  secured  by  any  Lien  upon  property  of  RJF  and  its  Subsidiaries,  whether  or  not  RJF  and  its  Subsidiaries  has  assumed  or  become  liable  for  the  payment  of  such  Indebtedness,  (d)  all  Attributable  Indebtedness  of  RJF  and  its  Subsidiaries, (e) all obligations of RJF and its Subsidiaries on or with respect to drawn letters of credit  and bankers’ acceptances, (f) all obligations of RJF and its Subsidiaries evidenced by bonds, debentures,  notes  or  similar  instruments,  (g)  all  Indebtedness  for  borrowed  money  of  any  other  Person  which  is  directly or indirectly guaranteed by RJF or any of its Subsidiaries or which RJF or any of its Subsidiaries  has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which RJF or any  of  its  Subsidiaries  has  otherwise  assured  a  creditor  against  loss  and  (h)  all  guarantees  of  RJF  and  its  Subsidiaries in respect of the foregoing; provided, however, that Consolidated Funded Indebtedness shall  not include (i) accounts payable incurred in the ordinary course of business, (ii) short term Indebtedness  of broker dealer Subsidiaries of RJF incurred in the ordinary course of business, (iii) obligations of RJF or  its Subsidiaries related to hedge obligations incurred in the ordinary course of business and (iv) Federal  Home Loan Bank advances to Raymond James Bank National Association up to an amount, at any time,  not to exceed, in the aggregate, 5% of Consolidated Total Capitalization at such time (as Consolidated  Total Capitalization is calculated immediately prior to giving effect to this clause (iv)).          “Consolidated Interest Charges” means, for any period, for any Person, the sum of the following  items (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection  with borrowed money (including capitalized interest) or in connection with the deferred purchase price of  assets, in each case to the extent treated as interest in accordance with GAAP, plus (b) the portion of rent  expense  with  respect  to  such  period  under  Capital  Lease  Obligations  that  is  treated  as  interest  in  accordance  with  GAAP  plus  (c)  the  implied  interest  component  of  Synthetic  Lease  Obligations  with  respect to such period.          “Consolidated  Net  Income”  means,  for  any  period,  for  the  applicable  Borrower  and  its  Subsidiaries on a consolidated basis, net income (or loss) for such period, as determined in accordance  with GAAP.          “Consolidated Tangible Net Worth” means, at any date for which it is to be determined, the sum  of (a) Consolidated Net Worth as of such date, minus (b) the book value, as of such date, of all intangible  assets,  including,  without  limitation,  goodwill,  of  the  applicable  Borrower  and  its  Subsidiaries,  as  determined in accordance with GAAP.           “Consolidated Total Capitalization” means the sum of (a) Consolidated Funded Indebtedness plus  (b) Consolidated Net Worth.          “Consolidated Net Worth” means, at any date for which it is to be determined, the consolidated  stockholders’ equity of the applicable Borrower and its Subsidiaries, as determined in accordance with  GAAP.          “Contractual Obligation” means, as to any Person, any provision of any security issued by such  Person or of any agreement, instrument or other undertaking to which such Person is a party or by which  it or any of its property is bound.          “Control”  means  the  possession,  directly  or  indirectly,  of  the power  to  direct  or  cause  the  direction of the management or policies of a Person, whether through the ability to exercise voting power,  by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.                                                6  CHAR1\1635542v6  





 






               “Credit Extension” means any Borrowing.         “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation,  conservatorship,  bankruptcy,  assignment  for  the  benefit  of  creditors,  moratorium,  rearrangement,  receivership,  insolvency,  reorganization,  or  similar  debtor  relief  Laws  of  the  United  States  or  other  applicable jurisdictions from time to time in effect.          “Debt Rating” means, as of any date of determination, the rating as determined by either S&P or  Moody’s of a Person’s non-credit-enhanced, senior unsecured long-term debt. The Debt Rating in effect  at any date is the Debt Rating that is in effect at the close of business on such date.           “Default”  means  any  event  or  condition  that  constitutes  an  Event  of  Default  or  that,  with  the  giving of any notice, the passage of time, or both, would be an Event of Default.          “Default Rate” means (a) with respect to any Obligation for which a rate is specified, a rate per  annum equal to two percent (2%) in excess of the rate otherwise applicable thereto and (b) with respect to  any Obligation for which a rate is not specified or available, a rate per annum equal to the Base Rate plus  the Applicable Rate for the applicable Borrower for Revolving Loans that are Base Rate Loans plus two  percent (2%), in each case, to the fullest extent permitted by applicable Law.         “Defaulting Lender” means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund  all  or  any  portion  of  its  Loans  within  two  Business  Days  of  the  date  such  Loans  were  required  to  be  funded hereunder unless such Lender notifies the Administrative Agent and the Borrowers in writing that  such failure is the result of such Lender’s determination that one or more conditions precedent to funding  (each of which conditions precedent, together with any applicable default, shall be specifically identified  in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Swing Line Lender or  any  other  Lender  any  other  amount  required  to  be  paid  by  it  hereunder  (including  in  respect  of  its  participation in Swing Line Loans) within two Business Days of the date when due, (b) has notified the  Borrowers,  any  Swing  Line  Lender or  the  Administrative  Agent  in  writing  that  it  does  not  intend  to  comply with its funding obligations hereunder, or has made a public statement to that effect (unless such  writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that  such  position  is  based  on  such  Lender’s  determination  that  a  condition  precedent  to  funding  (which  condition precedent, together with any applicable default, shall be specifically identified in such writing  or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request  by the Administrative Agent or the Borrowers, to confirm in writing to the Administrative Agent and the  Borrowers  that  it  will  comply  with  its  prospective  funding  obligations  hereunder  (provided  that  such  Lender  shall  cease  to  be  a  Defaulting  Lender  pursuant  to  this  clause  (c)  upon  receipt  of  such  written  confirmation by the Administrative Agent and the Borrowers), or (d) has, or has a direct or indirect parent  company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed  for  it  a  receiver,  custodian,  conservator,  trustee,  administrator,  assignee  for  the  benefit  of  creditors  or  similar Person charged with reorganization or liquidation of its business or assets, including the Federal  Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity  or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender  solely  by  virtue  of  the  ownership  or  acquisition  of  any  Equity Interest in that Lender or any direct or  indirect parent company thereof by a Governmental Authority so long as such ownership interest does not  result in or provide such Lender with immunity from the jurisdiction of courts within the United States or  from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such  Governmental  Authority)  to  reject,  repudiate,  disavow  or  disaffirm  any  contracts  or  agreements  made  with such Lender.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender  under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be  conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender                                             7  CHAR1\1635542v6  





 






         (subject to Section 2.15(b)) as of the date established therefor by the Administrative Agent in a written  notice of such determination, which shall be delivered by the Administrative Agent to the Borrowers, the  Swing Line Lenders and each other Lender promptly following such determination.          “Delaware LLC” means any limited liability company organized or formed under the laws of the  State of Delaware.           “Delaware Divided LLC” means any Delaware LLC which has been formed upon consummation  of a Delaware LLC Division.           “Delaware  LLC  Division”  means  (a)  the  statutory  division  of  any  Delaware  LLC  into  two  or  more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act or (b)  the statutory division of any limited liability company organized under the laws of any other jurisdiction  into two or more limited liability companies pursuant to the applicable provisions of such jurisdiction’s  limited liability company laws.           “Designated  Jurisdiction”  means  any  country  or  territory  to  the  extent  that  such  country  or  territory itself is the subject of any Sanction.          “Disposition”  or  “Dispose”  means  the  sale,  transfer,  license,  lease  or  other  disposition  of  any  property by the applicable Borrower or any Subsidiary, including any Sale and Leaseback Transaction  and any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts  receivable or any rights and claims associated therewith and including any disposition of property to a  Delaware Divided LLC (or a limited liability company formed under the laws of another jurisdiction, if  applicable) pursuant to a Delaware LLC Division.          “Dollar” and “$” mean lawful money of the United States.         “EEA Financial Institution” means (a) any credit institution or investment firm established in any  EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity  established in an EEA Member Country which is a parent of an institution described in clause (a) of this  definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of  an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision  with its parent.          “EEA  Member  Country”  means  any  of  the  member  states  of  the  European  Union,  Iceland,  Liechtenstein, and Norway.           “EEA Resolution Authority” means any public administrative authority or any Person entrusted  with  public  administrative  authority  of  any  EEA  Member  Country (including  any  delegee)  having  responsibility for the resolution of any EEA Financial Institution.           “Eligible  Assignee”  means  any  Person  that  meets  the  requirements  to  be  an  assignee  under  Sections  11.06(b)(iii)  and  (v)  (subject  to  such  consents,  if  any,  as  may  be  required  under  Section  11.06(b)(iii)).         “Environmental  Laws”  means  any  and  all  federal,  state,  local  and  foreign  statutes,  laws,  regulations,  ordinances,  rules,  judgments,  orders,  decrees,  permits,  concessions,  grants,  franchises,  licenses,  agreements  or  governmental  restrictions  relating  to  pollution  and  the  protection  of  the  environment or the release of any materials into the environment, including those related to hazardous  substances or wastes, air emissions and discharges to waste or public systems.                                               8  CHAR1\1635542v6  





 






               “Environmental  Liability”  means  any  liability  (including  any  liability  for  damages,  costs  of  environmental remediation, fines, penalties or indemnities), of the applicable Borrower or any Subsidiary  directly  or  indirectly  resulting  from  or  based  upon  (a)  violation  of  any  Environmental  Law,  (b)  the  generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c)  exposure to any Hazardous Materials, (d) the release of any Hazardous Materials into the environment or  (e)  any  contract,  agreement  or  other  consensual  arrangement  pursuant  to  which  liability  is  assumed  or  imposed with respect to any of the foregoing.           “Equity Interests”  means, with respect to any Person, all of the shares of capital stock of (or other  ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase  or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in)  such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other  ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition  from such Person of such shares (or such other interests), and all of the other ownership or profit interests  in such Person (including partnership, member or trust interests therein), whether voting or nonvoting,  and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of  determination.          “ERISA” means the Employee Retirement Income Security Act of 1974.         “ERISA  Affiliate”  means  any  trade  or  business  (whether  or  not  incorporated)  under  common  control with the applicable Borrower within the meaning of Section 414(b) or (c) of the Internal Revenue  Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to  Section  412  of  the  Internal  Revenue  Code),  and  with  respect  to which  liability  to  such  Borrower  is  reasonably expected to attach.         “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal  of the applicable Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA  during a plan year in which such entity was a “substantial employer” (as defined in Section 4001(a)(2) of  ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA;  (c)  a  complete  or  partial  withdrawal  by  the  applicable  Borrower  or  any  ERISA  Affiliate  from  a  Multiemployer  Plan  or  notification  that  a  Multiemployer  Plan  is  in  reorganization;  (d)  the  filing  of  a  notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section  4041 or 4041A of ERISA, (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f)  any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or  the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan  is considered an at-risk plan or, to the knowledge of the applicable Borrower, that a Multiemployer Plan  is  in  endangered  or  critical  status  within  the  meaning  of  Sections  430,  431  and  432  of  the  Internal  Revenue Code or Sections 303, 304 and 305 of ERISA, as applicable (h) the imposition of any liability  under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of  ERISA, upon the applicable Borrower or any ERISA Affiliate or (i) a failure by the applicable Borrower  or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of  a Pension Plan, whether or not waived, or the failure by such Borrower or any ERISA Affiliate to make  any required contribution to a Multiemployer Plan.         “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the  Loan Market Association (or any successor person), as in effect from time to time.          “Eurodollar Rate” means:                                               9  CHAR1\1635542v6  





 






                      (a)    for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum        equal to the London Interbank Offered Rate as administered by ICE Benchmark Administration        (or any other Person that takes over the administration of such rate for Dollars for a period equal        in length to such Interest Period) (“LIBOR”) as published on the applicable Bloomberg screen        page  (or  such  other  commercially  available  source  providing  such  quotations  as  may  be        designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London        time,  two  (2)  Business  Days  prior  to  the  commencement  of  such  Interest  Period,  for  Dollar        deposits  (for  delivery  on  the  first  day  of  such  Interest  Period)  with  a  term  equivalent  to  such        Interest Period; and                (b)    for any interest calculation with respect to a Base Rate Loan on any date, the rate         per annum equal to LIBOR, at or about 11:00 a.m., London time determined two (2) Business         Days prior to such date for Dollar deposits with a term of one month commencing that day;          provided that if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for        purposes of this Agreement.          “Eurodollar  Rate  Loan”  means  a  Loan  that  bears  interest  at  a  rate  based  on  clause  (a)  of  the  definition of “Eurodollar Rate.”          “Event of Default” has the meaning specified in Section 8.01.         “Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient  or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured  by  net  income  (however  denominated),  franchise  Taxes,  and  branch  profits  Taxes,  in  each  case,  (i)  imposed as a result of such Recipient being organized under the Laws of, or having its principal office or,  in  the  case  of  any  Lender,  its  Lending  Office  located  in,  the  jurisdiction  imposing  such  Tax  (or  any  political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S.  federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect  to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (i)  such  Lender  acquires  such  interest  in  the  Loan  or  Commitment  (other  than  pursuant  to  an  assignment  request by the Borrowers under Section 11.13) or (ii) such Lender changes its Lending Office, except in  each case to the extent that, pursuant to Section 3.01(a)(ii), 3.01(a)(iii) or 3.01(c), amounts with respect to  such  Taxes  were  payable  either  to  such  Lender’s  assignor  immediately  before  such  Lender  became  a  party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to  such  Recipient’s  failure  to  comply  with  Section  3.01(e)  and  (d)  any  U.S.  federal  withholding  Taxes  imposed pursuant to FATCA.          “Existing Credit Agreement” means that certain Credit Agreement, dated as of August 6, 2015,  among RJF, each lender from time to time party thereto, each swing line lender from time to time party  thereto and Bank of America, as administrative agent.          “Facility Fee” has the meaning set forth in Section 2.09(a).          “Facility Termination Date” means the date as of which all of the following shall have occurred:   (a) all  Commitments  have  terminated  and  (b) all  Obligations  arising  under  the  Loan  Documents  have  been paid in full (other than contingent indemnification obligations).           “FASB  ASC”  means  the  Accounting  Standards  Codification  of  the  Financial  Accounting  Standards Board.                                             10  CHAR1\1635542v6  





 






               “FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the Closing  Date  (or  any  amended  or  successor  version  that  is  substantively  comparable  and  not  materially  more  onerous  to  comply  with),  any  current  or  future  regulations  or  official  interpretations  thereof,  any  agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and any fiscal or  regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or  convention among Governmental Authorities entered into in connection with the implementation of the  foregoing.           “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of  the  rates  on  overnight  federal  funds  transactions  with  members of the Federal Reserve System, as  published  by  the  Federal  Reserve  Bank  of  New  York  on  the  Business  Day  next  succeeding  such  day;  provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate  on such transactions on the next preceding Business Day as so published on the next succeeding Business  Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds  Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of  1%) charged to Bank of America on such day on such transactions as determined by the Administrative  Agent.          “FINRA” means the Financial Industry Regulatory Authority, Inc., or any other self-regulatory  body which succeeds to the functions of the Financial Industry Regulatory Authority, Inc.           “Foreign Lender” means (a) if the applicable Borrower is a U.S. Person, a Lender that is not a  U.S. Person, and (b) if such Borrower is not a U.S. Person, a Lender that is resident or organized under  the  Laws  of  a  jurisdiction  other  than  that  in  which  such  Borrower  is  resident  for  tax  purposes.   For  purposes of this definition, the United  States, each  State thereof and the District of Columbia shall be  deemed to constitute a single jurisdiction.           “FRB” means the Board of Governors of the Federal Reserve System of the United States.         “Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to a Swing  Line  Lender,  such  Defaulting  Lender’s  Applicable  Percentage  of Swing  Line  Loans  other  than  Swing  Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other  Lenders in accordance with the terms hereof.          “Fund” means any Person (other than a natural Person) that is (or will be) engaged in making,  purchasing, holding or otherwise investing in commercial loans and similar  extensions of credit in the  ordinary course of its activities.           “GAAP”  means  generally  accepted  accounting  principles  in  the  United  States  set  forth  in  the  opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified  Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or  such other principles as may be approved by a significant segment of the accounting profession in the  United  States,  that  are  applicable  to  the  circumstances  as  of  the  date  of  determination,  consistently  applied.          “Governmental Authority” means the government of the United States or any other nation, or of  any  political  subdivision  thereof,  whether  state  or  local,  and any  agency,  authority,  instrumentality,  regulatory  body,  court,  central  bank  or  other  entity  exercising  executive,  legislative,  judicial,  taxing,  regulatory  or  administrative  powers  or  functions  of  or  pertaining  to  government  (including  any  supra- national bodies such as the European Union or the European Central Bank).                                             11  CHAR1\1635542v6  





 






               “Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person  guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable  or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly,  and  including  any  obligation  of  such  Person,  direct  or  indirect,  (i)  to  purchase  or  pay  (or  advance  or  supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or  lease  property,  securities  or  services  for  the  purpose  of  assuring  the  obligee  in  respect  of  such  Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation,  (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or  level  of  income  or  cash  flow  of  the  primary  obligor  so  as  to  enable  the  primary  obligor  to  pay  such  Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the  obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to  protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of  such  Person  securing  any  Indebtedness  or  other  obligation  of  any  other  Person,  whether  or  not  such  Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any  holder of such Indebtedness to obtain any such Lien).  The amount of any Guarantee shall be deemed to  be  an  amount  equal  to  the  stated  or  determinable  amount  of  the related  primary  obligation,  or  portion  thereof,  in  respect  of  which  such  Guarantee  is  made  or,  if  not stated  or  determinable,  the  maximum  reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.   The term “Guarantee” as a verb has a corresponding meaning.          “Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous  or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or  asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all  other substances or wastes of any nature regulated pursuant to any Environmental Law.            “IFRS”  means  international  accounting  standards  within  the  meaning  of  IAS  Regulation  1606/2002  to  the  extent  applicable  to  the  relevant  financial  statements  delivered  under  or  referred  to  herein.          “Impacted Loans” has the meaning specified in Section 3.03(a).          “Indebtedness”  means,  as  to  any  Person  at  a  particular  time,  without  duplication,  all  of  the  following, whether or not included as indebtedness or liabilities in accordance with GAAP:                 (a)    all  obligations  of  such  Person  for  borrowed  money  and  all  obligations  of  such         Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;                (b)    the  face  amount  of  any  letters  of  credit  (including  standby  and  commercial),         bankers’ acceptances, bank guaranties, surety bonds and similar instruments;                (c)    net obligations of such Person under any Swap Contract;                (d)    all obligations of such Person to pay the deferred purchase price of property or         services, in each case, other than trade accounts payable in the ordinary course of business;                (e)    Indebtedness secured by a Lien on property owned or being purchased by such         Person  (including  indebtedness  arising  under  conditional  sales or  other  title  retention         agreements),  whether  or  not  such  indebtedness  shall  have  been  assumed  by  such  Person  or  is         limited in recourse;                (f)    Attributable Indebtedness;                                             12  CHAR1\1635542v6  





 






                      (g)    all  Indebtedness  for  borrowed  money  of  any  other  Person  which  is  directly  or        indirectly guaranteed by such Person or which such Person has agreed (contingently or otherwise)        to  purchase  or  otherwise  acquire  or  in  respect  of  which  such  Person  has  otherwise  assured  a        creditor against a loss;                (h)    all obligations of such Person to mandatorily purchase, redeem, retire, defease or        otherwise make any payment in respect of any preferred Equity Interest on or prior to the date        that is 91 days following the Maturity Date; and                (i)    all Guarantees of such Person in respect of any of the foregoing.                For all purposes hereof, (x) the Indebtedness of any Person shall include the Indebtedness        of any partnership or joint venture (other than a joint venture that is itself a corporation or limited        liability  company)  in  which  such  Person  is  a  general  partner  or  a  joint  venturer,  unless  such        Indebtedness  is  expressly  made non-recourse  to  such  Person  and (y)  the  amount  of  any  net        obligation under any Swap Contract on any date shall be deemed to be the  Swap Termination        Value thereof as of such date.  Furthermore, it shall be understood and agreed that for purposes of        determining what constitutes Indebtedness of the applicable Borrower or any of its Subsidiaries,        Indebtedness  shall  include  any  obligation  that  would  be  included  in  Consolidated  Funded        Indebtedness.          “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to  any payment made by or on account of any obligation of any Borrower under any Loan Document and (b)  to the extent not otherwise described in clause (a), Other Taxes.          “Indemnitee” has the meaning specified in Section 11.04(b).         “Information” has the meaning specified in Section 11.07.         “Interest Payment Date” means (a) as to any Eurodollar Rate Loan, the last day of each Interest  Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a  Eurodollar Rate Loan exceeds three  months, the respective dates that fall every three  months after the  beginning  of  such  Interest  Period  shall  also  be  Interest  Payment Dates; (b) as to any Base Rate Loan  (including a Swing Line Loan), the last Business Day of each March, June, September and December and  the Maturity Date; and (c) as to any Swing Line Loan based on the LIBOR Market Index Rate, the last  Business Day of each March, June, September and December and the Maturity Date.          “Interest Period”  means,  as to each Eurodollar Rate  Loan, the period commencing on the date  such  Eurodollar  Rate  Loan  is  disbursed  or  converted  to  or  continued  as  a  Eurodollar  Rate  Loan  and  ending on the date one, two, three or six months thereafter, or upon the consent of all Lenders, such other  period that is twelve months or less (in each case, subject to availability), as selected by the applicable  Borrower in its Loan Notice; provided that:                (a)    any Interest Period that would otherwise end on a day that is not a Business Day        shall be extended to the next succeeding Business Day unless such Business Day falls in another        calendar month, in which case such Interest Period shall end on the next preceding Business Day;                 (b)    any Interest Period that begins on the last Business Day of a calendar month (or        on a day for which there is no numerically corresponding day in the calendar month at the end of        such Interest Period) shall end on the last Business Day of the calendar month at the end of such        Interest Period; and                                             13  CHAR1\1635542v6  





 






                      (c)    no Interest Period shall extend beyond the Maturity Date.         “Internal Revenue Code” means the Internal Revenue Code of 1986.         “Investment” means, as to any Person, any direct or indirect acquisition or investment by such  Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person,  (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other  acquisition  of  any  other  debt  or  equity  participation  or  interest  in,  another  Person,  including  any  partnership or joint venture interest in such other Person, or (c) an Acquisition.  For purposes of covenant  compliance, the amount of any Investment shall be the amount actually invested, without adjustment for  subsequent increases or decreases in the value of such Investment.           “IRS” means the United States Internal Revenue Service.         “Laws”  means,  collectively,  all  international,  foreign,  federal,  state  and  local  statutes,  treaties,  rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities,  including the interpretation or administration thereof by any Governmental Authority charged with the  enforcement,  interpretation  or  administration  thereof,  and  all applicable  administrative  orders,  directed  duties,  requests,  licenses,  authorizations  and  permits  of,  and agreements  with,  any  Governmental  Authority, in each case whether or not having the force of Law.         “Lenders” means each of the Persons identified as a “Lender” on the signature pages hereto, each  other Person that becomes a “Lender” in accordance with this Agreement and their successors and assigns  and, as the context requires, includes the Swing Line Lenders.          “Lending Office” means, as to any Lender, the office or offices of such Lender described as such  in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time  to  time  notify  the  Borrowers  and  the Administrative  Agent,  which  office  may  include  any  Affiliate  of  such  Lender  or  any  domestic  or  foreign  branch  of  such  Lender  or  such  Affiliate.   Unless  the  context  otherwise requires each reference to a Lender shall include its applicable Lending Office.          “LIBOR” has the meaning specified in the definition of Eurodollar Rate.          “LIBOR Market Index Rate” means, for any day, in the case of Dollars, the rate for one month  interbank  offered  rate  for  deposits  in  Dollars  appearing  on  the  Bloomberg  Screen  Page  (or  such  other  commercially  available  source  providing  such  quotation  as  may  be  designated  by  the  Administrative  Agent from time to time) at approximately 11:00 a.m. (London time) on such day, or if such day is not a  London Banking Day, then the immediately preceding London Banking Day (or if not so reported, then as  determined by the Administrative Agent from another recognized source or interbank quotation).          “LIBOR Screen Rate” means the LIBOR quote on the applicable screen page the Administrative  Agent  designates  to  determine  LIBOR  (or  such  other  commercially  available  source  providing  such  quotations as may be designated by the Administrative Agent from time to time).          “LIBOR Successor Rate” has the meaning specified in Section 3.03(c).         “LIBOR  Successor  Rate  Conforming  Changes”  means,  with  respect  to  any  proposed  LIBOR  Successor  Rate,  any  conforming  changes  to  the  definition  of  Base  Rate,  Interest  Period,  timing  and  frequency of determining rates and making payments of interest and other administrative matters as may  be appropriate, in the discretion of the Administrative Agent in consultation with the Borrowers, to reflect  the  adoption  of  such  LIBOR  Successor  Rate  and  to  permit  the  administration  thereof  by  the                                             14  CHAR1\1635542v6  





 






         Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative  Agent determines that adoption of any portion of such market practice is not administratively feasible or  that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner  of administration as the Administrative Agent determines is reasonably necessary in connection with the  administration of this Agreement).          “Lien”  means  any  mortgage,  pledge,  hypothecation,  assignment,  deposit  arrangement,  encumbrance,  lien  (statutory  or  other),  charge,  or  preference, priority  or  other  security  interest  or  preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including  any conditional sale or other title retention agreement, any easement, right of way or other encumbrance  on title to real property, and any financing lease having substantially the same economic effect as any of  the foregoing).          “Loan” means an extension of credit by a Lender to a Borrower under Article II in the form of a  Revolving Loan or a Swing Line Loan.          “Loan Documents” means this Agreement and each Note.         “Loan Notice” means a notice of (a) a Borrowing of Revolving Loans, (b) a conversion of Loans  from  one  Type  to  the  other,  or  (c)  a  continuation  of  Eurodollar  Rate  Loans,  in  each  case  pursuant  to  Section 2.02(a), which shall be substantially in the form of Exhibit 2.02 or such other form as may be  approved  by  the  Administrative  Agent  (including  any  form  on  an electronic  platform  or  electronic  transmission  system  as  shall  be  approved  by  the  Administrative Agent)  appropriately  completed  and  signed by a Responsible Officer of the applicable Borrower.          “London Banking Day” means any day on which dealings in Dollar deposits are conducted by  and between banks in the London interbank eurodollar market.           “Master Agreement” has the meaning specified in the definition of “Swap Contract.”         “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect  upon, the business, operations, financial condition, assets, liabilities or properties of any Borrower and its  Subsidiaries  taken  as  a  whole;  (b)  a  material  impairment  of  (i)  the  rights  and  remedies  of  the  Administrative Agent or any Lender under the Loan Documents or (ii) the ability of such Borrower to  perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect  upon the legality, validity, binding effect or enforceability against such Borrower of any Loan Document  to which it is a party.          “Maturity Date” means February 19, 2024; provided, however, that if such date is not a Business  Day, the Maturity Date shall be the next preceding Business Day.          “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.         “Multiemployer  Plan”  means  any  employee  benefit  plan  of  the  type  described  in  Section  4001(a)(3)  of  ERISA,  to  which  any  Borrower  or  any  ERISA  Affiliate  makes  or  is  obligated  to  make  contributions, or during the preceding five plan years, has made or been obligated to make contributions.          “Multiple Employer Plan” means a Plan that has two or more contributing sponsors (including  any Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan  is described in Section 4064 of ERISA.                                             15  CHAR1\1635542v6  





 






               “Net  Capital  Ratio”  means,  as  of  any  date  of  determination,  the  percentage  of  net  capital  to  aggregate debit items of any Person subject to the Net Capital Rule 15c3-1 promulgated by the SEC and  computed in accordance with the Formula for Determination of Reserve Requirements for Brokers and  Dealers, (Exhibit A to Rule 15c3-3).           “Non-Consenting  Lender”  means  any  Lender  that  does  not  approve any consent, waiver or  amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the  terms of Section 11.01 and (b) has been approved by the Required Lenders.         “Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such  time.          “Note” has the meaning specified in Section 2.11(a).         “Notice of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall  be substantially in the form of Exhibit 2.05 or such other form as may be approved by the Administrative  Agent  (including  any  form  on  an  electronic  platform  or  electronic  transmission  system  as  shall  be  approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer.          “Obligations”  means  with  respect to  any  Borrower  all  advances  to,  and  debts,  liabilities,  obligations, covenants and duties of, such Borrower arising under any Loan Document or otherwise with  respect to  any Loan, in each case  whether direct or indirect (including those acquired by assumption),  absolute or contingent, due or to become due, now existing or hereafter arising and including interest and  fees  that  accrue  after  the  commencement  by  or  against  such  Borrower  or  any  Affiliate  thereof  of  any  proceeding  under  any  Debtor  Relief  Laws  naming  such  Person  as  the  debtor  in  such  proceeding,  regardless of whether such interest and fees are allowed claims in such proceeding.         “OFAC”  means  the  Office  of  Foreign  Assets  Control  of  the  United  States  Department  of  the  Treasury.          “Organization Documents” means, (a) with respect to any corporation, the certificate or articles  of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any  non-U.S.  jurisdiction);  (b) with  respect  to  any  limited  liability  company,  the  certificate  or  articles  of  formation or organization and operating agreement or limited liability company agreement (or equivalent  or comparable documents with respect to any non-U.S. jurisdiction); (c) with respect to any partnership,  joint  venture,  trust  or  other  form  of  business  entity,  the  partnership,  joint  venture  or  other  applicable  agreement of formation or organization (or equivalent or comparable documents with respect to any non- U.S.  jurisdiction)  and  (d) with  respect  to  all  entities,  any  agreement,  instrument,  filing  or  notice  with  respect thereto filed in connection with its formation or organization with the applicable Governmental  Authority in the jurisdiction of its formation or organization (or equivalent or comparable documents with  respect to any non-U.S. jurisdiction).         “Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a  present or former connection between such Recipient and the jurisdiction imposing such Tax (other than  connections  arising  from  such  Recipient  having  executed,  delivered, become a party to, performed its  obligations under, received payments under, received or perfected a security interest under, engaged in  any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any  Loan or Loan Document).          “Other  Taxes”  means  all  present  or  future  stamp,  court  or  documentary,  intangible,  recording,  filing  or  similar  Taxes  that  arise  from  any  payment  made  under,  from  the  execution,  delivery,                                             16  CHAR1\1635542v6  





 






         performance, enforcement or registration of, from the receipt or perfection of a security interest under, or  otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes  imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).         “Outstanding Amount” means with respect to any Loans on any date, the aggregate outstanding  principal  amount  thereof  after  giving  effect  to  any  borrowings and  prepayments  or  repayments  of  any  Loans occurring on such date.          “Participant” has the meaning specified in Section 11.06(d).         “Participant Register” has the meaning specified in Section 11.06(d).         “PBGC” means the Pension Benefit Guaranty Corporation.         “Pension Act” means the Pension Protection Act of 2006.         “Pension  Funding  Rules” means  the  rules  of  the  Internal  Revenue  Code  and ERISA  regarding  minimum  required  contributions  (including  any  installment  payment  thereof)  to  Pension  Plans  and  set  forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the  Internal  Revenue  Code  and  Section  302  of  ERISA,  each  as  in  effect  prior  to  the  Pension  Act  and,  thereafter, Section 412, 430, 431, 432 and 436 of the Internal Revenue Code and Sections 302, 303, 304  and 305 of ERISA.          “Pension Plan” means any “employee pension benefit plan” (including a Multiple Employer Plan,  or  a  Multiemployer  Plan)  that  is  maintained  or  is  contributed  to  by  the  applicable  Borrower  and  any  ERISA Affiliate thereof or with respect to which the applicable Borrower or any ERISA Affiliate thereof  has  any  liability  and  is  either  covered  by  Title  IV  of  ERISA  or  is  subject  to  the  minimum  funding  standards under Section 412 of the Internal Revenue Code.          “Permitted Acquisition” means any Acquisition; provided that (a) no Default shall have occurred  and  be  continuing  or  would  result  from  such  Acquisition,  and  (b)  the  applicable  Borrower  shall  be  in  compliance with the financial covenants set forth in Section 7.11(a) or (b), as applicable, on a pro forma  basis after giving effect to such Acquisition.          “Permitted Liens” means, at any time, Liens in respect of property of the applicable Borrower or  any Subsidiary permitted to exist at such time pursuant to the terms of Section 7.01.         “Person”  means any natural person, corporation, limited liability company, trust, joint venture,  association, company, partnership, Governmental Authority or other entity.          “Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including  a  Pension  Plan,  but  other  than  a  Multiemployer  Plan),  maintained  for  employees  of  the  applicable  Borrower or any ERISA Affiliate thereof or any such Plan to which the applicable Borrower any ERISA  Affiliate thereof is required to contribute on behalf of any of its employees.          “Platform” has the meaning specified in Section 6.02.         “PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor,  as any such exemption may be amended from time to time.          “Public Lender” has the meaning specified in Section 6.02.                                             17  CHAR1\1635542v6  





 






               “Recipient” means the Administrative Agent, any Lender or any other recipient of any payment  to be made by or on account of any obligation of any Borrower hereunder.         “Register” has the meaning specified in Section 11.06(c).         “Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners,  directors,  officers,  employees,  agents,  trustees,  administrators,  managers,  advisors,  consultants,  service  providers and representatives of such Person and of such Person’s Affiliates.          “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than  events for which the applicable notice period has been waived.          “Request  for  Credit  Extension”  means  (a)  with  respect  to  a  Borrowing,  conversion  or  continuation of Revolving Loans, a Loan Notice and (b) with respect to a Swing Line Loan, a Swing Line  Loan Notice.          “Required  Lenders”  means,  at  any  time,  Lenders  having  Total  Credit  Exposures  representing  more  than  50%  of  the  Total  Credit  Exposures  of  all  Lenders.   The  Total  Credit  Exposure  of  any  Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that the  amount of any participation in any Swing Line Loan that such Defaulting Lender has failed to fund that  has not been reallocated to and funded by another Lender shall be deemed to be held by the applicable  Swing Line Lender in making such determination.          “Resignation Effective Date” has the meaning specified in Section 9.06.         “Responsible  Officer”  means  the chief  executive  officer,  president,  chief  financial  officer,  treasurer,  assistant  treasurer,  general  partner  or  controller  of  the  applicable  Borrower,  and,  solely  for  purposes  of  the  delivery  of  incumbency  certificates,  the  secretary  or  any  assistant  secretary  of  such  Borrower and, solely for purposes of notices given pursuant to Article II, any other officer or employee of  such Borrower so designated by any of the foregoing officers in a notice to the Administrative Agent or  any other officer or employee of such Borrower designated in or pursuant to an agreement between such  Borrower  and  the  Administrative  Agent.   Any  document  delivered hereunder  that  is  signed  by  a  Responsible Officer of the applicable Borrower shall be conclusively presumed to have been authorized  by  all  necessary  corporate,  partnership  and/or  other  action  on the  part  of  such  Borrower  and  such  Responsible Officer shall be conclusively presumed to have acted on behalf of such Borrower.  To the  extent  requested  by  the  Administrative  Agent,  each  Responsible Officer  will  provide  an  incumbency  certificate and appropriate authorization documentation, in form and substance reasonably satisfactory to  the Administrative Agent.          “Restricted  Payment”  means  any  dividend  or  other  distribution  (whether  in  cash,  securities  or  other  property)  with  respect  to  any  Equity  Interests  of  any  Person,  or  any  payment  (whether  in  cash,  securities or other property), including any sinking fund or similar deposit, on account of the purchase,  redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interests  or  on  account  of  any  return  of  capital  to  such  Person’s  stockholders,  partners  or  members  (or  the  equivalent Person thereof), or any option, warrant or other right to acquire any such dividend or other  distribution or payment.          “Revolving Commitment” means, as to each Lender, (a) its obligation to make Revolving Loans  to each Borrower pursuant to Section 2.01 and (b) purchase participations in Swing Line Loans, in an  aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such  Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender                                             18  CHAR1\1635542v6  





 






         becomes a party hereto or in any documentation executed by such Lender pursuant to Section 2.01(b), as  applicable as such amount may be adjusted from time to time in accordance with this Agreement.          “Revolving  Credit  Exposure”  means,  as  to  any  Lender  at  any  time,  the  aggregate  principal  amount at such time of its outstanding Revolving Loans and its participation in outstanding Swing Line  Loans.          “Revolving Loan” has the meaning specified in Section 2.01(a)(i).         “RJA” has the meaning specified in the introductory paragraph hereto.          “RJF” has the meaning specified in the introductory paragraph hereto.          “RJF Sublimit” means $300,000,000.         “S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and  any successor thereto.          “Sale and Leaseback Transaction” means, with respect to any Person, any arrangement, directly  or  indirectly,  whereby  such  Person  shall  sell  or  transfer  any  property  used  or  useful  in  its  business,  whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that  it intends to use for substantially the same purpose or purposes as the property being sold or transferred.          “Sanction(s)”  means  any  sanction administered  or  enforced  by  the  United  States  Government,  including  OFAC,  the  United  Nations  Security  Council,  the  European  Union,  Her  Majesty’s  Treasury  (“HMT”) or other relevant sanctions authority.         “Scheduled Unavailability Date” has the meaning specified in Section 3.03(c).          “SEC”  means  the  Securities  and  Exchange  Commission,  or  any  Governmental  Authority  succeeding to any of its principal functions.          “Securitization  Transaction”  means,  with  respect  to  any  Person,  any  financing  transaction  or  series of financing transactions (including factoring arrangements) pursuant to which such Person or any  Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, accounts,  payments,  receivables,  rights  to  future  lease  payments  or  residuals  or  similar  rights  to  payment  to  a  special purpose subsidiary or affiliate of such Person.          “Subsidiary”  of  a  Person  means  a  corporation,  partnership,  joint  venture,  limited  liability  company  or other  business  entity  of  which  (a)  a  majority of  the  shares  of  Voting  Stock  is  at  the  time  beneficially owned by such Person and (b) is required to be consolidated into the financial statements of  such  Person  in  accordance  with  GAAP.   Unless  otherwise  specified,  all  references  herein  to  a  “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the applicable Borrower.          “Swap  Contract”  means  (a)  any  and  all  rate  swap  transactions,  basis  swaps,  credit  derivative  transactions,  forward  rate  transactions,  commodity  swaps,  commodity  options,  forward  commodity  contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or  forward  bond  or  forward  bond price  or  forward  bond  index  transactions,  interest  rate  options,  forward  foreign  exchange  transactions,  cap  transactions,  floor  transactions,  collar  transactions,  currency  swap  transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar  transactions or any combination of any of the foregoing (including any options to enter into any of the                                             19  CHAR1\1635542v6  





 






         foregoing), whether or not any such transaction is governed by or subject to any master agreement, and  (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and  conditions of, or governed by, any form of master agreement published by the International Swaps and  Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master  agreement  (any  such  master  agreement,  together  with  any  related  schedules,  a  “Master  Agreement”),  including any such obligations or liabilities under any Master Agreement.          “Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking  into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a)  for  any  date  on  or  after  the  date  such  Swap  Contracts  have  been  closed  out  and  termination  value(s)  determined  in  accordance  therewith,  such  termination  value(s)  and  (b)  for  any  date  prior  to  the  date  referenced  in  clause  (a),  the  amount(s)  determined  as  the  mark-to-market  value(s)  for  such  Swap  Contracts,  as  determined  based  upon  one  or  more  mid-market  or  other  readily  available  quotations  provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate  of a Lender).          “Swing Line Commitment” means, as to each Swing Line Lender, its obligation to make Swing  Line Loans to each Borrower pursuant to Section 2.04 in an aggregate principal amount at any one time  outstanding  not  to  exceed,  when  added  to  its  pro  rata  share  of all  Revolving  Loans  outstanding,  its  individual Commitment hereunder.          “Swing Line Lender” means each of Bank of America, Citibank, N.A., JPMorgan Chase Bank,  N.A., Regions Bank, U.S. Bank National Association and any other Lender that agrees to provide Swing  Line Loans in its sole discretion (and with the consent of the Borrowers and the Administrative Agent), in  each case its capacity as provider of Swing Line Loans up to its Swing Line Commitment.          “Swing Line Loan” has the meaning specified in Section 2.04(a)(i).         “Swing  Line  Loan  Notice”  means  a  notice  of  a  Borrowing  of  Swing  Line  Loans  pursuant  to  Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit 2.04 or such other form  as is approved by the Administrative Agent (including any form on an electronic platform or electronic  transmission  system  as  shall  be  approved  by  the  Administrative Agent),  appropriately  completed  and  signed by a Responsible Officer of the applicable Borrower.          “Synthetic  Lease  Obligation”  means  the  monetary  obligation of a Person under (a) a so-called  synthetic,  off-balance  sheet  or  tax  retention  lease,  or  (b)  an agreement  for  the  use  or  possession  of  property creating obligations that do not appear on the balance sheet of such Person but which, upon the  insolvency  or  bankruptcy  of  such  Person,  would  be  characterized  as  the  indebtedness  of  such  Person  (without regard to accounting treatment).          “Taxes”  means  all  present  or  future  taxes,  levies,  imposts,  duties,  deductions,  withholdings  (including  backup  withholding),  assessments,  fees  or  other  charges  imposed  by  any  Governmental  Authority, including any interest, additions to tax or penalties applicable thereto.          “Threshold Amount” means $75,000,000.         “Total Credit Exposure” means, as to any Lender at any time, the unused Commitments of such  Lender at such time and the Revolving Credit Exposure of such Lender at such time.          “Total  Revolving  Outstandings”  means  the  aggregate  Outstanding Amount  of  all  Revolving  Loans and all Swing Line Loans.                                             20  CHAR1\1635542v6  





 






               “Type” means, with respect to any Loan, its character as a Base Rate Loan or a Eurodollar Rate  Loan.          “United States” and “U.S.” mean the United States of America.          “U.S.  Person”  means  any  Person  that  is  a  “United  States  Person”  as  defined  in  Section  7701(a)(30) of the Internal Revenue Code.          “U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(3).         “Voting  Stock”  means,  with  respect  to  any  Person,  Equity  Interests  issued  by  such  Person  the  holders  of  which  are  ordinarily, in  the  absence  of  contingencies,  entitled  to  vote  for  the  election  of  directors (or persons performing similar functions) of such Person, even though the right so to vote has  been suspended by the happening of such a contingency.         “Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the  write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In  Legislation  for  the  applicable  EEA  Member  Country,  which  write-down  and  conversion  powers  are  described in the EU Bail-In Legislation Schedule.      1.02   Other Interpretive Provisions.         With  reference  to  this  Agreement  and  each  other  Loan  Document, unless  otherwise  specified  herein or in such other Loan Document:                (a)    The  definitions  of  terms  herein  shall  apply  equally  to  the  singular  and  plural        forms of the terms defined.  Whenever the context may require, any pronoun shall include the        corresponding  masculine,  feminine  and  neuter  forms.   The  words “include,”  “includes”  and        “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will”        shall be construed to have the same meaning and effect as the word “shall.”  Unless the context        requires  otherwise,  (i)  any  definition  of  or  reference  to  any  agreement,  instrument  or  other        document  (including  any  Loan  Document  or  Organization  Document)  shall  be  construed  as        referring  to  such  agreement,  instrument  or  other  document  as  from  time  to  time  amended,        modified,  extended,  restated,  replaced  or  supplemented  from  time  to  time  (subject  to  any        restrictions on such amendments, supplements or modifications set forth herein or in any other         Loan  Document),  (ii)  any  reference  herein  to  any  Person  shall  be  construed  to  include  such         Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and        words of similar import when used in any Loan Document, shall be construed to refer to such        Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a        Loan  Document  to  Articles,  Sections,  Preliminary Statements,  Exhibits  and Schedules  shall  be        construed  to  refer  to  Articles  and  Sections  of,  Preliminary  Statements  of  and  Exhibits  and        Schedules to, the Loan Document in which such references appear, (v) any reference to any Law        shall include all statutory and regulatory rules, regulations, orders and provisions consolidating,        amending, replacing or interpreting such Law and any reference to any Law or regulation shall,        unless  otherwise  specified,  refer  to  such  Law  or  regulation  as amended,  modified,  extended,        restated, replaced or supplemented from time to time, and (vi) the words “asset” and “property”        shall  be  construed  to  have  the  same  meaning  and  effect  and  to  refer  to  any  and  all  assets  and        properties,  tangible  and  intangible,  real  and  personal,  including  cash,  securities,  accounts  and        contract rights.                                              21  CHAR1\1635542v6  





 






                      (b)    In the computation of periods of time from a specified date to a later specified        date, the word “from” means “from and including;” the words “to” and “until” each mean “to but        excluding;” and the word “through” means “to and including.”                (c)    Section  headings  herein  and  in  the  other  Loan  Documents  are  included  for        convenience  of  reference  only  and  shall  not  affect  the  interpretation  of  this  Agreement  or  any        other Loan Document.                (d)    Any  reference  herein  to  a  merger,  transfer,  consolidation,  amalgamation,        consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply        to a division of or by a limited liability company, or an allocation of assets to a series of a limited        liability  company  (or  the  unwinding  of  such  a  division  or  allocation),  as  if  it  were  a  merger,        transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or        similar  term,  as  applicable,  to,  of  or  with  a  separate  Person. For  all  purposes  under  the  Loan        Documents,  in  connection  with  any  division  or  plan  of  division under  Delaware  law  (or  any        comparable  event  under  a  different  jurisdiction’s  laws):  (a)  if  any  asset,  right,  obligation  or        liability of any Person becomes the asset, right, obligation or liability of a different Person, then it        shall be deemed to have been transferred from the original Person to the subsequent Person, and        (b)  if  any  new  Person  comes  into  existence,  such  new  Person  shall  be  deemed  to  have  been        organized on the first date of its existence by the holders of its Equity Interests at such time.      1.03   Accounting Terms.                (a)    Generally.   All  accounting  terms  not  specifically  or  completely  defined  herein        shall be construed in conformity with, and all financial data (including financial ratios and other         financial calculations) required to be submitted pursuant to this Agreement shall be prepared in         conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a         manner  consistent  with  that  used  in  preparing  the  Audited  Financial  Statements,  except  as         otherwise  specifically  prescribed  herein.   Notwithstanding  the foregoing,  for  purposes  of         determining compliance with any covenant (including the computation of any financial covenant)         contained herein, Indebtedness of any Borrower and its Subsidiaries shall be deemed to be carried         at  100%  of  the  outstanding  principal  amount  thereof,  and  the  effects  of  FASB  ASC  825  on         financial liabilities shall be disregarded.                (b)    Changes in GAAP.  If at any time any change in GAAP (including the adoption        of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan        Document, and either the Borrowers or the Required Lenders shall so request, the Administrative         Agent,  the  Lenders  and  the  Borrowers  shall  negotiate  in  good  faith  to  amend  such  ratio  or         requirement to preserve the original intent thereof in light of such change in GAAP (subject to the         approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement        shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the        Borrowers  shall  provide  to  the  Administrative  Agent  and  the  Lenders  financial  statements  and        other  documents  required  under  this  Agreement  or  as  reasonably requested  hereunder  setting        forth  a  reconciliation  between  calculations  of  such  ratio  or  requirement  made  before  and  after        giving effect to such change in GAAP.  Without limiting the foregoing, leases shall continue to be        classified  and  accounted  for  on  a  basis  consistent  with  that  reflected  in  the  Audited  Financial        Statements  for  all  purposes  of  this  Agreement,  notwithstanding any  change  in  GAAP  relating        thereto,  unless  the  parties  hereto  shall  enter  into  a  mutually acceptable  amendment  addressing        such changes, as provided for above.      1.04   Rounding.                                            22  CHAR1\1635542v6  





 






               Any financial ratios required to be maintained by any Borrower pursuant to this Agreement shall  be calculated by dividing the appropriate component by the other component, carrying the result to one  place more than the number of places by which such ratio is expressed herein and rounding the result up  or down to the nearest number (with a rounding-up if there is no nearest number).      1.05   Times of Day; Rates.         Unless otherwise specified, all references herein to times of day shall be references to Eastern  time  (daylight  or  standard,  as  applicable).   The  Administrative  Agent  does  not  warrant,  nor  accept  responsibility, nor shall the Administrative Agent have any liability with respect to the administration,  submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to  any comparable or successor rate thereto.                                        ARTICLE II                                                                  THE COMMITMENTS AND CREDIT EXTENSIONS      2.01   Revolving Loans.                  (a)    Revolving Loans.                         (i)   Subject  to  the  terms  and  conditions  set  forth  herein,  each  Lender                severally agrees to make loans (each such loan, a “Revolving Loan”) to RJF in Dollars                from time to time on any Business Day during the Availability Period in an aggregate                amount not to exceed at any time outstanding the amount of such Lender’s Revolving                Commitment; provided, however, that after giving effect to any Borrowing of Revolving                Loans  by  RJF,  (i)  the  Total  Revolving  Outstandings  shall  not  exceed  the  Aggregate                Revolving Commitments, (ii) the Total Revolving Outstandings to RJF shall not exceed                the RJF Sublimit, (iii) the aggregate Outstanding Amount of the Revolving Loans of any                Lender  plus  such  Lender’s  Applicable  Percentage  of  the  Outstanding  Amount  of  all                Swing Line Loans shall not exceed such Lender’s Commitment and (iv) the Outstanding                Amount of Revolving Loans of any Swing Line Lender plus the aggregate Outstanding                Amount of Swing Line Loans made by such Swing Line Lender shall not exceed such                Swing  Line  Lender’s  Commitment.  Within  the  limits  of  each  Lender’s  Revolving                Commitment,  and  subject  to  the  other  terms  and  conditions  hereof,  RJF  may  borrow                under  this  Section  2.01,  prepay  under  Section  2.05,  and  reborrow  under  this  Section                2.01.  Revolving Loans to RJF may be Base Rate Loans or Eurodollar Rate Loans, or a                combination thereof, as further provided herein, provided, however, all Borrowings by                RJF  made  on  the  Closing  Date  shall  be  made  as  Base  Rate  Loans, unless  a  funding                indemnity  letter  in  form  and  substance  reasonably  satisfactory to  the  Administrative                Agent is received at least three Business Days prior to the Closing Date (along with the                applicable Loan Notice).                        (ii)  Subject  to  the  terms  and  conditions  set  forth  herein,  each  Lender                severally agrees to make Revolving Loans to RJA in Dollars from time to time on any                Business Day during the Availability Period in an aggregate amount not to exceed at any                time  outstanding  the  amount  of  such  Lender’s  Revolving  Commitment;  provided,                however,  that  after  giving  effect  to  any  Borrowing  of  Revolving  Loans,  (i)  the  Total                Revolving  Outstandings  shall  not  exceed  the  Aggregate  Revolving  Commitments,  (ii)                the  aggregate  Outstanding  Amount  of  the  Revolving  Loans  of  any Lender  plus  such                Lender’s  Applicable  Percentage  of  the  Outstanding  Amount  of  all  Swing  Line  Loans                                             23  CHAR1\1635542v6  





 






                       shall  not  exceed  such  Lender’s  Commitment  and  (iii)  the  Outstanding  Amount  of                Revolving Loans of any Swing Line Lender plus the aggregate Outstanding Amount of                Swing Line Loans made by such Swing Line Lender shall not exceed such Swing Line                Lender’s Commitment. Within the limits of each Lender’s Revolving Commitment, and                subject  to  the  other  terms  and  conditions  hereof,  RJA  may  borrow  under  this  Section                2.01,  prepay  under  Section  2.05,  and  reborrow  under  this  Section  2.01.   Revolving                Loans  to  RJA  may  be  Base  Rate  Loans  or  Eurodollar  Rate  Loans,  or  a  combination                thereof, as further provided herein, provided, however, all Borrowings by RJA made on                the Closing Date shall be made as Base Rate Loans, unless a funding indemnity letter in                form and substance reasonably satisfactory to the Administrative Agent is received at                least  three  Business  Days  prior  to  the  Closing  Date  (along  with  the  applicable  Loan                Notice).                (b)    Increases of the Aggregate Revolving Commitments.  The Borrowers shall have        the right, upon at least five Business Days’ prior written notice to the Administrative Agent, to        increase the Aggregate Revolving Commitments by up to $250,000,000 in the aggregate in one or        more  increases,  at  any  time  prior  to  the  Maturity  Date,  subject,  however,  in  any  such  case,  to        satisfaction of the following conditions precedent:                        (i)   the Aggregate Revolving Commitments shall not exceed $750,000,000                without the consent of the Required Lenders;                        (ii)  no Default shall have occurred and be continuing on the date on which                such increase is to become effective;                        (iii) the representations and warranties set forth in Article V shall be true and                correct in all material respects (or, if any such representation or warranty is qualified by                materiality  or  Material  Adverse  Effect,  it  shall  be  true  and  correct  in  all  respects  as                drafted) on and as of the date on which such increase is to become effective, except to                the extent that such representations and warranties specifically refer to an earlier date, in                which  case  they  shall  be  true  and  correct  in  all  material  respects  (or,  if  any  such                representation or warranty is qualified by materiality or Material Adverse Effect, it shall                be true and correct in all respects as drafted) as of such earlier date;                        (iv)  such  increase  shall  be  in  a  minimum  amount  of  $10,000,000  and  in                integral multiples of $5,000,000 in excess thereof;                        (v)   such  requested  increase  shall  only  be  effective  upon  receipt  by the                Administrative  Agent  of  (A)  additional  Revolving  Commitments  in  a  corresponding                amount of such requested increase from either existing Lenders and/or one or more other                institutions  that  qualify  as  Eligible  Assignees  (it  being  understood  and  agreed  that  no                existing Lender shall be required to provide an additional Revolving Commitment) and                (B)  documentation  from  each  institution  providing  an  additional  Revolving                Commitment evidencing its additional Revolving Commitment and its obligations under                this Agreement in form and substance acceptable to the Administrative Agent;                        (vi)  the Administrative Agent shall have received all documents (including                resolutions of the board of directors of the Borrowers) it may reasonably request relating                to the corporate or other necessary authority for such increase and the validity of such                increase  in  the  Aggregate  Revolving  Commitments,  and  any  other matters  relevant                                             24  CHAR1\1635542v6  





 






                       thereto, all in form and substance reasonably satisfactory to the Administrative Agent;                and                        (vii) if any Revolving Loans are outstanding at the time of the increase in the                Aggregate  Revolving  Commitments,  the  Borrowers  shall,  if  applicable,  prepay  one  or                more existing Revolving Loans (such prepayment to be subject to Section 3.05) in an                amount  necessary  such  that  after  giving  effect  to  the  increase in  the  Aggregate                Revolving  Commitments,  each  Lender  will  hold  its  pro  rata  share  (based  on  its                Applicable  Percentage  of  the  increased  Aggregate  Revolving  Commitments)  of                outstanding Revolving Loans.                (c)    Several Liability.  Each Borrower shall be liable on a several, but not joint, basis        for  its  Borrowings  and  Obligations  hereunder  and  neither  Borrower  shall  be  liable  for  the        Borrowings or Obligations of the other Borrower hereunder.      2.02   Borrowings, Conversions and Continuations of Revolving Loans.                (a)    Each  Borrowing,  each  conversion  of  Revolving  Loans  from  one  Type  to  the         other,  and  each  continuation  of  Eurodollar  Rate  Loans  shall  be made  upon  the  applicable         Borrower’s  irrevocable  notice  to  the  Administrative  Agent,  which  may  be  given  by  (A)         telephone,  or  (B)  a  Loan  Notice;  provided  that  any  telephonic  notice  must  be  confirmed        immediately by delivery to the Administrative Agent of a Loan Notice.  Each such Loan Notice        must be received by the Administrative Agent not later than 12:00 noon (i) three Business Days        prior to the requested date of any Borrowing of, conversion to or continuation of, Eurodollar Rate        Loans  or  of  any  conversion  of  Eurodollar  Rate  Loans  to  Base  Rate  Loans,  and  (ii)  on  the        requested  date  of  any  Borrowing  of  Base  Rate  Loans.   Each  Borrowing  of,  conversion  to  or        continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole        multiple of $1,000,000 in excess thereof.  Except as provided in Section 2.04(c), each Borrowing        of  or  conversion  to  Base  Rate  Loans  shall  be  in  a  principal  amount  of  $1,000,000  or  a  whole        multiple of $500,000 in excess thereof.  Each Loan Notice shall specify (i) whether the applicable        Borrower  is  requesting  a  Borrowing,  a  conversion  of  Loans  from one Type to the other, or a        continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or        continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of        Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which        existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with        respect thereto.  If the applicable Borrower fails to specify a Type of a Loan in a Loan Notice or        if such Borrower fails to give a timely notice requesting a conversion or continuation, then the        applicable  Loans  shall  be  made  as,  or  converted  to,  Base  Rate  Loans.  Any  such  automatic        conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in        effect with respect to the applicable Eurodollar Rate Loans.  If the applicable Borrower requests a        Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any Loan Notice, but        fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one        month.  Notwithstanding  anything  to  the  contrary  herein,  a  Swing Line Loan may not be        converted.                (b)    Following  receipt  of  a  Loan  Notice,  the  Administrative  Agent  shall  promptly         notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no         timely  notice  of  a  conversion  or  continuation  is  provided  by  the  applicable  Borrower,  the         Administrative Agent shall notify each Lender of the details of any automatic conversion to Base         Rate Loans described in the preceding subsection.  In the case of a Borrowing, each Lender shall         make  the  amount  of  its  Loan  available  to  the  Administrative  Agent  in  immediately  available                                            25  CHAR1\1635542v6  





 






               funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified        in the applicable Loan Notice.  Upon satisfaction of the applicable conditions set forth in Section        4.02  (and,  if  such  Borrowing  is  the  initial  Credit  Extension,  Section  4.01),  the  Administrative        Agent  shall  make  all  funds  so  received  available  to  the  applicable  Borrower  in  like  funds  as         received by the Administrative Agent either by (i) crediting the account of such Borrower on the         books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in         each  case  in  accordance  with  instructions  provided  to  (and  reasonably  acceptable  to)  the         Administrative Agent by such Borrower.                (c)    Except as otherwise provided herein, a Eurodollar Rate Loan may be continued         or converted only on the last day of an Interest Period for such Eurodollar Rate Loan.  During the         existence of an Event of Default, no Loans may be requested as, converted to or continued as        Eurodollar  Rate  Loans  without  the  consent  of  the  Required  Lenders,  and  unless  repaid,  each        outstanding  Eurodollar  Rate  Loan  shall  be  converted  to  a  Base  Rate  Loan  at  the  end  of  the        Interest Period applicable thereto.                (d)    The Administrative Agent shall promptly notify the applicable Borrower and the        Lenders  of  the  interest  rate  applicable  to  any  Interest  Period for  Eurodollar  Rate  Loans  upon        determination  of  such  interest  rate.   At  any  time  that  Base  Rate  Loans  are  outstanding,  the        Administrative Agent shall notify the applicable Borrower and the Lenders of any change in Bank        of  America’s  prime  rate  used  in  determining  the  Base  Rate  promptly  following  the  public        announcement of such change.                (e)    After giving effect to all Borrowings, all conversions of Loans from one Type to        the  other,  and  all  continuations  of  Loans  as  the  same  Type,  there  shall  not  be  more  than  ten        Interest Periods in effect.                (f)    Notwithstanding  anything  to  the  contrary  in  this  Agreement,  any  Lender  may        exchange, continue or rollover all of the portion of its Loans in connection with any refinancing,        extension,  loan  modification  or  similar  transaction  permitted  by  the  terms  of  this  Agreement,        pursuant  to  a  cashless  settlement  mechanism  approved  by  the  applicable  Borrower,  the        Administrative Agent and such Lender.                (g)    This Section 2.02 shall not apply to Swing Line Loans.      2.03   [Reserved].      2.04   Swing Line Loans.                (a)    Swing Line Facility.                          (i)   Subject  to  the  terms  and  conditions  set  forth  herein,  each  Swing  Line                Lender, in reliance upon the agreements of the other Lenders set forth in this Section                2.04, shall unless (i) any Lender at such time is a Defaulting Lender and (ii) a Swing                Line Lender has not entered into arrangements satisfactory to it with the Borrowers or                such  Defaulting  Lender  to  eliminate  the  Swing  Line  Lender’s  actual  or  potential                Fronting  Exposure  (after  giving  effect  to  Section  2.15(a)(iv)) with  respect  to  such                Defaulting  Lender  (in  which  case a  Swing  Line  Lender  may  in  its  discretion),  make                loans (each such loan, a “Swing Line Loan”) to RJF in Dollars from time to time on any                Business Day during the Availability Period; provided, however, that after giving effect                to any Borrowing of Swing Line Loans by RJF, (i) the Total Revolving Outstandings                                             26  CHAR1\1635542v6  





 






                       shall  not  exceed  the  Aggregate  Revolving  Commitments,  (ii)  the Total  Revolving                Outstandings to RJF shall not exceed the RJF Sublimit, (iii) the aggregate Outstanding                Amount  of  the  Revolving  Loans  of any  Lender  plus  such  Lender’s Applicable                Percentage of the Outstanding Amount of all Swing Line Loans (other than with respect                to any Swing Line Loans made by such Lender in its capacity as a Swing Line Lender)                plus  the  Outstanding  Amount  of  all  Swing  Line  Loans  made  by  such  Lender  in  its                capacity as a Swing Line Lender (less the amount of participations funded by the other                Lenders  in  such  Swing  Line  Loans)  shall  not  exceed  such  Lender’s  Revolving                Commitment and (iv) the Outstanding Amount of Revolving Loans of any Swing Line                Lender  plus  the  aggregate  Outstanding  Amount  of  Swing  Line  Loans  made  by  such                Swing Line Lender shall not exceed such Swing Line Lender’s Commitment; provided,                further, that RJF shall not use the proceeds of any Swing Line Loan to refinance any                outstanding  Swing  Line  Loan.   Within  the  foregoing  limits,  and subject  to  the  other                terms  and  conditions  hereof,  RJF  may  borrow  under  this  Section 2.04,  prepay  under                Section 2.05, and reborrow under this Section 2.04.  Each Swing Line Loan to RJF shall                bear interest only at a rate based on the Base Rate or the LIBOR Market Index Rate.                 Immediately  upon  the  making  of  a  Swing  Line  Loan  to  RJF,  each  Lender  shall  be                deemed  to,  and  hereby  irrevocably  and  unconditionally  agrees  to,  purchase  from  a                Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to                the  product  of  such  Lender’s  Applicable  Percentage  times  the  amount  of  such  Swing                Line Loan.                        (ii)  Subject  to  the  terms  and  conditions  set  forth  herein,  each  Swing  Line                Lender, in reliance upon the agreements of the other Lenders set forth in this Section                2.04, shall unless (i) any Lender at such time is a Defaulting Lender and (ii) a Swing                Line Lender has not entered into arrangements satisfactory to it with the Borrowers or                such  Defaulting  Lender  to  eliminate  the  Swing  Line  Lender’s  actual  or  potential                Fronting  Exposure  (after  giving  effect  to  Section  2.15(a)(iv)) with  respect  to  such                Defaulting  Lender  (in  which  case a  Swing  Line  Lender  may  in  its  discretion),  make                Swing Line Loans to RJA in Dollars from time to time on any Business Day during the                Availability  Period;  provided,  however,  that  after  giving  effect  to  any  Borrowing  of                Swing Line Loans by RJA, (i) the Total Revolving Outstandings shall not exceed the                Aggregate  Revolving  Commitments,  (ii)  the  aggregate  Outstanding  Amount  of  the                Revolving  Loans  of  any  Lender  plus  such  Lender’s  Applicable  Percentage  of  the                Outstanding  Amount  of  all  Swing  Line  Loans  (other  than  with  respect  to  any  Swing                Line  Loans  made  by  such  Lender  in  its  capacity  as  a  Swing  Line Lender)  plus  the                Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a                Swing  Line  Lender  (less  the  amount  of  participations  funded  by the  other  Lenders  in                such  Swing  Line  Loans)  shall  not  exceed  such  Lender’s  Revolving  Commitment  and                (iii) the Outstanding Amount of Revolving Loans of any Swing Line Lender plus the                aggregate Outstanding Amount of Swing Line Loans made by such Swing Line Lender                shall  not  exceed  such  Swing  Line  Lender’s  Commitment;  provided,  further,  that  RJA                shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing                Line Loan.  Within the foregoing limits, and subject to the other terms and conditions                hereof,  RJA  may  borrow  under  this  Section  2.04,  prepay  under  Section  2.05,  and                reborrow under this Section 2.04.  Each Swing Line Loan to RJA shall bear interest only                at a rate based on the Base Rate or the LIBOR Market Index Rate.  Immediately upon                the making of a Swing Line Loan to RJA, each Lender shall be deemed to, and hereby                irrevocably  and  unconditionally agrees  to,  purchase  from  a  Swing  Line  Lender  a  risk                participation  in  such  Swing  Line  Loan  in  an  amount  equal  to  the  product  of  such                Lender’s Applicable Percentage times the amount of such Swing Line Loan.                                            27  CHAR1\1635542v6  





 






                      (b)    Borrowing  Procedures.   Each  Borrowing  of  Swing  Line  Loans  shall be made        upon the applicable Borrower’s irrevocable notice to the applicable Swing Line Lender and the        Administrative Agent, which may be given by (A) telephone or (B) a Swing Line Loan Notice;        provided, that, each telephonic notice by such Borrower pursuant to this Section 2.04(b) must be        confirmed  promptly  by  delivery  to  the  applicable  Swing  Line  Lender  and  the  Administrative        Agent  of  a  written  Swing  Line  Loan  Notice,  appropriately  completed  and  signed  by  a        Responsible  Officer  of  such  Borrower.   Each  such  notice  must  be  received  by  the  applicable        Swing  Line  Lender  and  the  Administrative  Agent  not  later  than  3:00  p.m.  on  the  requested        borrowing  date,  and  shall  specify  (i)  the  amount  to  be  borrowed,  which  shall  be  a  minimum        principal amount of $100,000 and integral multiples of $100,000 in excess thereof, (ii) whether        such Swing Line Loan shall bear interest at the Base Rate or at the LIBOR Market Index Rate and        (iii) the requested borrowing date, which shall be a Business Day.  If the applicable Borrower        fails  to  specify  whether  such  Swing  Line  Loan  should  bear  interest  at  the  Base  Rate  or  at  the        LIBOR Market Index Rate, then the applicable Swing Line Loan shall bear interest at the Base        Rate.   Each  such  telephonic  notice  must  be  confirmed  promptly  by  delivery  to  the  applicable        Swing  Line  Lender  and  the  Administrative  Agent  of  a  written  Swing  Line  Loan  Notice,        appropriately  completed  and  signed  by  a  Responsible  Officer  of the  applicable  Borrower.         Promptly after receipt by the applicable Swing Line Lender of any telephonic Swing Line Loan        Notice, such Swing Line Lender will confirm with the Administrative Agent (by telephone or in        writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not,        such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the        contents thereof.  Unless the applicable Swing Line Lender has received notice (by telephone or        in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:30        p.m.  on  the  date  of  the  proposed  Borrowing  of  Swing  Line  Loans (A)  directing  a  Swing Line        Lender  not  to  make  such  Swing  Line  Loan  as  a  result  of  the  limitations  set  forth  in  the  first        proviso to the first sentence of Section 2.04(a)(i) or 2.04(a)(ii), as applicable, or (B) that one or        more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the        terms and conditions hereof, the applicable Swing Line Lender shall, on or before the later of (x)        4:00 p.m. and (y) two hours after receipt of the Swing Line Loan Notice on the borrowing date        specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to        the applicable Borrower either by (i) crediting the account of such Borrower on the books of such        Swing Line Lender with the amount of such funds or (ii) wire transfer of such funds, in each case        in accordance with instructions provided to (and reasonably acceptable to) the applicable Swing        Line Lender by such Borrower.                (c)    Refinancing of Swing Line Loans.                       (i)    Each Swing Line Lender at any time in its sole and absolute discretion               may  request,  on  behalf  of  any  Borrower  (which  hereby  irrevocably  authorizes  each               Swing Line Lender to so request on its behalf), that each Lender make a Revolving Loan               that is a Base Rate Loan in an amount equal to such Lender’s Applicable Percentage of               the  amount  of  Swing  Line  Loans  held  by  such  Swing  Line  Lender  then  outstanding.                Such  request  shall  be  made  in  writing  (which  written  request  shall  be  deemed  to  be  a               Loan  Notice  for  purposes  hereof) and  in  accordance  with  the  requirements  of  Section               2.02,  without  regard  to  the  minimum  and  multiples  specified  therein for the principal               amount of Base Rate Loans, but subject to the conditions set forth in Section 4.02 (other               than the delivery of a Loan Notice); provided that, after giving effect to such Borrowing,               the  Total  Revolving  Outstandings  shall  not  exceed  the  Aggregate  Revolving               Commitments.  The applicable Swing Line Lender shall furnish the applicable Borrower               with a copy of the applicable Loan Notice promptly after delivering such notice to the               Administrative  Agent.   Each  Lender  shall  make  an  amount  equal  to  its  Applicable                                            28  CHAR1\1635542v6  





 






                      Percentage of the amount specified in such Loan Notice available to the Administrative               Agent  in  immediately  available  funds  for  the  account  of  the  applicable  Swing  Line               Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified               in  such  Loan  Notice,  whereupon,  subject  to  Section  2.04(c)(ii),  each  Lender  that  so               makes funds available shall be deemed to have made a Base Rate Loan to the applicable               Borrower in such amount.  The Administrative Agent shall remit the funds so received to               the applicable Swing Line Lender.                       (ii)  If for any reason any Swing Line Loan cannot be refinanced by such a               Borrowing  of  Revolving  Loans  in  accordance  with  Section  2.04(c)(i), the request for               Revolving  Loans  that  are  Base  Rate  Loans  submitted  by  the  applicable  Swing  Line               Lender as set forth herein shall be deemed to be a request by the applicable Swing Line               Lender  that  each  of  the  Lenders  fund  its  risk  participation  in the  relevant  Swing  Line               Loan  and  each  Lender’s  payment  to  the  Administrative  Agent  for the  account  of  the               applicable Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in               respect of such participation.                       (iii)  If any Lender fails to make available to the Administrative Agent for the               account of a Swing Line Lender any amount required to be paid by such Lender pursuant               to  the  foregoing  provisions  of  this  Section  2.04(c)  by  the  time  specified  in  Section               2.04(c)(i), such Swing Line Lender shall be entitled to recover from such Lender (acting               through the Administrative Agent), on demand, such amount with interest thereon for the               period  from  the  date  such  payment  is  required  to  the  date  on  which  such  payment  is               immediately available to such Swing Line Lender at a rate per annum equal to the greater               of  the  Federal  Funds  Rate  and  a  rate  determined  by  such  Swing  Line  Lender  in               accordance  with  banking  industry rules  on  interbank  compensation,  plus  any               administrative,  processing  or  similar  fees  customarily  charged by  such  Swing  Line               Lender in connection with the foregoing.  If such Lender pays such amount (with interest               and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan               included  in  the  relevant  Borrowing  or  funded  participation  in  the  relevant  Swing  Line               Loan, as the case may be.  A certificate of the applicable Swing Line Lender submitted to               any Lender (through the Administrative Agent) with respect to any amounts owing under               this clause (iii) shall be conclusive absent manifest error.                       (iv)  Each Lender’s obligation to make Revolving Loans or to purchase and               fund  risk  participations  in  Swing  Line  Loans  pursuant  to  this  Section  2.04(c)  shall  be               absolute and unconditional and shall not be affected by any circumstance, including (A)               any setoff, counterclaim, recoupment, defense or other right that such Lender may have               against  a  Swing  Line  Lender,  any  Borrower  or  any  other  Person  for  any  reason               whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence,               event or condition, whether or not similar to any of the foregoing; provided, however,               that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.04(c) is               subject to the conditions set forth in Section 4.02.  No such funding of risk participations               shall  relieve  or  otherwise  impair  the  obligation  of  the  applicable  Borrower  to  repay               Swing Line Loans, together with interest as provided herein.                (d)    Repayment of Participations.                       (i)    At  any  time  after  any  Lender  has  purchased  and  funded  a  risk               participation  in  a  Swing  Line  Loan,  if  a  Swing  Line  Lender  receives  any  payment  on               account of such Swing Line Loan, such Swing Line Lender will distribute to such Lender                                            29  CHAR1\1635542v6  





 






                      its Applicable Percentage thereof in the same funds as those received by such Swing Line               Lender.                       (ii)  If any payment received by a Swing Line Lender in respect of principal               or interest on any Swing Line Loan is required to be returned by such Swing Line Lender               under  any  of  the  circumstances  described  in  Section  11.05  (including  pursuant  to  any               settlement  entered  into  by  the  applicable  Swing  Line  Lender  in its  discretion),  each               Lender shall pay to the applicable Swing Line Lender its Applicable Percentage thereof               on  demand  of  the  Administrative  Agent,  plus  interest  thereon  from  the  date  of  such               demand  to  the  date  such  amount  is  returned,  at  a  rate  per  annum equal to the Federal               Funds Rate.  The Administrative Agent will make such demand upon the request of the               applicable  Swing  Line  Lender.   The  obligations  of  the  Lenders  under  this  clause  shall               survive the payment in full of the Obligations and the termination of this Agreement.                (e)    Interest for Account of Swing Line Lenders.  Each Swing Line Lender shall be        responsible for invoicing the applicable Borrower for interest on the Swing Line Loans.  Until        each Lender funds its Revolving Loans that are Base Rate Loans or risk participation pursuant to        this  Section  2.04  to  refinance  such  Lender’s  Applicable  Percentage  of  any  Swing  Line  Loan,        interest in respect of such Applicable Percentage shall be solely for the account of the applicable        Swing Line Lender.                (f)    Payments Directly to Swing Line Lender.  Each Borrower shall make  all        payments of principal and interest in respect of the Swing Line Loans directly to the applicable        Swing Line Lender.      2.05   Prepayments.                (a)    Revolving  Loans.  Each  Borrower  may,  upon  delivery  of  a  Notice  of  Loan        Prepayment from such Borrower to the Administrative Agent, at any time or from time to time        voluntarily prepay Revolving Loans in whole or in part without premium or  penalty; provided        that (A) such Notice of Loan Prepayment must be received by the Administrative Agent not later        than  12:00  noon  (1)  three  Business  Days  prior  to  any  date  of  prepayment  of  Eurodollar  Rate        Loans  and  (2)  on  the  date  of  prepayment  of  Base  Rate  Loans;  (B)  any  such  prepayment  of        Eurodollar  Rate  Loans  shall  be  in  a  principal  amount  of  $5,000,000  or  a  whole  multiple  of        $1,000,000 in excess thereof (or, if less, the entire  principal amount thereof then outstanding);        and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a        whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then        outstanding).  Each such notice shall specify the date and amount of such prepayment and the        Type(s)  of  Loans  to  be  prepaid  and,  if  Eurodollar  Rate  Loans  are  to  be  prepaid,  the  Interest        Period(s)  of  such  Loans.   The  Administrative  Agent  will  promptly  notify  each  Lender  of  its        receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such        prepayment.   If  such  notice  is  given  by  any  Borrower,  such  Borrower  shall  make  such        prepayment and the payment amount specified in such notice shall be due and payable on the date         specified  therein;  provided  that,  if  a  notice  of  prepayment  is given  in  connection  with  a        conditional notice of termination of the Aggregate Revolving Commitments as contemplated by        Section  2.06,  then  such  notice  of  prepayment  may  be  revoked  if such  notice  of  termination  is        revoked in accordance with Section 2.06.  Any prepayment of a Eurodollar Rate Loan shall be        accompanied by all accrued interest on the amount prepaid, together with any additional amounts        required pursuant to Section 3.05.  Subject to Section 2.15, each such prepayment shall be applied        to the Loans of the Lenders in accordance with their respective Applicable Percentages.                                             30  CHAR1\1635542v6  





 






                      (b)    Swing  Line  Loans.   Each  Borrower  may,  upon  notice  to  the  applicable  Swing        Line  Lender  (with  a  copy  to  the  Administrative  Agent),  at  any  time  or  from  time  to  time,        voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided        that (i) such notice must be received by the applicable Swing Line Lender and the Administrative        Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall        be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof        (or, if less, the entire principal thereof then outstanding).  Each such notice shall specify the date        and amount of such prepayment.  If such notice is given by any Borrower, such Borrower shall        make such prepayment and the payment amount specified in such notice shall be due and payable        on the date specified therein.                (c)    Mandatory  Prepayment.   If  for  any  reason  at  any  time  (i)  the  Total  Revolving        Outstandings to RJF exceed the RJF Sublimit then in effect then RJF shall immediately prepay        Loans  in  an  aggregate  amount  equal  to  such  excess  or  (ii)  the  Total  Revolving  Outstandings        exceed the Aggregate Revolving Commitments then in effect, one or both of the Borrowers shall        immediately prepay Loans in an aggregate amount equal to such excess.      2.06   Termination or Reduction of Aggregate Revolving Commitments.                 (a)    The  Borrowers  may,  upon  notice  to  the  Administrative  Agent,  terminate  the        Aggregate  Revolving  Commitments,  or  from  time  to  time  permanently  reduce  the  Aggregate        Revolving  Commitments;  provided,  that,  (i)  any  such  notice  shall  be  received  by  the        Administrative  Agent  not  later  than  12:00  noon  three  Business  Days  prior  to  the  date  of        termination  or  reduction,  (ii)  any  such  partial  reduction  shall  be  in  an  aggregate  amount  of        $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not        terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to        any  concurrent  prepayments  hereunder,  the  Total  Revolving  Outstandings  would  exceed  the        Aggregate  Revolving  Commitments,  and  (iv)  if  the  Aggregate  Revolving  Commitments  are        reduced  below  $300,000,000,  the  RJF  Sublimit  shall  be  reduced  to  an  amount  equal  to  the        Aggregate Revolving Commitments.  The Administrative Agent will promptly notify the Lenders        of any such notice of termination or reduction of the Aggregate Revolving Commitments.  Any        reduction  of  the  Aggregate  Revolving  Commitments  shall  be  applied  to  the  Revolving        Commitment of each Lender according to its Applicable Percentage.  All fees accrued until the        effective date of any termination of the Aggregate Revolving Commitments shall be paid on the        effective date of such termination.         Notwithstanding the foregoing, a notice of termination of the Aggregate Revolving Commitments  delivered by the Borrowers may state that such notice is conditioned upon the effectiveness of other credit  facilities, in which case such notice may be revoked by the Borrowers (by notice to the Administrative  Agent on or prior to the specified effective date) if such condition is not satisfied.                (b)    RJF may, upon notice to the Administrative Agent, terminate the RJF Sublimit,        or from time to time permanently reduce the RJF Sublimit; provided that (i) any such notice shall        be received by the Administrative Agent not later than 12:00 noon three Business Days prior to        the  date  of  termination  or  reduction,  (ii)  any  such  partial  reduction  shall  be  in  an  aggregate        amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) RJF shall        not  terminate  or  reduce  the  RJF  Sublimit  if,  after  giving  effect  thereto  and  to  any  concurrent        prepayments  hereunder,  the  Total  Revolving  Outstandings  of  RJF would  exceed  the  RJF        Sublimit.   The  Administrative  Agent  will  promptly  notify  the  Lenders  of  any  such  notice  of        termination or reduction of the RJF Sublimit, including any reduction pursuant to Section 2.06(a).                                             31  CHAR1\1635542v6  





 






            2.07   Repayment of Loans.                (a)    Revolving  Loans.   Each  Borrower  shall  severally  repay  to  the  Lenders  on  the        Maturity  Date  the  aggregate  principal  amount  of  all  Revolving  Loans  of  such  Borrower        outstanding on such date.                (b)    Swing Line Loans.  Each Borrower shall severally repay each Swing Line Loan        of such Borrower on the earlier of (i) ten (10) Business Days after such Swing Line Loan was        made and (ii) the Maturity Date; provided that no Swing Line Loan can be repaid with another        Swing Line Loan.        2.08   Interest.                (a)    Subject to the provisions of subsection (b) below, (i) each Revolving Loan that is         a Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each         Interest  Period  at  a  rate  per  annum  equal  to  the  sum  of  the  Eurodollar  Rate  for  such  Interest         Period plus the Applicable Rate for the applicable Borrower, (ii) each Revolving Loan that is a        Base  Rate  Loan  shall  bear  interest  on  the  outstanding  principal  amount  thereof  from  the        applicable  borrowing  date  at  a  rate  per  annum  equal  to  the  sum of  the  Base  Rate  plus  the        Applicable Rate for the applicable Borrower and (iii) each Swing Line Loan shall bear interest on        the outstanding principal amount thereof from the applicable borrowing date at a rate per annum        equal to, at the applicable Borrower’s option, (x) the Base Rate plus the Applicable Rate for the        applicable  Borrower  or  (y)  the  LIBOR  Market  Index  Rate  plus  the  Applicable  Rate  for  the        applicable Borrower.                (b)    (i)    If any amount of principal of any Loan is not paid when due, whether at        stated  maturity,  by  acceleration  or  otherwise,  such  amount  shall  thereafter  bear  interest  at  a        fluctuating  interest  rate  per  annum  at  all  times  equal  to  the  Default  Rate  to  the  fullest  extent        permitted by applicable Laws.                       (ii)   If  any  amount  (other  than  principal  of  any  Loan)  payable  by  any               Borrower under any Loan Document is not paid when due, whether at stated maturity, by               acceleration or otherwise, then upon the request of the Required Lenders, such amount               shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to               the Default Rate to the fullest extent permitted by applicable Laws.                       (iii)  Accrued and unpaid interest on past due amounts (including interest on                past due interest) shall be due and payable upon demand.                (c)    Interest  on  each  Loan  shall  be  due  and  payable  in  arrears  on  each  Interest         Payment  Date  applicable  thereto  and  at  such  other  times  as  may be  specified  herein.   Interest         hereunder  shall  be  due  and  payable  in  accordance  with  the  terms  hereof  before  and  after         judgment, and before and after the commencement of any proceeding under any Debtor Relief         Law.      2.09   Fees.                (a)    Facility  Fee.   The  Borrowers  shall  pay  to  the  Administrative  Agent,  for  the        account of each Lender in accordance with its Applicable Percentage, a facility fee equal to the        product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving        Commitments (or, if the Aggregate Revolving Commitments have terminated, on the Outstanding                                             32  CHAR1\1635542v6  





 






               Amount of all Loans), regardless of usage, subject to adjustment as provided in Section 2.15 (the        “Facility  Fee”).  The  Facility  Fee  shall  accrue  at  all  times  during  the  Availability  Period  (and        thereafter so long as any Loans remain outstanding), including at any time during which one or        more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears        on the last Business Day of each March, June, September and December, commencing with the        first such date to occur after the Closing Date, and on the last day of the Availability Period (and,        if  applicable,  thereafter  on  demand);  provided,  that  (A)  no  Facility  Fee  shall  accrue  on  the        Revolving  Commitment  of  a  Defaulting  Lender  so  long  as  such  Lender  shall  be  a  Defaulting        Lender  and  (B)  any  Facility  Fee  accrued  with  respect  to  the  Revolving  Commitment  of  a        Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender        and unpaid at such time shall not be payable by any Borrower so long as such Lender shall be a        Defaulting Lender.  The Facility Fee shall be calculated quarterly in arrears, and if there is any        change in the Applicable Rate during any quarter, the actual daily amount shall be computed and        multiplied  by  the  Applicable  Rate  separately  for  each  period  during  such  quarter  that  such        Applicable  Rate  was  in  effect.   For  purposes  of  clarification, Swing  Line  Loans  shall  not  be        counted towards or considered usage of the Aggregate Revolving Commitments for purposes of        determining the facility fee.                (b)    Other Fees. The Borrowers shall pay to the Lenders such fees as shall have been        separately agreed upon in writing in the amounts and at the times so specified.  Such fees shall be        fully earned when paid and shall not be refundable for any reason whatsoever.      2.10   Computation of Interest and Fees.         All  computations  of  interest  for  Base  Rate  Loans  (including  Base  Rate  Loans  determined  by  reference to the Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may  be, and actual days elapsed.  All other computations of fees and interest shall be made on the basis of a  360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid  than if computed on the basis of a 365-day year).  Interest shall accrue on each Loan for the day on which  the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or  such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall,  subject to Section 2.12(a), bear interest for one day.  Each determination by the Administrative Agent of  an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.      2.11   Evidence of Debt.                (a)    The Credit Extensions made by each Lender shall be evidenced by one or more        accounts or records maintained by such Lender and by the Administrative Agent in the ordinary        course of business.  The accounts or records maintained by the Administrative Agent and each        Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by        the Lenders to any Borrower and the interest and payments thereon.  Any failure to so record or         any error in doing so shall not, however, limit or otherwise affect the obligation of any Borrower         hereunder to pay any amount owing with respect to the Obligations.  In the event of any conflict         between the accounts and records maintained by any Lender and the accounts and records of the         Administrative Agent in respect of such matters, the accounts and records of the Administrative         Agent  shall  control  in  the  absence  of  manifest  error.   Upon  the  request  of  any  Lender  made         through  the  Administrative  Agent,  each  Borrower  shall  execute  and  deliver  to  such  Lender         (through the Administrative Agent) a promissory note, which shall evidence such Lender’s Loans         in  addition  to  such  accounts  or  records.   Each  such  promissory note  shall  be  in  the  form  of         Exhibit 2.11(a) (a “Note”).  Each Lender may attach schedules to its Note and endorse thereon the        date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.                                            33  CHAR1\1635542v6  





 






                      (b)    In addition to the accounts and records referred to in subsection (a), each Lender        and  the  Administrative  Agent  shall  maintain  in  accordance  with its  usual  practice  accounts  or        records evidencing the purchases and sales by such Lender of participations in Swing Line Loans.         In the event of any conflict between the accounts and records maintained by the Administrative        Agent and the accounts and records of any Lender in respect of such matters, the accounts and        records of the Administrative Agent shall control in the absence of manifest error.      2.12   Payments Generally; Administrative Agent’s Clawback.                (a)    General.  All payments to be made by any Borrower shall be made free and clear        of  and  without  condition  or  deduction  for  any  counterclaim,  defense,  recoupment  or  setoff.         Except as otherwise expressly provided herein, all payments by any Borrower hereunder shall be        made  to  the  Administrative  Agent,  for  the  account  of  the  respective  Lenders  to  which  such        payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available        funds  not  later  than  2:00  p.m.  on  the  date  specified  herein.   The  Administrative  Agent  will        promptly  distribute  to  each  Lender  its  Applicable  Percentage  (or  other  applicable  share  as        provided  herein)  of  such  payment  in  like  funds  as  received  by  wire  transfer  to  such  Lender’s        Lending  Office.   All  payments  received  by  the  Administrative  Agent  after  2:00  p.m.  shall  be        deemed received on the next succeeding Business Day and any applicable interest or fee shall        continue to accrue.  If any payment to be made by any Borrower shall come due on a day other        than  a  Business  Day,  payment  shall  be  made  on  the  next  following  Business  Day,  and  such        extension of time shall be reflected in computing interest or fees, as the case may be.                (b)    (i)    Funding by Lenders; Presumption by Administrative Agent.  Unless the        Administrative Agent shall have received notice from a Lender prior to the proposed date of any        Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior        to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the        Administrative  Agent  such  Lender’s  share  of  such  Borrowing,  the  Administrative  Agent  may        assume that such Lender has made such share available on such date in accordance with Section        2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share        available in accordance with and at the time required by Section 2.02) and may, in reliance upon        such assumption, make available to the applicable Borrower a corresponding amount.  In such        event,  if  a  Lender  has  not  in  fact  made  its  share  of  the  applicable  Borrowing  available  to  the        Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to        pay to the Administrative Agent forthwith on demand such corresponding amount in immediately        available funds with interest thereon, for each day from and including the date such amount is        made  available  to  the  applicable  Borrower  to  but  excluding  the date  of  payment  to  the        Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of        the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with        banking industry rules on interbank compensation, plus any administrative, processing or similar        fees customarily charged by the Administrative Agent in connection with the foregoing, and (B)        in the case of a payment to be made by such Borrower, the interest rate applicable to Base Rate        Loans.  If the applicable Borrower and such Lender shall pay such interest to the Administrative        Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to        such Borrower the amount of such interest paid by such Borrower for such period.  If such Lender        pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid         shall constitute such Lender’s Loan included in such Borrowing.  Any payment by the applicable        Borrower shall be without prejudice to any claim such Borrower may have against a Lender that        shall have failed to make such payment to the Administrative Agent.                                              34  CHAR1\1635542v6  





 






                              (ii)  Payments  by  Borrowers;  Presumptions  by  Administrative  Agent.                 Unless  the  Administrative  Agent shall  have  received  notice  from  the  applicable                Borrower prior to the date on which any payment is due to the Administrative Agent for                the account of the Lenders hereunder that such Borrower will not make such payment,                the Administrative Agent may assume that such Borrower has made such payment on                such date in accordance herewith and may, in reliance upon such assumption, distribute                to the Lenders the amount due.  In such event, if the applicable Borrower has not in fact                made  such  payment,  then  each  of  the  Lenders  severally  agrees  to  repay  to  the                Administrative Agent forthwith on demand the amount so distributed to such Lender, in                immediately available funds with interest thereon, for each day from and including the                date  such  amount  is  distributed  to  it  to  but  excluding  the  date  of  payment  to  the                Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by                the  Administrative  Agent  in  accordance  with  banking  industry  rules  on  interbank                compensation.          A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount  owing under this subsection (b) shall be conclusive, absent manifest error.                (c)    Failure  to  Satisfy  Conditions  Precedent.   If  any  Lender  makes  available  to  the        Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing         provisions of this Article II, and such funds are not made available to the applicable Borrower by        the Administrative Agent because the conditions to the applicable Credit Extension set forth in        Article  IV  are  not  satisfied  or  waived  in  accordance  with  the  terms  hereof,  the  Administrative        Agent  shall  return  such  funds  (in  like  funds  as  received  from  such  Lender)  to  such  Lender,        without interest.                (d)    Obligations  of  Lenders  Several.   The  obligations  of  the  Lenders  hereunder  to        make  Loans,  to  fund  participations  in  Swing  Line  Loans  and  to  make  payments  pursuant  to        Section 11.04(c) are several and not joint.  The failure of any Lender to make any Loan, to fund        any  such  participation  or  to  make  any  payment  under  Section  11.04(c)  on  any  date  required        hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date,         and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to         purchase its participation or to make its payment under Section 11.04(c).                (e)    Funding  Source.   Nothing  herein  shall  be  deemed  to  obligate  any  Lender  to        obtain the funds for any Loan in any particular place or manner or to constitute a representation        by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or        manner.      2.13   Sharing of Payments by Lenders.         If  any  Lender  shall,  by  exercising  any  right  of  setoff  or  counterclaim  or  otherwise,  obtain  payment in respect of any principal of or interest on any of the Loans made by it, or the participations in  Swing  Line  Loans  held  by  it,  resulting  in  such  Lender’s  receiving  payment  of  a  proportion  of  the  aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata  share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the  Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans  and subparticipations in Swing Line Loans of the other Lenders, or make such other adjustments as shall  be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance  with  the  aggregate  amount  of  principal  of  and  accrued  interest on  their  respective  Loans  and  other  amounts owing them, provided that:                                            35  CHAR1\1635542v6  





 






                              (i)   if any such participations or subparticipations are purchased and all or                any  portion  of  the  payment  giving  rise  thereto  is  recovered,  such  participations  or                subparticipations shall be rescinded and the purchase price restored to the extent of such                recovery, without interest; and                        (ii)  the provisions of this Section shall not be construed to apply to (A) any                payment made by or on behalf of any Borrower pursuant to and in accordance with the                express  terms  of  this  Agreement  (including  the  application  of  funds  arising  from  the                existence  of  a  Defaulting  Lender)  or  (B)  any  payment  obtained  by  a  Lender  as                consideration  for  the  assignment  of  or  sale  of  a  participation in any of its Loans or                subparticipations  in  Swing  Line  Loans  to  any  assignee  or  participant,  other  than  an                assignment  to  any  Borrower  or  any  Subsidiary  (as  to  which  the  provisions  of  this                Section shall apply).         Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under  applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements  may  exercise  against  such  Borrower rights  of  setoff  and  counterclaim  with  respect  to  such  participation  as  fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.      2.14   [Reserved].      2.15   Defaulting Lenders.                (a)    Adjustments.   Notwithstanding  anything  to  the  contrary  contained  in  this        Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no        longer a Defaulting Lender, to the extent permitted by applicable Law:                        (i)   Waivers and Amendments.  Such Defaulting Lender’s right to approve                or disapprove any amendment, waiver or consent with respect to this Agreement shall be                restricted as set forth in the definition of “Required Lenders” and Section 11.01.                        (ii)  Defaulting Lender Waterfall.  Any payment of principal, interest, fees                or  other  amounts  received  by  the  Administrative  Agent  for  the  account  of  such                Defaulting  Lender  (whether  voluntary  or  mandatory,  at  maturity,  pursuant  to  Article                VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender                pursuant to Section 11.08 shall be applied at such time or times as may be determined by                the Administrative Agent as follows: first, to the payment of any amounts owing by such                Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a                pro  rata  basis  on  any  amounts  owing  by  that  Defaulting  Lender  to  the  Swing  Line                Lenders hereunder; third, as the Borrowers may request (so long as no Default exists), to                the funding of any Loan in respect of which such Defaulting Lender has failed to fund                its portion thereof as required by this Agreement, as determined by the Administrative                Agent; fourth, if so determined by the Administrative Agent and the Borrowers, to be                held  in  a  deposit  account  and  released  pro  rata  in  order  to  satisfy  such  Defaulting                Lender’s  potential  future  funding  obligations  with  respect  to  Loans  under  this                Agreement; fifth, to the payment of any amounts owing to the Lenders or Swing Line                Lenders as a result of any judgment of a court of competent jurisdiction obtained by any                Lender  or  Swing  Line  Lender  against  such  Defaulting  Lender  as  a  result  of  such                Defaulting Lender’s breach of its obligations under this Agreement; sixth, so long as no                Default exists, to the payment of any amounts owing to any Borrower as a result of any                judgment of a court of competent jurisdiction obtained by such Borrower against such                                             36  CHAR1\1635542v6  





 






                       Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under                this Agreement; and seventh, to such Defaulting Lender or as otherwise directed by a                court of competent jurisdiction; provided, that, if (x) such payment is a payment of the                principal amount of any Loans in respect of which such Defaulting Lender has not fully                funded  its  appropriate  share,  and (y)  such  Loans  were  made  at  a  time  when  the                conditions  set  forth  in  Section 4.02  were  satisfied  or  waived, such  payment  shall  be                applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior                to being applied to the payment of any Loans of such Defaulting Lender until such time                as all Loans and funded and unfunded participations in Swing Line Loans are held by                the  Lenders  pro  rata  in  accordance  with  the  Commitments  hereunder  without  giving                effect  to  Section  2.15(a)(iv).  Any  payments,  prepayments  or  other  amounts  paid  or                payable  to  a  Defaulting  Lender  that  are  applied  (or  held)  to  pay  amounts  owed  by  a                Defaulting  Lender  pursuant  to  this  Section  2.15(a)(ii)  shall  be  deemed  paid  to  and                redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.                         (iii) Certain Fees. No Defaulting Lender shall be entitled to receive any fee                payable under Section 2.09(a) for any period during which that Lender is a Defaulting                Lender  (and  no  Borrower  shall  be  required  to  pay any  such  fee  that  otherwise  would                have been required to have been paid to that Defaulting Lender).                        (iv)  Reallocation  of  Applicable  Percentages  to  Reduce  Fronting  Exposure.                 All or any part of such Defaulting Lender’s participation in Swing Line Loans shall be                reallocated  among  the  Non-Defaulting  Lenders  in  accordance  with  their  respective                Applicable  Percentages  (calculated  without  regard  to  such  Defaulting  Lender’s                Commitment) but only to the extent that (x) the conditions set forth in Section 4.02 are                satisfied at the time of such reallocation (and, unless the Borrowers shall have otherwise                notified the Administrative Agent at such time, the Borrowers shall be deemed to have                represented and warranted that such conditions are satisfied at such time), and (y) such                reallocation  does  not  cause  the  aggregate  Revolving  Credit  Exposure  of  any  Non-               Defaulting  Lender  to  exceed  such Non-Defaulting  Lender’s  Commitment.   Subject  to                Section 11.19, no reallocation hereunder shall constitute a waiver or release of any claim                of  any  party  hereunder  against  a  Defaulting  Lender  arising  from  that  Lender  having                become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result                of such Non-Defaulting Lender’s increased exposure following such reallocation.                       (v)    Repayment of Swing Line Loans.  If the reallocation described in clause               (a)(iv)  above  cannot,  or  can  only  partially,  be  effected,  the  Borrowers  shall,  without               prejudice to any right or remedy available to it hereunder or under applicable Law prepay               Swing Line Loans, pro rata, in an amount equal to each Swing Line Lender’s Fronting               Exposure.                (b)    Defaulting  Lender  Cure.   If  the  applicable  Borrower  (so  long  as  no  Event  of        Default has occurred and is continuing), the Administrative Agent and the Swing Line Lenders        agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so        notify the parties hereto, whereupon as of the effective date specified in such notice and subject to        any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that        portion of outstanding Loans of the other Lenders or take such other actions as the Administrative        Agent may determine to be necessary to cause the Loans and funded and unfunded participations        in  Swing  Line  Loans  to  be  held  on  a  pro  rata  basis  by  the  Lenders  in  accordance  with  their        Applicable  Percentages  (without  giving  effect  to  Section  2.15(a)(iv)),  whereupon  such  Lender        will  cease  to  be  a  Defaulting  Lender;  provided  that  no  adjustments  will  be  made  retroactively                                            37  CHAR1\1635542v6  





 






               with respect to fees accrued or payments made by or on behalf of the applicable Borrower while        that  Lender  was  a  Defaulting  Lender;  provided,  further,  that  except  to  the  extent  otherwise        expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender        will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s        having been a Defaulting Lender.                                          ARTICLE III                                                                   TAXES, YIELD PROTECTION AND ILLEGALITY      3.01   Taxes.                (a)    Payments  Free  of  Taxes;  Obligation  to  Withhold;  Payments  on  Account  of        Taxes.                        (i)   Any  and  all  payments  by  or  on  account  of  any  obligation  of  any                Borrower under any Loan Document shall be  made without deduction or withholding                for  any  Taxes,  except  as  required  by  applicable  Laws.   If  any  applicable  Laws  (as                determined  in  the  good  faith  discretion  of  the  Administrative  Agent)  require  the                deduction  or  withholding  of  any  Tax  from  any  such  payment  by  the  Administrative                Agent  or  any  Borrower,  then  the  Administrative  Agent  or  such  Borrower  shall  be                entitled to make such deduction or withholding, upon the basis of the information and                documentation to be delivered pursuant to subsection (e) below.                        (ii)  If  any  Borrower  or  the  Administrative  Agent  shall  be  required  by the                Internal Revenue Code to withhold or deduct any Taxes, including both United States                Federal  backup  withholding  and  withholding  taxes,  from  any  payment,  then  (A)  the                Administrative Agent shall withhold or make such deductions as are determined by the                Administrative Agent to be required based upon the information and documentation it                has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely                pay  the  full  amount  withheld  or  deducted  to  the  relevant  Governmental  Authority  in                accordance with the Internal Revenue Code, and (C) to the extent that the withholding or                deduction is made on account of Indemnified Taxes, the sum payable by such Borrower                shall be increased as necessary so that after any required withholding or the making of                all  required  deductions  (including deductions  applicable  to  additional  sums  payable                under this Section 3.01) the applicable Recipient receives an amount equal to the sum it                would have received had no such withholding or deduction been made.                        (iii) If any Borrower or the Administrative Agent shall be required by any                applicable Laws other than the Internal Revenue Code to withhold or deduct any Taxes                from any payment, then (A) such Borrower or the Administrative Agent, as required by                such  Laws,  shall  withhold  or  make  such  deductions  as  are  determined  by  it  to  be                required  based  upon  the  information  and  documentation  it  has  received  pursuant  to                subsection  (e)  below,  (B)  such  Borrower  or  the  Administrative  Agent,  to  the  extent                required  by  such  Laws,  shall  timely  pay  the  full  amount  withheld  or  deducted  to  the                relevant Governmental Authority in accordance with such Laws, and (C) to the extent                that  the  withholding  or  deduction  is  made  on  account  of  Indemnified  Taxes,  the  sum                payable  by  such  Borrower  shall  be  increased  as  necessary  so  that  after  any  required                withholding or the making of all required deductions (including deductions applicable to                additional  sums  payable  under  this  Section  3.01)  the  applicable  Recipient  receives  an                                             38  CHAR1\1635542v6  





 






                       amount equal to the sum it would have received had no such withholding or deduction                been made.                (b)    Payment of Other Taxes by the Borrowers.  Without limiting the provisions of        subsection (a) above, each Borrower shall timely pay to the relevant Governmental Authority in        accordance with applicable Laws, or at the option of the Administrative Agent timely reimburse it        for the payment of, any Other Taxes.                (c)    Tax  Indemnifications.   (i)  Each  Borrower  shall,  and  does  hereby,  severally        indemnify  each  Recipient,  and  shall  make  payment  in  respect  thereof  within  ten  days  after        demand  therefor,  for  the  full  amount  of  any  Indemnified  Taxes  (including  Indemnified  Taxes        imposed  or  asserted  on  or  attributable  to  amounts  payable  under  this  Section  3.01)  payable  or        paid by such Recipient or required to be withheld or deducted from a payment to such Recipient,        and  any  penalties,  interest  and  reasonable  expenses  arising  therefrom  or  with  respect  thereto,        whether  or  not  such  Indemnified Taxes  were  correctly  or  legally  imposed  or  asserted  by  the        relevant  Governmental  Authority.   A  certificate  as  to  the  amount  of  such  payment  or  liability        delivered  to  any  Borrower  by  a  Lender  (with  a  copy  to  the  Administrative  Agent),  or  by  the        Administrative  Agent  on  its  own  behalf  or  on  behalf  of  a  Lender,  shall  be  conclusive  absent        manifest error.  Each Borrower shall, and does hereby indemnify the Administrative Agent, and        shall  make  payment  in  respect  thereof  within  ten  days  after  demand  therefor,  for  any  amount        which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required         pursuant to Section 3.01(c)(ii) below.                       (ii)   Each Lender shall, and does hereby, severally indemnify, and shall make               payment in respect thereof within 10 days after demand therefor, (x) the Administrative               Agent against any Indemnified Taxes attributable to such Lender (but only to the extent               that no Borrower has already indemnified the Administrative Agent for such Indemnified               Taxes  and  without  limiting  the  obligation  of  any  Borrower  to  do so), (y) the               Administrative Agent and each Borrower, as applicable, against any Taxes attributable to               such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the               maintenance  of  a  Participant  Register  and  (z)  the  Administrative  Agent  and  each               Borrower, as applicable, against any Excluded Taxes attributable to such Lender that are               payable  or  paid  by  the  Administrative  Agent  or  any  Borrower  in connection  with  any               Loan Document, and any reasonable expenses arising therefrom or with respect thereto,               whether or not such Taxes were correctly or legally imposed or asserted by the relevant               Governmental  Authority.   A  certificate  as  to  the  amount  of  such  payment  or  liability               delivered to any Lender by the Administrative Agent shall be conclusive absent manifest               error.  Each Lender hereby authorizes the Administrative Agent to set off and apply any               and  all  amounts  at  any  time  owing  to  such  Lender  under  this  Agreement  or  any  other               Loan Document against any amount due to the Administrative Agent under this clause               (ii).                (d)    Evidence of Payments.  As soon as practicable, after any payment of Taxes by        any Borrower to a Governmental Authority as provided in this Section 3.01, such Borrower shall        deliver to the Administrative Agent the original or a certified copy of a receipt issued by such        Governmental  Authority  evidencing  such  payment,  a  copy  of  any  return  required  by  Laws  to        report  such  payment  or  other  evidence  of  such  payment  reasonably  satisfactory  to  the        Administrative Agent.                (e)    Status of Lenders; Tax Documentation.                                              39  CHAR1\1635542v6  





 






                              (i)   Any  Lender  that  is  entitled  to  an  exemption  from  or  reduction  of                withholding Tax with respect to payments made under any Loan Document shall deliver                to  the  Borrowers  and  the  Administrative  Agent,  at  the  time  or  times  reasonably                requested by the Borrowers or the Administrative Agent, such properly completed and                executed  documentation  reasonably  requested  by  the  Borrowers  or  the  Administrative                Agent as will permit such payments to be made without withholding or at a reduced rate                of withholding.  In addition, any Lender, if reasonably requested by the Borrowers or the                Administrative Agent, shall deliver such other documentation prescribed by applicable                Law  or  reasonably  requested  by  the  Borrowers  or  the  Administrative  Agent  as  will                enable  the  Borrowers  or  the  Administrative  Agent  to  determine  whether  or  not  such                Lender  is  subject  to  backup  withholding  or  information  reporting  requirements.                 Notwithstanding  anything  to  the contrary  in  the  preceding  two  sentences,  the                completion,  execution  and  submission  of  such  documentation  (other  than  such                documentation  set  forth  in  Section  3.01(e)(ii)(A),  3.01(e)(ii)(B)  and  3.01(e)(ii)(D)                below)  shall  not  be  required  if  in  the Lender’s  reasonable  judgment  such  completion,                execution or submission would subject such Lender to any material unreimbursed cost                or  expense  or  would  materially  prejudice  the  legal  or  commercial  position  of  such                Lender.                        (ii)  Without limiting the generality of the foregoing, in the event that any                Borrower is a U.S. Person,                             (A)    any Lender that is a U.S. Person shall deliver to such Borrower                      and  the  Administrative  Agent  on  or  prior  to  the  date  on  which  such  Lender                      becomes a Lender under this Agreement (and from time to time thereafter upon                      the reasonable request of such Borrower or the Administrative Agent), executed                      copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal                      backup withholding tax;                             (B)    any Foreign Lender shall, to the extent it is legally entitled to do                      so, deliver to such Borrower and the Administrative Agent (in such number of                      copies  as  shall  be  requested  by  the  recipient)  on  or  prior  to  the date  on  which                      such Foreign Lender becomes a Lender under this Agreement (and from time to                      time  thereafter  upon  the  reasonable  request  of  such  Borrower  or the                      Administrative Agent), whichever of the following is applicable:                                    (1)    in the case of a Foreign Lender claiming the benefits of                            an income tax treaty to which the United States is a party (x) with respect                            to  payments  of  interest  under  any  Loan  Document,  executed  copies  of                            IRS  Form  W-8BEN-E  (or  W-8BEN,  as  applicable)  establishing  an                            exemption from, or reduction of, U.S. federal withholding Tax pursuant                            to  the  “interest”  article  of  such  tax  treaty  and  (y)  with  respect  to  any                            other  applicable  payments  under  any  Loan  Document,  IRS  Form  W-                           8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or                            reduction  of,  U.S.  federal  withholding  Tax  pursuant  to  the  “business                            profits” or “other income” article of such tax treaty;                                    (2)    executed copies of IRS Form W-8ECI;                                    (3)    in the case of a Foreign Lender claiming the benefits of                            the exemption for portfolio interest under Section 881(c) of the Internal                                            40  CHAR1\1635542v6  





 






                                   Revenue Code, (x) a certificate substantially in the form of Exhibit 3.01-                           A  to  the  effect  that  such  Foreign  Lender  is  not  a  “bank”  within the                            meaning  of  Section  881(c)(3)(A)  of  the  Internal  Revenue  Code,  a “10                            percent  shareholder”  of  any  Borrower  within  the  meaning  of  Section                            881(c)(3)(B)  of  the  Internal  Revenue  Code,  or  a  “controlled  foreign                             corporation” described in Section 881(c)(3)(C) of the Internal Revenue                             Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of                            IRS Form W-8BEN-E (or W-8BEN, as applicable); or                                    (4)    to  the  extent  a  Foreign  Lender  is  not  the  beneficial                            owner,  executed  copies  of  IRS  Form  W-8IMY,  accompanied  by  IRS                            Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN, as applicable), a                            U.S.  Tax  Compliance  Certificate  substantially  in  the  form  of  Exhibit                            3.01-B  or  Exhibit  3.01-C,  IRS  Form  W-9,  and/or  other  certification                            documents from each beneficial owner, as applicable; provided that if the                            Foreign  Lender  is  a  partnership  and  one  or  more  direct  or  indirect                            partners  of  such  Foreign  Lender  are  claiming  the  portfolio  interest                            exemption,  such  Foreign  Lender may  provide  a  U.S.  Tax  Compliance                            Certificate substantially in the form of Exhibit 3.01-D on behalf of each                            such direct and indirect partner;                             (C)    any Foreign Lender shall, to the extent it is legally entitled to do                      so, deliver to such Borrower and the Administrative Agent (in such number of                      copies  as  shall  be  requested  by  the  recipient)  on  or  prior  to  the date  on  which                      such Foreign Lender becomes a Lender under this Agreement (and from time to                      time  thereafter  upon  the  reasonable  request  of  such  Borrower  or the                      Administrative  Agent),  executed  copies  of  any  other  form  prescribed  by                      applicable  Law  as  a  basis  for  claiming  exemption  from  or  a  reduction  in  U.S.                      federal  withholding  Tax,  duly  completed,  together  with  such  supplementary                      documentation as may be prescribed by applicable Law to permit such Borrower                      or the Administrative Agent to determine the withholding or deduction required                      to be made; and                             (D)    if a payment made to a Lender under any Loan Document would                      be subject to U.S. federal withholding Tax imposed by FATCA if such Lender                      were  to  fail  to  comply  with  the  applicable  reporting  requirements  of  FATCA                      (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue                      Code,  as  applicable),  such  Lender  shall  deliver  to  such  Borrower  and  the                      Administrative Agent at the time or times prescribed by Law and at such time or                      times reasonably requested by such Borrower or the Administrative Agent such                      documentation prescribed by applicable Law (including as prescribed by Section                      1471(b)(3)(C)(i)  of  the  Internal  Revenue  Code)  and  such  additional                      documentation  reasonably  requested  by  such  Borrower  or  the  Administrative                      Agent as may be necessary for such Borrower and the Administrative Agent to                      comply with their obligations under FATCA and to determine that such Lender                      has complied with such Lender’s obligations under FATCA or to determine the                      amount to deduct and withhold from such payment.  Solely for purposes of this                      clause (D), “FATCA” shall include any amendments made to FATCA after the                      Closing Date.                                              41  CHAR1\1635542v6  





 






                              (iii) Each  Lender  agrees  that  if  any  form  or  certification  it  previously                delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any                respect, it shall update such form or certification or promptly notify such Borrower and                the Administrative Agent in writing of its legal inability to do so.                (f)    Treatment of Certain Refunds.  Unless required by applicable Laws, at no time        shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a         Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted         from funds paid for the account of such Lender.  If any Recipient determines, in its sole discretion         exercised  in  good  faith,  that  it  has  received  a  refund  of  any  Taxes  as  to  which  it  has  been         indemnified  by  any  Borrower  or  with  respect  to  which  such  Borrower  has  paid  additional         amounts  pursuant  to  this  Section  3.01,  it  shall  pay  to  such  Borrower  an  amount  equal  to  such        refund (but only to the extent of indemnity payments made, or additional amounts paid, by such        Borrower under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all        out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other         than  any  interest  paid  by  the  relevant  Governmental  Authority  with  respect  to  such  refund);         provided that such Borrower, upon the request of the Recipient, agrees to repay the amount paid        over  to  such  Borrower  (plus  any  penalties,  interest  or  other  charges  imposed  by  the  relevant        Governmental  Authority)  to  the  Recipient  in  the  event  the  Recipient  is  required  to  repay  such        refund  to  such  Governmental  Authority.   Notwithstanding  anything to the contrary in this        subsection,  in  no  event  will  the  applicable  Recipient  be  required  to  pay  any  amount  to  the        applicable Borrower pursuant to this subsection the payment of which would place the Recipient        in  a  less  favorable  net  after-Tax  position  than  such  Recipient would  have  been  in  if  the  Tax        subject  to  indemnification  and giving  rise  to  such  refund  had  not been deducted, withheld or         otherwise imposed and the indemnification payments or additional amounts with respect to such         Tax had never been paid.  This subsection shall not be construed to require any Recipient to make         available its tax returns (or any other information relating to its taxes that it deems confidential) to         any Borrower or any other Person.                (g)    Survival.   Each  party’s  obligations  under  this  Section  3.01  shall  survive  the        resignation  or  replacement  of  the  Administrative  Agent  or  any  assignment  of  rights  by,  or  the        replacement  of,  a  Lender,  the  termination  of  the  Aggregate  Revolving  Commitments  and  the        repayment, satisfaction or discharge of all other Obligations.      3.02   Illegality.         If any Lender determines that any Law has made it unlawful, or that any Governmental Authority  has asserted that it is unlawful, for any Lender or its Lending Office to perform any of its obligations  hereunder  or  make,  maintain  or  fund  or  charge  interest  with  respect  to  any  Credit  Extensions  or  to  determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has  imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of,  Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrowers through  the  Administrative  Agent,  (i)  any  obligation  of  such  Lender  to issue,  make,  maintain,  fund  or  charge  interest with respect to any such Credit Extension or continue Eurodollar Rate Loans or to convert Base  Rate Loans to Eurodollar Rate Loans shall be suspended and (ii) if such notice asserts the illegality of  such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference  to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such  Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without  reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the  Administrative  Agent  and  the  Borrowers  that  the  circumstances  giving  rise  to  such  determination  no  longer exist.  Upon receipt of such notice, (x) the Borrowers shall, upon demand from such Lender (with                                            42  CHAR1\1635542v6  





 






         a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such  Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary  to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar  Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender  may  lawfully  continue  to  maintain  such  Eurodollar  Rate  Loans  to  such  day,  or  immediately,  if  such  Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts  the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the  Administrative  Agent  shall  during  the  period  of  such  suspension  compute  the  Base  Rate  applicable  to  such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is  advised  in  writing  by  such  Lender  that  it  is  no  longer  illegal for  such  Lender  to  determine  or  charge  interest rates based upon the Eurodollar Rate.  Upon any such prepayment or conversion, each Borrower  shall also pay accrued interest on the amount so prepaid or converted.      3.03   Inability to Determine Rates.                (a)    If in connection with any request for a Eurodollar Rate Loan or a conversion to        or continuation thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not        being offered to banks in the London interbank eurodollar market for the applicable amount and        Interest Period of such Eurodollar Rate Loan, or (B) (x) adequate and reasonable means do not        exist  for  determining  the  Eurodollar  Rate  for  any  requested  Interest  Period  with  respect  to  a        proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and        (y) the circumstances described in Section 3.03(c)(i) do not apply (in each case with respect to        clause  (i),  “Impacted  Loans”),  or  (ii)  the  Required  Lenders  determine  that  for  any  reason  the        Eurodollar  Rate  for  any  requested  Interest  Period  with  respect to  a  proposed  Eurodollar  Rate        Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar        Rate  Loan,  the  Administrative  Agent  will  promptly  so  notify  each  Borrower  and  each  Lender.         Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be        suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the         event of a determination described in the preceding sentence with respect to the Eurodollar Rate         component of the Base Rate, the utilization of the Eurodollar Rate component in determining the         Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a         determination by the Required Lenders described in Section 3.03(a)(ii), until the Administrative        Agent  upon  instruction  of  the  Required  Lenders)  revokes  such  notice.   Upon  receipt  of  such        notice,  the  Borrowers  may  revoke  any  pending  request  for  a  Borrowing  of,  conversion  to  or        continuation  of  Eurodollar  Rate  Loans  (to  the  extent  of  the  affected  Eurodollar  Rate  Loans  or        Interest Periods) or, failing that, will be deemed to have converted such request into a request for        a Borrowing of Base Rate Loans in the amount specified therein.                (b)    Notwithstanding  the  foregoing,  if  the  Administrative  Agent  has made  the        determination described in clause (a)(i) of this Section, the Administrative Agent, in consultation        with  the  Borrowers  and  the  affected  Lenders,  may  establish  an  alternative  interest  rate  for  the        Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the        Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to        the  Impacted  Loans  under  clause  (a)(i)  of  this  Section,  (2)  the  Administrative  Agent  or  the        Required Lenders notify the Borrowers that such alternative interest rate does not adequately and         fairly  reflect  the  cost  to  such  Lenders  of  funding  the  Impacted  Loans,  or  (3)  any  Lender         determines that any Law has made it unlawful, or that any Governmental Authority has asserted         that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund         Loans  whose  interest  is  determined  by  reference  to  such  alternative  rate  of  interest  or  to         determine  or  charge  interest  rates  based  upon  such  rate  or  any Governmental  Authority  has                                             43  CHAR1\1635542v6  





 






               imposed  material  restrictions  on  the  authority  of  such  Lender  to  do  any  of  the  foregoing  and        provides the Administrative Agent and the Borrowers written notice thereof.                (c)    Notwithstanding  anything to  the  contrary  in  this  Agreement  or  any other Loan        Documents,  if  the  Administrative  Agent  determines  (which  determination  shall  be  conclusive        absent  manifest  error),  or  the  Borrowers  or  Required  Lenders  notify  the  Administrative  Agent        (with,  in  the  case  of  the  Required  Lenders,  a  copy  to  Borrowers)  that  the  Borrowers  or  the         Required Lenders (as applicable) have determined, that:                        (i)   adequate and reasonable means do not exist for ascertaining LIBOR for                any requested Interest Period (including because the LIBOR Screen Rate is not available                or published on a current basis and such circumstances are unlikely to be temporary);                        (ii)  the  administrator  of  the  LIBOR  Screen  Rate  or  a  Governmental                Authority  having  jurisdiction  over  the  Administrative  Agent  has  made  a  public                statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall                no  longer  be  made  available,  or  used  for  determining  the  interest  rate  of  loans  (such                specific date, the “Scheduled Unavailability Date”); or                        (iii) syndicated  loans  currently  being executed,  or  that  include  language                similar  to  that  contained  in  this  Section  3.03(c),  are  being  executed  or  amended  (as                applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR;         then, reasonably promptly after such determination by the Administrative Agent or receipt by the        Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrowers        may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any        mathematical  or  other  adjustments  to  the  benchmark  (if  any)  incorporated  therein),  giving  due        consideration  to  any  evolving  or  then  existing  convention  for  similar  U.S.  dollar  denominated        syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR        Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and        any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the         Administrative  Agent  shall  have  posted  such  proposed  amendment to  all  Lenders  and  the         Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to         the  Administrative  Agent  written  notice  that  such  Required  Lenders  do  not  accept  such         amendment.  Such  LIBOR  Successor  Rate  shall  be  applied  in  a  manner  consistent  with  market         practice; provided, that, to the extent such market practice is not administratively feasible for the        Administrative  Agent,  such  LIBOR  Successor  Rate  shall  be  applied  in  a  manner  as  otherwise        reasonably determined by the Administrative Agent.                If no LIBOR Successor Rate has been determined and the circumstances under clause (i)        above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative        Agent will promptly so notify the Borrowers and each Lender.  Thereafter, (x) the obligation of        the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the        affected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Rate component shall        no longer be utilized in determining the Base Rate.  Upon receipt of such notice, the Borrowers        may revoke any pending requests for a Borrowing of, conversion to or continuation of Eurodollar        Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing         that, will be deemed to have converted such request into a request for a Borrowing of Base Rate         Loans (subject to the foregoing clause (y)) in the amount specified therein.                                              44  CHAR1\1635542v6  





 






                      Notwithstanding  anything  else  herein,  any  definition  of  LIBOR  Successor  Rate  shall        provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this        Agreement.      3.04   Increased Costs; Reserves on Eurodollar Rate Loans.                (a)    Increased Costs Generally.  If any Change in Law shall:                        (i)   impose,  modify  or  deem  applicable  any  reserve,  special  deposit,                compulsory  loan,  insurance  charge  or  similar  requirement  against  assets  of,  deposits                with or for the account of, or credit extended or participated in by, any Lender (except                any reserve requirement contemplated by Section 3.04(e));                        (ii)  subject any Recipient to any Taxes (other than (A) Indemnified Taxes,                (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and                (C)  Connection  Income  Taxes)  on  its  loans,  loan  principal,  letters  of  credit,                commitments,  or  other  obligations,  or  its  deposits,  reserves,  other  liabilities  or  capital                attributable thereto; or                        (iii) impose  on  any  Lender  or  the  London  interbank  market  any  other                condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by                such Lender;   and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting  to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to  increase  the  cost  to  such  Lender,  or  to  reduce  the  amount  of  any  sum  received  or  receivable  by  such  Lender  (whether  of  principal,  interest  or  any  other  amount)  then,  upon  request  of  such  Lender,  the  applicable Borrower will pay to such Lender such additional amount or amounts as will compensate such  Lender for such additional costs incurred or reduction suffered.                (b)    Capital  Requirements.   If  any  Lender  determines  that  any  Change in Law        affecting such Lender or any Lending Office of such Lender or such Lender’s holding company,        if any, regarding capital or liquidity requirements has or would have the effect of reducing the        rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any,        as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or         participations in Swing Line Loans held by, such Lender, to a level below that which such Lender         or such Lender’s holding company could have achieved but for such Change in Law (taking into         consideration  such  Lender’s  policies  and  the  policies  of  such  Lender’s  holding  company  with         respect to capital adequacy), then from time to time each Borrower will pay to such Lender, as         the  case  may  be,  such  additional  amount  or  amounts  as  will  compensate  such  Lender  or  such         Lender’s holding company for any such reduction suffered.                (c)    Certificates  for  Reimbursement.   A  certificate  of  a  Lender  setting  forth  the        amount or amounts necessary to compensate such Lender or its holding company, as the case may        be, as specified in subsection (a) or (b) of this Section and delivered to the Borrowers shall be        conclusive absent manifest error.  The Borrowers shall pay such Lender the amount shown as due        on any such certificate within ten days after receipt thereof.                (d)    Delay  in  Requests.   Failure  or  delay  on  the  part  of  any  Lender to  demand        compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of        such Lender’s right to demand such compensation; provided that no Borrower shall be required to                                             45  CHAR1\1635542v6  





 






               compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs        incurred or reductions suffered more than six months prior to the date that such Lender, as the         case may be, notifies such Borrower of the Change in Law giving rise to such increased costs or         reductions  and  of  such  Lender’s  intention  to  claim  compensation  therefor  (except  that,  if  the         Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month         period  referred  to  above  shall  be  extended  to  include  the  period  of  retroactive  effect  thereof).         Notwithstanding any other provisions of this Section 3.04, no Lender shall demand compensation        pursuant to this Section 3.04, and no Borrower shall be required to compensate any such Lender,        if  such  Lender  shall  not  at  the time  be  demanding  such  compensation  from  similar  debtors  in         similar  industries  and  in  similar  circumstances  under  comparable  provisions  of  other  credit         agreements to which it is a party.                (e)        Reserves on Eurodollar Rate Loans.  Each Borrower shall pay to each Lender, as        long  as  such  Lender  shall  be  required  to  maintain  reserves  with  respect  to  liabilities  or  assets        consisting  of  or  including  eurocurrency  funds  or  deposits  (currently  known  as  “Eurocurrency        liabilities”),  additional  interest  on  the  unpaid  principal  amount  of  each  Eurodollar  Rate  Loan        equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined        by such Lender in good faith, which determination shall be conclusive), which shall be due and        payable on each date on which interest is payable on such Loan; provided, that, such Borrower        shall have received at least ten (10) days’ prior notice (with a copy to the Administrative Agent)        of such additional interest or costs from such Lender.  If a Lender fails to give notice ten (10)        days prior to the relevant Interest Payment Date, such additional interest shall be due and payable        ten (10) days from receipt of such notice.      3.05   Compensation for Losses.         Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, each  Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost  or expense incurred by it as a result of:                (a)    any  continuation,  conversion,  payment  or  prepayment  of  any  Eurodollar  Rate         Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary,         mandatory, automatic, by reason of acceleration, or otherwise);                (b)    any failure by such Borrower (for a reason other than the failure of such Lender         to make a Loan) to prepay, borrow, continue or convert any Eurodollar Rate Loan on the date or         in the amount notified by such Borrower; or                (c)    any assignment of a Eurodollar Rate Loan on a day other than the last day of the         Interest Period therefor as a result of a request by such Borrower pursuant to Section 11.13;         including any loss or expense arising from the liquidation or reemployment of funds obtained by  it  to  maintain  such  Loan  or  from  fees  payable  to  terminate  the deposits  from  which  such  funds  were  obtained  but  excluding  any  loss  of  anticipated  profits.   Each  Borrower  shall  also  pay  any  customary  administrative fees charged by such Lender in connection with the foregoing.          For purposes of calculating amounts payable by any Borrower to the Lenders under this Section  3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar  Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in  the London interbank eurodollar market for a comparable amount and for a comparable period, whether  or not such Eurodollar Rate Loan was in fact so funded.                                             46  CHAR1\1635542v6  





 






            3.06   Mitigation Obligations; Replacement of Lenders.                (a)    Designation of a Different Lending Office.  Each Lender may make any Credit        Extension to any Borrower through any Lending Office; provided, that, the exercise of this option        shall not affect the obligation of such Borrower to repay the Credit Extension in accordance with        the terms of this Agreement.  If any Lender requests compensation under Section 3.04, or requires        any  Borrower  to  pay  any  Indemnified  Taxes  or  additional  amounts  to  any  Lender  or  any        Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender        gives a notice pursuant to Section 3.02, then at the request of such Borrower such Lender shall        use reasonable efforts to designate a different Lending Office for funding or booking its Loans        hereunder or to assign its rights and obligations hereunder to another of its offices, branches or        affiliates, if, in the judgment of such Lender such designation or assignment (i) would eliminate        or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or        eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case,        would not subject such Lender to any unreimbursed cost or expense and would not otherwise be        disadvantageous to such Lender.  Each Borrower hereby agrees to pay all reasonable costs and        expenses incurred by any Lender in connection with any such designation or assignment.                (b)    Replacement  of  Lenders.   If  any  Lender  requests  compensation  under  Section        3.04, or if any Borrower is required to pay any Indemnified Taxes or additional amounts to any        Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01        and, in each case, such Lender has declined or is unable to designate a different lending office in        accordance  with  Section  3.06(a), the  Borrowers  may  replace  such  Lender  in  accordance  with        Section 11.13.      3.07   Survival.         All  of  the  obligations  of  each  Borrower  under  this  Article  III shall  survive  termination  of  the  Aggregate Revolving Commitments, repayment of all other Obligations hereunder, and resignation of the  Administrative Agent.                                        ARTICLE IV                                                                CONDITIONS PRECEDENT TO CREDIT EXTENSIONS      4.01   Conditions of Initial Credit Extension.         This Agreement shall become effective upon, and the obligation of each Lender to make its initial  Credit Extension hereunder is subject to, the satisfaction of the following conditions precedent:                (a)    Documentation. Receipt by the Administrative Agent of the following, each in        form and substance satisfactory to the Administrative Agent and each Lender:                        (i)   Loan  Documents.   Executed  counterparts  of  this  Agreement  and  the                other  Loan  Documents,  each  properly  executed  by  a  Responsible  Officer  of  each                Borrower and, in the case of this Agreement, by each Lender.                        (ii)  Opinions  of  Counsel.   Favorable  opinions  of  legal  counsel  to  the                Borrowers,  addressed  to  the  Administrative  Agent  and  each  Lender,  dated  as  of  the                Closing Date.                                             47  CHAR1\1635542v6  





 






                              (iii) Organization Documents, Resolutions, Etc.                             (A)    copies  of  the  Organization  Documents  of  each  Borrower                      certified  to  be  true  and  complete  as  of  a  recent  date  by  the  appropriate                      Governmental Authority of the state or other jurisdiction of its incorporation or                      organization, where applicable, and certified by a secretary or assistant secretary                      of such Borrower to be true and correct as of the Closing Date;                             (B)    such  certificates  of  resolutions  or  other  action,  incumbency                      certificates and/or other certificates of Responsible Officers of each Borrower as                      the  Administrative  Agent  may  require  evidencing  the  identity,  authority  and                      capacity of each Responsible Officer thereof authorized to act as a Responsible                      Officer  in  connection  with  this  Agreement  and  the  other  Loan  Documents  to                      which such Borrower is a party; and                             (C)    such  documents  and  certifications  as  the  Administrative  Agent                      may  reasonably  require  to  evidence  that  each  Borrower  is  duly  organized  or                      formed,  and  is  validly  existing,  in  good  standing  and  qualified  to  engage  in                      business in its state of organization or formation                        (iv)  Financial  Statements.  The  Audited  Financial  Statements  and  the                quarterly  financial  statements  of  each  Borrower  and  its  Subsidiaries  (in  the  form                required by Section 6.01(b)) for the quarter ended December 31, 2018.                        (v)   Closing  Certificate.   A  certificate  signed  by  a  Responsible  Officer  of                each Borrower certifying that (A) the conditions specified in Sections 4.01(b) and (c)                and  4.02(a)  and  4.02(b)  have  been  satisfied  and  (B)  that  there has  been  no  event  or                circumstance since September 30, 2018 that has had or would be reasonably expected to                have, either individually or in the aggregate, a Material Adverse Effect.                        (vi)  Existing  Credit  Agreement.   Evidence  that  all  Indebtedness  in                connection  with  the  Existing  Credit  Agreement  has  been,  or  concurrently  with  the                Closing Date is being, repaid in full, and that all commitments under the Existing Credit                Agreement have been, or concurrently with the Closing Date are being, terminated.                (b)    Litigation.   There  shall  not  exist  any  action,  suit,  investigation  or  proceeding        pending or, to the knowledge of any Borrower, threatened in any court or before an arbitrator or        Governmental Authority that could reasonably be expected to have a Material Adverse Effect.                (c)    Consents. All governmental, shareholder and third party consents and approvals        necessary in connection with the transactions contemplated hereby shall have been obtained and        all such consents and approvals shall be in force and effect.                (d)    Know Your Customer; Beneficial Ownership.  (i) Upon the reasonable request of        any  Lender,  each  Borrower  shall  have  provided  to  such  Lender,  and  such  Lender  shall  be        reasonably  satisfied  with,  the  documentation  and  other  information  so  requested  in  connection        with  applicable  “know  your  customer”  and  anti-money-laundering rules  and  regulations        (including  the  Act)  and  (ii)  any  Borrower  that  qualifies  as  a  “legal  entity  customer”  under  the        Beneficial  Ownership  Regulation shall  have  delivered,  to  each  Lender  that  so  requests,  a         Beneficial Ownership Certification in relation to such Borrower.                                             48  CHAR1\1635542v6  





 






                      (e)    Fees.  Receipt by the Administrative Agent, the Arrangers and the Lenders of any        fees required to be paid on or before the Closing Date.                (f)    Attorney Costs.  The Borrowers shall have paid all reasonable and documented        fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel        if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date; it        being  understood  that  the  Borrowers  are  responsible  for  all  reasonable  and  documented  fees,        charges  and  disbursements  of  counsel  to  the  Administrative  Agent  in  connection  with  the        documentation,  negotiation  and  closing  of  this  Agreement  and  all  documents  related  thereto        whether or not such amounts have been invoiced prior to the Closing Date, including amounts        incurred subsequent to the Closing Date.         Without  limiting  the  generality  of  the  provisions  of  the  last  paragraph  of  Section  9.03,  for  purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that  has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied  with, each document or other matter required thereunder to be consented to or approved by or acceptable  or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender  prior to the proposed Closing Date specifying its objection thereto.      4.02   Conditions to all Credit Extensions.         The  obligation  of  each  Lender  to  honor  any  Request  for  Credit  Extension  (other  than  a  Loan  Notice  requesting  only  a  conversion  of  Loans  to  the  other  Type,  or  a  continuation  of  Eurodollar  Rate  Loans) is subject to the following conditions precedent:                (a)    The  representations  and  warranties  of  the  applicable  Borrower  contained  in         Article V or any other Loan Document, or which are contained in any document furnished at any        time  under  or  in  connection  herewith  or  therewith,  shall  be  true  and  correct  in  all  material         respects (other than those representations and warranties qualified by materiality, in which case         they  shall  be  true  and  correct  in  all  respects)  on  and  as  of  the  date  of  such  Credit  Extension,         except to the extent that such representations and warranties specifically refer to an earlier date, in         which case they shall be true and correct in all material respects (other than those representations         and  warranties  qualified  by  materiality,  in  which  case  they  shall  be  true  and  correct  in  all         respects) as of such earlier date.                (b)    No Default with respect to the applicable Borrower shall exist, or would result        from such proposed Credit Extension or from the immediate application of the proceeds thereof        (if applicable).                (c)    The Administrative Agent and, if applicable, the applicable Swing Line Lender        shall have received a Request for Credit Extension in accordance with the requirements hereof.          Each  Request  for  Credit  Extension  (other  than  a  Loan  Notice  requesting  only  a  conversion  of  Loans to the other Type, or a continuation of Eurodollar Rate Loans) submitted by any Borrower shall be  deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have  been satisfied on and as of the date of the applicable Credit Extension.                                         ARTICLE V                                                                      REPRESENTATIONS AND WARRANTIES                                             49  CHAR1\1635542v6  





 






               Each Borrower (except, with respect to Section 5.15, RJA only) represents and warrants to the  Administrative Agent and the Lenders that:      5.01   Existence, Qualification and Power.         Such Borrower and each of its Subsidiaries (a) is duly organized or formed, validly existing and,  as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b)  has all requisite power and authority and all requisite governmental licenses, authorizations, consents and  approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its  obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and,  as  applicable,  in  good  standing  under  the  Laws  of  each  jurisdiction  where  its  ownership,  lease  or  operation of properties or the conduct of its business requires such qualification or license; except in each  case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected  to have a Material Adverse Effect.      5.02   Authorization; No Contravention.         The execution, delivery and performance by such Borrower of each Loan Document to which it is  a party have been duly authorized by all necessary corporate or other organizational action, and do not (a)  contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any  breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i)  any  material  Contractual  Obligation  to  which  such  Person  is  a  party  or  affecting  such  Person  or  the  properties of such Person or any of its Subsidiaries or  (ii) any order, injunction, writ or decree of any  Governmental  Authority  or  any  arbitral  award  to  which  such  Person  or  its  property  is  subject;  or  (c)  violate any Law.      5.03   Governmental Authorization; Other Consents.         No approval, consent, exemption, authorization, or other action by, or notice to, or filing with,  any  Governmental  Authority  or  any  other  Person  is  necessary  or required  in  connection  with  the  execution, delivery or performance by, or enforcement against, such Borrower of this Agreement or any  other Loan Document other than those that have already been obtained and are in full force and effect.      5.04   Binding Effect.         Each  Loan  Document  has  been  duly  executed  and  delivered  by  such  Borrower.   Each  Loan  Document constitutes a legal, valid and binding obligation of such Borrower, enforceable against such  Borrower  in  accordance  with  its  terms,  subject  to  applicable  bankruptcy,  insolvency,  reorganization,  moratorium  or  other  laws  affecting  creditors’  rights  generally and  to  general  principles  of  equity,  regardless of whether considered in a proceeding on equity or law.      5.05   Financial Statements; No Material Adverse Effect.                (a)    The financial statements delivered by such Borrower pursuant to Sections 6.01(a)        and  6.01(b)  (i)  were  prepared  in  accordance  with  GAAP  consistently  applied  throughout  the        period  covered  thereby,  except  as  otherwise  expressly  noted  therein;  (ii)  fairly  present  the        financial condition of such Borrower and its Subsidiaries as of the date thereof and their results of        operations  for  the  period  covered  thereby  in  accordance  with  GAAP  consistently  applied        throughout the period covered thereby, except as otherwise expressly noted therein (subject, in        the  case  of  unaudited  financial  statements,  to the  absence  of  footnotes  and  to normal  year-end        audit  adjustments);  and  (iii)  show  all  material  indebtedness  and  other  liabilities,  direct  or                                             50  CHAR1\1635542v6  





 






               contingent, of such Borrower and its Subsidiaries as of the date thereof, including liabilities for        taxes, material commitments and Indebtedness.                (b)    The  Audited  Financial  Statements  of  such  Borrower  (i)  were  prepared  in        accordance  with  GAAP  consistently  applied  throughout  the  period  covered  thereby,  except  as        otherwise expressly noted therein; (ii) fairly present the financial condition of such Borrower and        its Subsidiaries as of the date thereof and their results of operations for the period covered thereby        (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal        year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or        contingent, of such Borrower and its Subsidiaries as of the date thereof, including liabilities for        taxes, material commitments and Indebtedness.                (c)    Since  September  30,  2018,  there  has  been  no  event  or  circumstance,  either        individually or in the aggregate, that has had or would reasonably be expected to have a Material        Adverse Effect.      5.06   Litigation.         There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of such  Borrower,  threatened  or  contemplated,  at  law,  in  equity,  in  arbitration  or  before  any  Governmental  Authority, by or against such Borrower or any Subsidiary or against any of their properties or revenues  that  (a)  purport  to  affect  or  pertain  to  this  Agreement  or  any other  Loan  Document,  or  any  of  the  transactions contemplated hereby or (b) could reasonably be expected to have a Material Adverse Effect.      5.07   Taxes.         Such Borrower and its Subsidiaries have filed all federal, state and other material tax returns and  reports required to be filed, and have paid all federal, state and other material taxes, assessments, fees and  other governmental charges levied or imposed upon them or their properties, income or assets otherwise  due  and  payable,  except  (a)  those  which  are  being  contested  in good  faith  by  appropriate  proceedings  diligently conducted and for which adequate reserves have been provided in accordance with GAAP or  (b) to the extent that failure to do so could reasonably be expected to have a Material Adverse Effect.   There is no proposed tax assessment against such Borrower or any Subsidiary that would, if made, have a  Material Adverse Effect.        5.08   ERISA Compliance.                (a)    (i)  each  Plan  is  in  compliance  in  all  material  respects  with  the  applicable         provisions  of  ERISA,  the  Internal  Revenue  Code  and  other  federal  or  state  Laws;  (ii)  each         Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue         Code has received a favorable determination letter from the IRS to the effect that the form of such         Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto         has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the         Internal Revenue Code, or an application for such a letter is currently being processed by the IRS;         and (iii) to the best knowledge of such Borrower, nothing has occurred that would reasonably be         expected to prevent or cause the loss of such tax-qualified status.                (b)    There are no pending or, to the knowledge of such Borrower, threatened claims,         actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could         reasonably  be  expected  to  have  a  Material  Adverse  Effect.   There  has  been  no  prohibited                                             51  CHAR1\1635542v6  





 






               transaction  or  violation  of  the  fiduciary  responsibility  rules with  respect  to  any  Plan  that  has        resulted or could reasonably be expected to result in a Material Adverse Effect.                (c)    (i)  No  ERISA  Event  has  occurred,  and  neither  any  Borrower  nor  any  ERISA        Affiliate  is  aware  of  any  fact,  event  or  circumstance  that  could  reasonably  be  expected  to        constitute or result in an ERISA Event with respect to any Pension Plan; (ii) such Borrower and        each  ERISA  Affiliate  has  met  all  applicable  requirements  under the  Pension Funding  Rules  in        respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension        Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any        Pension  Plan,  the  funding  target  attainment  percentage  (as  defined  in  Section  430(d)(2)  of  the        Internal  Revenue  Code)  is  60%  or  higher  and  neither  such  Borrower  nor  any  ERISA  Affiliate        knows of any facts or circumstances that could reasonably be expected to cause the funding target        attainment percentage for any such plan to drop below 60% as of the most recent valuation date;        (iv) neither any Borrower nor any ERISA Affiliate has incurred any liability to the PBGC other        than for the payment of premiums, and there are no premium payments which have become due        that are unpaid; (v) neither such Borrower nor any ERISA Affiliate has engaged in a transaction        that could reasonably be expected to be subject to Section 4069 or Section 4212(c) of ERISA; and        (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and        no event or circumstance has occurred or exists that could reasonably be expected to cause the        PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.                (d)    As of the Closing Date, such Borrower is not and will not be using “plan assets”        (within  the  meaning  of  29  CFR  §  2510.3-101,  as  modified  by  Section  3(42)  of  ERISA  or        otherwise) of one or more Benefit Plans in connection with the Loans or the Commitments.      5.09   Margin Regulations; Investment Company Act.                (a)    Margin stock (as defined in Regulation U of the Board of Governors of the FRB)        constitutes less than 25% of the value of those assets of such Borrower and its Subsidiaries (other        than any Subsidiary which is an “exempted borrower” within the meaning of Regulation U of the        FRB) which are subject to any limitation on sale, pledge, or other restriction hereunder.  Neither        the making of any Loan nor the use of the proceeds thereof will violate or be inconsistent with the        provisions of Regulation T, Regulation U or Regulation X of the Board of Governors of the FRB.                (b)    None  of  such  Borrower,  any  Person  Controlling  such  Borrower,  or  any        Subsidiary is or is required to be registered as an “investment company” under the Investment        Company Act of 1940.      5.10   Disclosure.                (a)    No report, financial statement, certificate or other information furnished (whether        in writing or orally) by or on behalf of such Borrower to the Administrative Agent or any Lender        in connection with the transactions contemplated hereby and the negotiation of this Agreement or        delivered  hereunder  or  under  any  other  Loan  Document  (in  each  case,  as  modified  or        supplemented by other information so furnished), taken as a whole, contains, as of the date of        such report, financial statement, certificate or other information, any material misstatement of fact        or omits to state any material fact necessary to make the statements therein, in the light of the        circumstances  under  which  they  were  made,  not  misleading;  provided  that,  with  respect  to        projected  financial  information,  such  Borrower  represents  only that  such  information  was        prepared in good faith based upon assumptions believed to be reasonable at the time.                                             52  CHAR1\1635542v6  





 






                      (b)    As  of  the  Closing  Date,  the  information  included  in  any  Beneficial  Ownership         Certification, if applicable, is true and correct in all respects.      5.11   Compliance with Laws.         Such Borrower and each Subsidiary is in compliance with the requirements of all Laws and all  orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which  (a)  such  requirement  of  Law  or  order,  writ,  injunction  or  decree  is  being  contested  in  good  faith  by  appropriate proceedings diligently conducted or (b) the failure to comply therewith could not reasonably  be expected to have a Material Adverse Effect.      5.12   OFAC.          None of such Borrower, nor any of its Subsidiaries, nor, to the knowledge of such Borrower and  its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, 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)  included  on  OFAC’s  List  of  Specially  Designated  Nationals,  HMT’s  Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced  by  any  other  relevant  sanctions  authority  or  (iii)  located,  organized  or  resident  in  a  Designated  Jurisdiction.  Such Borrower  and its Subsidiaries have conducted their businesses in  compliance in all  material respects with all applicable Sanctions and have instituted and maintained policies and procedures  designed to promote and achieve compliance with such Sanctions.      5.13   Anti-Corruption Laws.         Such Borrower and its Subsidiaries have conducted their businesses in material compliance with  the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti- corruption  legislation  in  other  applicable  jurisdictions  and  have  instituted  and  maintained  policies  and  procedures designed to promote and achieve compliance with such laws.      5.14   EEA Financial Institution.         Such Borrower is not an EEA Financial Institution.      5.15   Broker-Dealer.                (a)    (i) RJA is duly registered as a broker or dealer with the SEC under the Securities         Exchange Act of 1934, is a member of FINRA and such other self-regulatory organizations of         which it is required to be a member in order to conduct its business as currently conducted, and is         duly  registered  under  applicable  state  Laws.  There  is  no  proceeding  pending  or  threatened  in        writing with respect to the suspension, revocation, or termination of any such registrations and the        termination  or  withdrawal  of  any  such  registrations  is  not  contemplated  by  RJA  or  any  of  its        Subsidiaries except as could not reasonably be expected to have a Material Adverse Effect. (ii)        RJA  is  in  compliance  in  all  material  respects  with  the  applicable  provisions  of  the  Securities        Exchange  Act  of  1934  and  all  applicable  rules  of  FINRA  and  such  other  self-regulatory        organizations except as could not reasonably be expected to have a Material Adverse Effect. (iii)        All natural persons associated with RJA required to be registered or licensed with FINRA or with        any  other  self-regulatory  organization  or  other  Governmental  Authority  are  duly  registered  or        licensed except where any failure to be so registered or licensed individually, or in the aggregate,        could not reasonably be expected to have a Material Adverse Effect.                                              53  CHAR1\1635542v6  





 






                      (b)    To the knowledge of RJA, neither RJA nor any of its “associated persons” (as        defined  in  Section  3(a)(18)  of  the  Securities  Exchange  Act  of  1934)  who  are  required  to  be        registered  as  such,  is  currently  subject  to  a  statutory  disqualification  as  defined  in  the  Section        3(a)(39) of the Securities Exchange Act of 1934 except for such statutory disqualifications which        (i) have been waived by the SEC, (ii) are the subject of an MC-400 or MC-400A approved by        FINRA or (ii) could not reasonably be expected to have a Material Adverse Effect.                (c)    The  information  contained  in  the  currently  effective  Form  BD  (the  uniform         application for broker-dealer registration) of RJA and any amendments thereto filed with the SEC         and FINRA by RJA, was, at the time of filing, complete and accurate in all material respects.                (d)    RJA has not received a notice from the SEC, FINRA, or any other Governmental         Authority,  self-regulatory  organization  or  securities  exchange of  any  alleged  rule  violation  or         other circumstance which could reasonably be expected to have a Material Adverse Effect.                (e)    No  governmental  authorization,  and  no  notice  to  or  filing  with, any        Governmental Authority or any other third party is required for the exercise by the Administrative        Agent or any Lender of its rights under the Loan Documents, except as could not otherwise be        expected to have a Material Adverse Effect.                                        ARTICLE VI                                                                            AFFIRMATIVE COVENANTS         Until  the  Facility  Termination  Date,  each  Borrower  (except,  with  respect  to  Sections  6.13  and  6.14, RJA only) shall and shall cause each of its Subsidiaries to:      6.01   Financial Statements.         Deliver to the Administrative Agent for the benefit of each Lender:                (a)    as soon as available, but in any event within ninety days after the end of each         fiscal  year  of  such  Borrower,  commencing  with  the  fiscal  year  ending  September  30,  2019,  a         consolidated balance sheet of the such Borrower and its Subsidiaries as at the end of such fiscal         year,  together  with  the  related  consolidated  statements  of  income  or  operations,  changes  in         shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative         form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance         with GAAP, audited and accompanied by a report and opinion of an independent certified public        accountant  of  nationally  recognized  standing,  which  report  and opinion  shall  be  prepared  in        accordance  with  generally  accepted auditing  standards  and  shall  not  be  subject  to  any  “going        concern” or like qualification or exception or any qualification or exception as to the scope of        such audit; and                (b)    as soon as available, but in any event within forty-five days after the end of each         of the first three fiscal quarters of each fiscal year of such Borrower, commencing with the fiscal         quarter  ending  March  31,  2019,  a  consolidated  balance  sheet  of such  Borrower  and  its         Subsidiaries as at the end of such fiscal quarter, together with the related consolidated statements         of income or operations for such fiscal quarter and for the portion of such Borrower’s fiscal year         then ended, and the related consolidated statements of changes in shareholders’ equity and cash         flows  for  the  portion  of  such  Borrower’s  fiscal  year  then  ended,  in  each  case  setting  forth  in         comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous                                             54  CHAR1\1635542v6  





 






               fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and        certified  by  the  chief  executive  officer,  chief  financial  officer,  treasurer  or  controller  of  such        Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity        and cash flows of such Borrower and its Subsidiaries in accordance with GAAP, subject only to        normal year-end audit adjustments and the absence of footnotes.    As to any information contained in materials furnished pursuant to Section 6.02(c), such Borrower shall  not be separately required to furnish such information under Section 6.01(a) or 6.01(b), but the foregoing  shall  not  be  in  derogation of  the  obligation  of  such Borrower  to  furnish  the  information  and  materials  described in Section 6.01(a) or 6.01(b) at the times specified therein.      6.02   Certificates; Other Information.         Deliver to the Administrative Agent for the benefit of each Lender:                (a)    concurrently with the delivery of the financial statements referred to in Section        6.01(a),  a  certificate  of  its  independent  certified  public  accountants  certifying  such  financial        statements;                (b)    concurrently with the delivery of the financial statements referred to in Sections        6.01(a) and 6.01(b), a duly completed Compliance Certificate, in form and substance reasonably        satisfactory  to  the  Administrative  Agent,  signed  by  the  chief  executive  officer,  chief  financial        officer, treasurer or controller of such Borrower (which delivery may, unless the Administrative        Agent, or a Lender requests executed originals, be by electronic communication including fax or        email and shall be deemed to be an original authentic counterpart thereof for all purposes) which        shall, among other things, demonstrate compliance with the covenants set forth in Section 7.11(a)        or (b), as applicable;                (c)    promptly  after  the  same  are  available,  copies  of  all  material  annual,  regular,        periodic  and  special  reports  and  registration  statements  which such  Borrower  may  file  or  be        required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934,        and not otherwise required to be delivered to the Administrative Agent pursuant hereto;                (d)    promptly,  and  in  any  event  within  five  Business  Days  after  receipt  thereof  by         such  Borrower  or  any  Subsidiary,  copies  of  each  notice  or  other  correspondence  (other  than         normal inquiries received in the ordinary course) received from the SEC (or comparable agency         in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or         other  material  inquiry  by  such  agency  regarding  financial  or  other  operational  results  of  such         Borrower or any Subsidiary;                (e)    promptly following any request therefor, provide information and documentation         reasonably requested by the Administrative Agent or any Lender for purposes of compliance with         applicable “know your customer” and anti-money-laundering rules and regulations, including the         Act and the Beneficial Ownership Regulation; and                (f)    promptly,  such  additional  information  regarding  the  business,  financial  or         corporate affairs of such Borrower or any Subsidiary, or compliance with the terms of the Loan         Documents,  as  the  Administrative  Agent  or  any  Lender  may  from  time  to  time  reasonably         request.                                              55  CHAR1\1635542v6  





 






               Documents required to be delivered pursuant to Section 6.01(a) or 6.01(b) or Section 6.02(c) (to  the extent any such documents are included in materials otherwise filed with the SEC) may be delivered  electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which such  Borrower posts such documents, or provides a link thereto on such Borrower’s website on the Internet at  the  website  address  listed  on  Schedule  11.02;  or  (ii)  on  which such  documents  are  posted  on  such  Borrower’s  behalf  on  an  Internet or  intranet  website  (including  www.sec.gov/edgar.shtml),  if  any,  to  which each Lender and the Administrative Agent have access (whether a commercial, third party website  or  whether  sponsored  by  the  Administrative  Agent);  provided  that:  such  Borrower  shall  deliver  paper  copies of such documents to the Administrative Agent or any Lender upon its request to such Borrower to  deliver  such  paper  copies  until  a  written  request  to  cease  delivering  paper  copies  is  given  by  the  Administrative Agent or such Lender.  The Administrative Agent shall have no obligation to request the  delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no  responsibility to monitor compliance by such Borrower with any such request by a Lender for delivery,  and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such  documents.          Such Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may,  but shall not be obligated to, make available to the Lenders materials and/or information provided by or  on  behalf  of  such  Borrower  hereunder  (collectively,  “Borrower  Materials”)  by  posting  the  Borrower  Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission system (the  “Platform”) and (b) certain of the Lenders (each a “Public Lender”) may have personnel who do not wish  to  receive  material  non-public  information  with  respect  to  such  Borrower  or  its  Affiliates,  or  the  respective securities of any of the foregoing, and who may be engaged in investment and other market- related  activities  with  respect  to  such  Persons’  securities.   Such  Borrower  hereby  agrees  that  (w)  all  Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously  marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently  on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” such Borrower shall be deemed  to  have  authorized  the  Administrative  Agent,  the  Arrangers  and the  Lenders  to  treat  such  Borrower  Materials  as  not  containing  any  material  non-public  information  with  respect  to  such  Borrower  or  its  securities for purposes of United States federal and state securities Laws (provided, however, that to the  extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07);  (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the  Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall  be  entitled  to  treat  any  Borrower  Materials  that  are  not  marked  “PUBLIC”  as  being  suitable  only  for  posting on a portion of the Platform not designated as “Public Side Information.”  Notwithstanding the  foregoing, such Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”      6.03   Notices.         Promptly notify the Administrative Agent of:                (a)    the occurrence of any Default.                (b)    any  matter  that  has  resulted  or  could  reasonably  be  expected  to  result  in  a         Material Adverse Effect.                (c)    the occurrence of any ERISA Event.                (d)    any announcement by S&P or Moody’s of any change in a Debt Rating of RJF.                                              56  CHAR1\1635542v6  





 






               Each  notice  pursuant  to  this  Section  6.03  (other  than  clause  (d))  shall  be  accompanied  by  a  statement of a Responsible Officer of such Borrower setting forth details of the occurrence referred to  therein and stating what action such Borrower has taken and proposes to take with respect thereto.  Each  notice  pursuant  to  Section  6.03(a)  shall  describe  with  particularity  any  and  all  provisions  of  this  Agreement and any other Loan Document that have been breached (if any).      6.04   Payment of Taxes.         Pay and discharge as the same shall become due and payable, all its tax liabilities, assessments  and governmental charges or levies upon it or its properties, unless (a) the same are being contested in  good  faith  by  appropriate  proceedings  diligently  conducted  and adequate  reserves  in  accordance  with  GAAP are being maintained by such Borrower or the applicable Subsidiary in connection therewith or (b)  to the extent that failure to do so could reasonably be expected to have a Material Adverse Effect.      6.05   Preservation of Existence, Etc.         (a)    Preserve,  renew  and  maintain  in  full  force  and  effect  (i)  the  legal  existence  and  good  standing  of  such  Borrower  under  the  Laws  of  the  jurisdiction  of  its  organization  and  (ii)  the  legal  existence  and  good  standing  of  each  Subsidiary  under  the  laws  of  the  jurisdiction  of  its  organization,  except with respect to a Subsidiary to the extent permitted by Section 7.04; (b) take all reasonable action  to  maintain  all  rights,  privileges,  permits,  licenses  and  franchises  necessary  or  desirable  in  the  normal  conduct of its business, except to the extent that failure to do so could not reasonably be expected to have  a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names  and service marks, in each case, the non-preservation of which could reasonably be expected to have a  Material Adverse Effect.      6.06   Capital Requirements.         (a)    Maintain,  and  cause  each  bank  Subsidiary  (including,  with  respect  to  RJF,  Raymond  James Bank National Association) to maintain, at all times such amount of capital as may be prescribed  by such entity’s prudential supervisor, from time to time, whether by regulation, agreement or order; and         (b)    At all times ensure that each bank Subsidiary (including, with respect to RJF, Raymond  James  Bank  National  Association)  is  “well  capitalized”  within  the  meaning  of  12  U.S.C.  §1831(o),  as  amended, reenacted or redesignated from time to time.      6.07   Maintenance of Insurance.          Maintain  insurance  reasonably  consistent  with  such  Borrower’s  past  practice,  as  reviewed  and  approved by such Borrower’s Audit and Risk Committee of its Board of Directors, with changes based on  changes in regulatory requirements, market conditions, or other factors.      6.08   Compliance with Laws.         Comply  in  all  material  respects  with  the  requirements  of  all  Laws,  and  all  rules,  regulations,  orders,  writs,  injunctions  and  decrees  applicable  to  it  or  to  its  business  or  property,  except  in  such  instances in which (a) such requirement of Law or rule, regulation, order, writ, injunction or decree is  being  contested  in  good  faith  by  appropriate  proceedings  diligently  conducted;  or  (b)  the  failure  to  comply therewith could not reasonably be expected to have a Material Adverse Effect.      6.09   Books and Records.                                             57  CHAR1\1635542v6  





 






               (a)  Maintain  proper  books  of  record  and  account  in  conformity  with  GAAP;  and  (b)  maintain  such  books  of  record  and  account  in  material  conformity  with  all  applicable  requirements  of  any  Governmental  Authority  having  regulatory  jurisdiction  over  such  Borrower  or  such  Subsidiary,  as  the  case may be.      6.10   Inspection Rights.         Permit  representatives  and  independent  contractors  of  the  Administrative  Agent  to  visit  and  inspect any of its properties, to examine its corporate, financial and operating records, and make copies  thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers,  and  independent  public  accountants  (provided,  that,  such  Borrower  shall  have  the  opportunity  to  be  present at such discussions), all, subject to the proviso below, at the expense of the Administrative Agent  and at such reasonable times during normal business hours and as often as may be reasonably desired,  upon  reasonable  advance  notice  to  such  Borrower;  provided,  however,  that  when  an  Event  of  Default  exists the Administrative Agent (or any of its representatives or independent contractors) may do any of  the  foregoing  at  the  expense  of  such  Borrower  at  any  time  during  normal  business  hours  and  without  advance notice.      6.11   Use of Proceeds.         Use  the  proceeds  of  the  Credit  Extensions  to  (a)  with  respect  to  RJF,  (i)  refinance  any  Indebtedness outstanding under the Existing Credit Agreement and (ii) finance working capital and other  lawful corporate purposes, and (b) with respect to RJA, finance short-term operating needs; provided that  in no event shall the proceeds of the Credit Extensions be used in contravention of any Law or of any  Loan  Document.  It  is  understood  and  agreed  that  Credit  Extensions  may  not  be  used  (x)  to  repay  outstanding  advances  hereunder  or  (y)  for  the  purpose  of  contributing  to  or  meeting  any  capital  requirements applicable to a Borrower or any Subsidiary that is a broker-dealer.      6.12   Anti-Corruption Laws; Sanctions.           Conduct its businesses in material compliance with the United States Foreign Corrupt Practices  Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other applicable  jurisdictions and with all applicable Sanctions and maintain policies and procedures designed to promote  and achieve compliance with such laws and Sanctions.      6.13   Registration Status.           Maintain RJA’s (a) registration as a registered “broker-dealer” under the Securities Exchange Act  of 1934 and under the Laws of each state in which such registration is required and where a failure to  maintain such registration could be likely to have a Material Adverse Effect, and (b) membership with  FINRA, except where the failure to maintain such membership could not be reasonably likely to have a  Material Adverse Effect.      6.14   Regulatory Matters.                  (a)    Take  all  reasonable  action  to  maintain  all  rights,  privileges, broker-dealer        licenses  and  memberships  and  broker-dealer  registrations  necessary  in  the  normal  conduct  of        RJA’s business, except, in each case, to the extent that failure to do so could not reasonably be        expected to have a Material Adverse Effect                                               58  CHAR1\1635542v6  





 






                      (b)    Comply with all rules and regulations of the SEC and FINRA applicable to RJA        (including  such  rules  and  regulations  dealing  with  net  capital requirements)  and,  to  the  extent        applicable to RJA, all similar, equivalent or comparable foreign statutes, rules, regulations and        other  regulatory  requirements,  except,  in  each  case,  where  the failure  to  so  comply  could  not        reasonably be expected to have a Material Adverse Effect.                                        ARTICLE VII                                                                              NEGATIVE COVENANTS         Until the Facility Termination Date, no Borrower shall, nor shall it permit any Subsidiary to:      7.01   Liens.         Directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property,  assets or revenues, whether now owned or hereafter acquired, other than the following:                (a)    Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals,        extensions or replacements thereof; provided that the property covered thereby is not increased,        and with respect to any replacement Lien, the amount of any Indebtedness secured by such Lien        shall not be increased;                (b)    Liens  (other  than  Liens  imposed  under  ERISA)  for  taxes,  assessments  or         governmental charges or levies not more than 60 days past due or which are being contested in         good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect         thereto are maintained on the books of the applicable Person in accordance with GAAP;                (c)    Liens  of  carriers,  warehousemen, mechanics,  materialmen,  workmen  and         repairmen or other like Liens arising in the ordinary course of business which are not overdue for         a  period  of  more  than  60  days  or  which  are  being  contested  in  good  faith  and  by  appropriate         proceedings diligently conducted;                (d)    pledges  or  deposits  in  the  ordinary  course  of  business  in  connection  with         workers’ compensation, unemployment insurance and other social security obligations, other than         any Lien imposed by ERISA;                (e)     deposits  to  secure  the  performance  of  bids,  tenders,  trade  contracts  and  leases         (other than Indebtedness), statutory obligations, surety and appeal bonds, performance and return         of money bonds, agreements with utilities and other obligations of a like nature incurred in the         ordinary course of business;                (f)    easements,  rights-of-way, restrictions  and  other  similar  encumbrances  affecting         real  property  which,  in  the  aggregate,  do  not  materially  detract  from  the  value  of  the  property         subject thereto or materially interfere with the ordinary conduct of the business of the applicable         Person;                (g)    Liens securing judgments for the payment of money (or appeal or other surety         bonds relating to such judgments), which judgments do not constitute an Event of Default under         Section 8.01(h);                                              59  CHAR1\1635542v6  





 






                      (h)    leases or subleases granted to others not interfering in any material respect with         the business of such Borrower or any Subsidiary;                (i)    any  interest  of  title  of  a  lessor  under,  and  Liens  arising  from  UCC  financing         statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to,        leases permitted by this Agreement;                (j)    normal  and  customary  Liens  and  rights  of  setoff  upon  deposits  of  cash  and        securities in favor of banks, brokers or other financial institutions;                 (k)    Liens  of  a  collection  bank  arising  under  Section  4-210  of  the  Uniform         Commercial Code on items in the course of collection;                 (l)    any Lien existing on property (and the proceeds thereof) existing at the time of its         acquisition and any modification, replacement, renewal or extension thereof; provided that such         Lien was not created in contemplation of such acquisition;                 (m)    pledges of securities or commodity positions and exchange memberships in the         ordinary course of business;                (n)    deposits  or  securities  with  commodity  or  securities  exchanges  or  clearing         organizations,  or  with  other  exchanges  or  markets,  in  each  case  in  the  ordinary  course  of         business;                (o)    Liens  securing  purchase  money  Indebtedness,  including  Capitalized  Lease         Obligations  and  mortgage  Indebtedness  incurred  pursuant  to  Section  7.03(c);  provided  that  (i)        such Liens do not at any time encumber any property other than the property financed by such        Indebtedness and (ii) such Liens attach to such property within 90 days of the acquisition thereof;                 (p)    (i) Liens securing Indebtedness incurred in compliance with Section 7.03(e), (g),        (j)  and  (k)  on  the  related  assets  being  financed  with  such  Indebtedness,  (ii)  Liens  securing        Indebtedness  incurred  in  compliance  with  Section  7.03(h)  on  cash  or  the  related  assets  being        financed  with  such  Indebtedness,  (iii)  Liens  on  assets  of  the  relevant  obligor  securing        Indebtedness incurred in compliance with Section 7.03(f) or (l) and (iv) Liens on assets of the        relevant obligor securing Investments permitted by Section 7.02(g); and                (q)    other Liens securing Indebtedness or other obligations in an aggregate principal        amount not to exceed at any one time, the difference of $300,000,000 less, without duplication,        any  Indebtedness  incurred  pursuant  to  Section  7.03(q);  provided,  that,  the  principal  amount  of        Indebtedness and other obligations of RJA secured by any Liens incurred pursuant to this Section        7.01(q)  and  Indebtedness  of  RJA  incurred  pursuant  to  Section  7.03(q)  shall  not  exceed        $75,000,000 in the aggregate at any one time.      7.02   Investments.      Directly or indirectly make any Investments, except:                (a)    Investments existing on the Closing Date set forth on Schedule 7.02;                 (b)    Investments in Cash Equivalents;                                             60  CHAR1\1635542v6  





 






                      (c)    travel  advances  and  other  similar  cash  advances  made  to  employees  in  the        ordinary course of business;                 (d)    Permitted Acquisitions;                 (e)    So  long  as  no  Default  shall  have  occurred  and  be  continuing and no Material        Adverse Effect could reasonably be expected to result therefrom, Investments in Subsidiaries;                 (f)    Investments  consisting  of  marketable  securities  purchased  under  agreements  to  resell to the extent entered into in the ordinary course of business;                 (g)    Investments in mortgage, pre-development, construction or other loans, advances  or Guarantees not to exceed $300,000,000 in aggregate principal amount at any one time outstanding to  finance low income housing projects whose creditworthiness has been underwritten by Raymond James  Tax Credit Funds, Inc.;                (h)    Investments in a Canadian trust fund established and funded to acquire common  stock of RJF in the open market in order to make in-kind settlements of restricted stock units granted as  bonuses to certain employees of Raymond James Ltd./Raymond James Ltée; and                (i)    so  long  as  no  Event  of  Default  pursuant  to  Section  8.01(a)  or  (f)  shall  have  occurred and be continuing, other Investments in the ordinary course.      7.03   Indebtedness.         Directly or indirectly create, incur, assume or suffer to exist any Indebtedness of any Subsidiary,  except:                (a)    Indebtedness  outstanding  on  the  Closing  Date  as  set  forth  on  Schedule  7.03,        including  the  current  revolving  credit  Indebtedness  of  Clarivest  Asset  Management  (and        renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness        is not increased at the time of such refinancing, renewal or extension except by an amount equal        to  a  reasonable  premium  or  other  reasonable  amount  paid,  and  fees  and  expenses  reasonably        incurred,  in  connection  with  such  refinancing  and  by  an  amount equal  to  any  existing        commitments unutilized thereunder and (ii) the final maturity date in connection with any such        renewal, refinancing or extension shall not be earlier than the earliest of (x) the existing maturity        date of such Indebtedness and (y) the Maturity Date.                (b)    obligations  (contingent  or  otherwise)  existing  or  arising  under any Swap        Contract, provided that such obligations are (or were) entered into by such Person in the ordinary        course of business and not for purposes of speculation;                (c)    (i)  purchase  money  Indebtedness,  including  Capitalized  Lease  Obligations  and        mortgage Indebtedness hereafter incurred to finance the purchase, construction or improvement        of assets and renewals, refinancings and extensions thereof;                 (d)    so long as such Borrower is in compliance with the financial covenants set forth        in  Section  7.11(a)  or  (b),  as  applicable,  on  a  pro  forma  basis after  giving  effect  thereto,        Indebtedness (i) of any Person that is merged or consolidated with and into such Borrower or any        Subsidiary and (ii) of any Person that becomes a Subsidiary as a result of an Acquisition to the                                             61  CHAR1\1635542v6  





 






               extent,  in  each  case,  that  such  Indebtedness  was  not  incurred  in  connection  with,  or  in        contemplation of, such Person becoming a Subsidiary;                 (e)    short-term  Indebtedness  of  broker  dealer  Subsidiaries  incurred in the ordinary        course of business;                (f)    Indebtedness  of  Raymond  James  Bank  National  Association  consisting  of         Federal Home Loan Bank or Federal Reserve Bank borrowings;                 (g)    marketable  securities  sold  under agreements  to  repurchase  entered  into  in  the         ordinary of business;                (h)    (i)  moneys  due  to  counterparties  under  stock  loan  transactions in  respect  of         marketable securities, (ii) liabilities to customers for cash on deposit, (iii) liabilities to brokers,         dealers  and  clearing  organizations  relating  to  the  settlement  of  securities  transactions  and  (iv)         monies due to counterparties under interest rate and credit default swap transactions, in each case         under  clauses  (i)  through  (iv)  arising,  or  pursuant  to  transactions  entered  into,  in  the  ordinary         course of business;                (i)    Indebtedness of any Subsidiary to such Borrower or any other Subsidiary;                 (j)    Non-recourse  Indebtedness  of  RJF  and  its  Subsidiaries  incurred in  connection         with merchant banking activities in an aggregate principal amount not to exceed $100,000,000 at         any time outstanding;                (k)    Non-recourse  Indebtedness  related  to  investments  in  real  estate  partnerships         owed by variable interest entities of any Subsidiary of RJF and in an aggregate principal amount         not to exceed the value of associated assets reflected on RJF’s balance sheet;                (l)    working  capital  facilities  entered  into  in  the  ordinary  course of  business  by         Subsidiaries  of  RJF  that  are  not  located  or  organized  in  any  State  in  the  United  States  or  the         District of Columbia, in an aggregate principal amount not to exceed $50,000,000 at any one time         outstanding;                (m)    endorsements of instruments for deposit or collection in the ordinary course of         business;                (n)    letters  of  credit  issued  by  Raymond  James  Bank  National  Association  or  any         other banking Subsidiary in the ordinary course of business;                (o)    Guarantees  by  Raymond  James  Bank  National  Association  of  payment  in  the         event of default for exposure under interest rate swaps on behalf of corporate borrowers doing         business with Raymond James Capital Services, Inc.;                 (p)    Guarantees of Indebtedness otherwise permitted by this Section 7.03; and                (q)    other unsecured Indebtedness in an aggregate principal amount not to exceed the        difference of $300,000,000 less, without duplication, the principal amount of Indebtedness and        other  obligations  secured  by  any  Liens  incurred  pursuant  to  Section  7.01(q);  provided,  that,        Indebtedness  of  RJA  incurred  pursuant  to  this  Section  7.03(q)  and  the  principal  amount  of                                             62  CHAR1\1635542v6  





 






               Indebtedness  and  other  obligations  of  RJA  secured  by  any  Liens incurred  pursuant  to  Section        7.01(q) shall not exceed $75,000,000 in the aggregate at any one time.      7.04   Fundamental Changes.         Directly  or  indirectly,  merge,  dissolve,  liquidate  or  consolidate  with  or  into  another  Person  (including  pursuant  to  a  Delaware  LLC  Division),  except  that  (a)  such  Borrower  may  merge  or  consolidate  with  any  Subsidiary  or  any  other  Person;  provided, that,  (i)  such  Borrower  shall  be  the  continuing or surviving Person and (ii) the Borrowers may not merge with each other, (b) any Subsidiary  may be merged or consolidated with or into any other Subsidiary or any other Person; provided, that, if  such merger or consolidation involves either Raymond James Bank National Association or RJA, then  such Subsidiary shall be the continuing or surviving Person, and (c) any Subsidiary (other than Raymond  James  Bank  National  Association  or  RJA)  may  dissolve,  liquidate  or  wind  up  its  affairs  at  any  time;  provided,  that,  such  dissolution,  liquidation  or  winding  up,  as  applicable,  could  not  reasonably  be  expected to have a Material Adverse Effect.       7.05   Dispositions.         Directly  or  indirectly,  make  any  Disposition  (including  pursuant to  a  Delaware  LLC  Division)  except:                (a)    Dispositions in the ordinary course of business; and                (b)    other Dispositions, so long as the amount of assets disposed of pursuant to this        clause (b) during the most recently ended four consecutive quarterly period for which financial        statements  have  been  delivered  pursuant  to  Section  6.01  do  not exceed,  in  the  aggregate,  the        lesser of (i) 20% of consolidated total assets of such Borrower and its Subsidiaries, as determined        in  accordance  with  GAAP,  as  of  the  most  recent  quarter  end  and (ii)  20%  of  Consolidated        EBITDA for the most recently ended four consecutive quarter period.      7.06   Restricted Payments.         Directly or indirectly, declare or make, directly or indirectly, any Restricted Payment, or incur  any obligation (contingent or otherwise) to do so, except that:                (a)    each Subsidiary may declare and make Restricted Payments to such Borrower;                (b)    such Borrower and each Subsidiary may declare and make dividend payments or        other distributions payable solely in the common Equity Interests of such Person;                 (c)    each Subsidiary may declare and make Restricted Payments ratably to holders of        its Equity Interests;                 (d)    such  Borrower  may  repurchase Equity  Interests  upon  the  exercise  of  stock         options if such Equity Interests represent a portion of the exercise price of such options;                (e) such Borrower may make cash payments in lieu of the issuance of fractional shares         representing insignificant interests in such Borrower in connection with the exercise of warrants,         options or other securities convertible into or exchangeable for common stock of such Borrower;         and                                             63  CHAR1\1635542v6  





 






                      (f)    such  Borrower  may  declare  and  make  Restricted  Payments  if, immediately        before  and  after  giving  effect  thereto,  (i)  no  Event  of  Default  shall  have  occurred  and  be        continuing  and  (ii)  such  Borrower  is  in  compliance  with  the  financial  covenants  set  forth  in        Section 7.11(a) or (b), as applicable, on a pro forma basis after giving effect thereto.      7.07   Change in Nature of Business.         Directly or indirectly, engage in any business or activity that is substantially different from the  businesses and activities of such Borrower and its Subsidiaries on the Closing Date and any business or  activity  reasonably  related,  complementary,  ancillary  or  incidental  thereto,  other  than  any  business  or  activity that is immaterial to such Borrower and its Subsidiaries taken as a whole.      7.08   Transactions with Affiliates.         Directly or indirectly, enter into or permit to exist any transaction or series of transactions with  any Affiliate of such Person (other than transactions among such Borrower and its Subsidiaries), whether  or not in the ordinary course, other than on fair and reasonable terms substantially as favorable to such  Borrower or such Subsidiary as would be obtainable by such Borrower or such Subsidiary with a non- affiliate in an arm’s length transaction.      7.09   Burdensome Agreements.         Directly or indirectly, enter into, or permit to exist, any Contractual Obligation that with respect  to any Subsidiary, encumbers or restricts the ability of such Subsidiary to (a) make Restricted Payments  to such Borrower, (b) pay any Indebtedness or other obligation owed to such Borrower, (c) make loans or  advances  to  such  Borrower  or  (d)  transfer  any  of  its  property  to  such  Borrower,  except  for  (i)  this  Agreement  and  the  other  Loan  Documents,  (ii)  any  document  or  instrument  governing  Indebtedness  secured by Liens pursuant to Sections 7.01(o) or (p); provided that any such restriction contained therein  relates only to the asset or assets constructed or acquired in connection therewith, (iii) any Permitted Lien  or  any  document  or  instrument governing  any  Permitted  Lien;  provided  that  any  such  restriction  contained  therein  relates  only  to  the  asset  or  assets  subject  to  such  Permitted  Lien,  (iv)  customary  restrictions and conditions contained in any agreement relating to the sale of any property permitted under  Section  7.05  pending  the  consummation  of  such  sale,  (v)  customary  provisions  in  joint  venture  agreements and other similar agreements and (vi) customary provisions restricting assignment contained  in leases, subleases, licenses and other agreements.      7.10   Use of Proceeds.         Directly or indirectly, use the proceeds of any Credit Extension, whether directly or indirectly,  and  whether  immediately,  incidentally  or  ultimately,  to  purchase  or  carry  margin  stock  (within  the  meaning  of  Regulation  U  of  the  FRB)  or  to  extend  credit  to  others  for  the  purpose  of  purchasing  or  carrying margin stock or to refund indebtedness originally incurred for such purpose.      7.11   Financial Covenants.                (a)    With respect to RJF:                        (i)   Consolidated Debt to Capitalization Ratio.  At any time, permit the ratio                of (i) Consolidated Funded Indebtedness to (ii) Consolidated Total Capitalization to be                greater than 0.35 to 1.00.                                             64  CHAR1\1635542v6  





 






                              (ii)  Consolidated  Tangible  Net  Worth.   At  any  time,  permit  Consolidated                Tangible  Net  Worth  of  RJF  and  its  Subsidiaries  to  be  less  than the  sum  of  (i)                $4,133,000,000  plus  (ii)  an  amount  equal  to  fifty  percent  (50.0%)  of  the  net  cash                proceeds from the issuance of Equity Interests by RJF or any Subsidiary subsequent to                the Closing Date plus (iii) fifty percent (50%) of Consolidated Net Income of RJF and                its  Subsidiaries,  to  the  extent  positive,  for  any  quarter  end  subsequent  to  the  Closing                Date.                        (iii) Capital Ratio.  At any time, permit the month-end Net Capital Ratio of                RJA to be less than 10%.                (b)    With respect to RJA:                        (i)   Consolidated  Tangible  Net  Worth.   At  any  time,  permit  Consolidated                Tangible Net Worth of RJA and its Subsidiaries to be less than $1,687,000,000.                        (ii)  Capital Ratio.  At any time, permit the month-end Net Capital Ratio of                RJA to be less than 10%.      7.12   Sanctions.         Directly or indirectly, use any Credit Extension or the proceeds of any Credit Extension, or lend,  contribute or otherwise make available such Credit Extension or the proceeds of any Credit Extension to  any Person, to fund any activities of or business with any Person, or in any Designated Jurisdiction, that,  at  the  time  of  such  funding,  is  the  subject  of  Sanctions,  or  in  any  other  manner  that  will  result  in  a  violation by any party hereto of Sanctions.      7.13   Anti-Corruption Laws.          Directly  or  indirectly,  use  the  proceeds  of  any  Credit  Extension  for  any  purpose  which  would  materially breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 or  other similar anti-corruption legislation in other applicable jurisdictions.                                                ARTICLE VIII                                                                       EVENTS OF DEFAULT AND REMEDIES      8.01   Events of Default.         With  respect  to  each  Borrower,  any  of  the  following  shall  constitute  an  Event  of  Default with  respect to such Borrower:                (a)    Non-Payment.  Such Borrower fails to pay (i) when and as required to be paid        herein, any amount of principal of any Loan, or (ii) within three Business Days after the same        becomes due, any interest on any Loan, or any fee due hereunder, or (iii) within five Business        Days after the same becomes due, any other amount payable hereunder or under any other Loan        Document; or                                              65  CHAR1\1635542v6  





 






                      (b)    Specific  Covenants.   Such  Borrower  fails  to  perform  or  observe any  term,        covenant or agreement contained in Section 6.01, 6.02(a), 6.02(b), 6.03(a), 6.05(a)(i), or 6.11 or        Article VII; or                (c)    Other Defaults.  Such Borrower fails to perform or observe any other covenant or        agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its        part to be performed or observed and such failure continues for thirty days after the earlier of (i)        the date on which such failure first became known to a Responsible Officer of such Borrower or        (ii)  written  notice  thereof  is  given  to  a  Responsible  Officer  of  such  Borrower  by  the        Administrative Agent; or                (d)    Representations  and  Warranties.   Any  representation,  warranty, certification  or        statement of face made or deemed made by or on behalf of such Borrower herein, in any other        Loan  Document,  or  in  any  document  delivered  in  connection  herewith  or  therewith  shall  be        untrue in any material respect (other than those representations and warranties that are qualified        by materiality, in which case in any respect) when made or deemed made; or                (e)    Cross-Default.  Subject to the last two paragraphs of this Section 8.01, (i) such        Borrower  or  any  Subsidiary  (A)  fails  to  make  any  payment  when  due  (whether  by  scheduled        maturity,  required  prepayment,  acceleration,  demand,  or  otherwise)  in  respect  of  any        Indebtedness  or  Guarantee  of  such  Indebtedness  (other  than  Indebtedness  hereunder  and         Indebtedness  under  Swap  Contracts)  or  (B)  after  giving  effect  to  any  grace  period  applicable         thereto,  fails  to  observe  or  perform  any  other  agreement  or  condition  relating  to  any  such         Indebtedness  or  Guarantee  of  such  Indebtedness  or  contained  in any  instrument  or  agreement         evidencing, securing or relating thereto, or any other event occurs, the effect of which default or         other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary         or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or         beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to         be  demanded  or  to  become  due  or  to  be  repurchased,  prepaid,  defeased  or  redeemed         (automatically  or  otherwise),  or  an  offer  to  repurchase,  prepay,  defease  or  redeem  such         Indebtedness to be  made, prior to its stated  maturity, or such Guarantee to become payable or         cash  collateral  in  respect  thereof  to  be  demanded  and/or  (ii)  there  occurs  under  any  Swap         Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any         event of default under such Swap Contract as to which such Borrower or any Subsidiary is the         Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined)         under such Swap Contract as to which such Borrower or any Subsidiary is an Affected Party (as         so defined) and, with respect to sub-paragraphs (i) and (ii) of this Section 8.01(e), the aggregate        principal  amount  (including  drawn  and  outstanding  amounts  owing  to  all  creditors  under  any        combined or syndicated credit arrangement) of such Indebtedness or Guarantee of Indebtedness        under  clause  (i)  above,  plus  the  Swap  Termination  Value  owed  by  such  Borrower  or  any        Subsidiary as a result of an event under clause (ii) above is, in the aggregate, more than (x) with        respect  to  RJF  and  its  Subsidiaries,  the  Threshold  Amount  or  (y)  with  respect  to  RJA  and  its        Subsidiaries, $40,000,000; or                (f)    Insolvency  Proceedings,  Etc.   Such  Borrower  or  any  Subsidiary  institutes  or        consents  to  the  institution  of  any  proceeding  under  any  Debtor Relief  Law,  or  makes  an        assignment  for  the  benefit  of  creditors;  or  applies  for  or  consents  to  the  appointment  of  any        receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all        or any material part of its property; or any receiver, trustee,  custodian, conservator, liquidator,        rehabilitator or similar officer is appointed without the application or consent of such Person and        the appointment continues undischarged or unstayed for sixty calendar days; or any proceeding                                            66  CHAR1\1635542v6  





 






               under  any  Debtor  Relief  Law  relating  to  any  such  Person  or  to  all  or  any  material  part  of  its        property is instituted without the consent of such Person and continues undismissed or unstayed        for sixty calendar days, or an order for relief is entered in any such proceeding; or                (g)    [reserved]                 (h)    Judgments.   There  is  entered  against  such  Borrower  or  any  Subsidiary  one  or        more final judgments or orders for the payment of money in an aggregate amount (as to all such        judgments or orders) exceeding the Threshold Amount (to the extent not covered by independent        third-party insurance as to which the insurer has been notified of the claim and does not dispute        coverage),  and,  (A)  enforcement  proceedings  are  commenced  by  any  creditor  upon  such        judgment or order, or (B) there is a period of thirty (30) consecutive days during which a stay of        enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or                (i)    ERISA.   (i)  An  ERISA  Event  occurs  with  respect  to  a  Pension  Plan  or        Multiemployer Plan which has resulted or would reasonably be expected to result in liability of        such Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in        an aggregate amount in excess of the Threshold Amount; provided, however, that, for purposes of        determining whether withdrawal liability associated with a Multiemployer Plan is in excess of the        Threshold Amount, only the maximum annual withdrawal liability payment amount pursuant to        Section  4219(c)  of  ERISA  shall  be  taken  into  account,  as  opposed  to  the  total  aggregate        withdrawal liability assessed, or (ii) such Borrower 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 the Threshold Amount; or                (j)    Invalidity of Loan Documents.  Any material provision of any Loan Document,        at any time after its execution and delivery and for any reason other than as expressly permitted        hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and         effect; or such Borrower or any Subsidiary of such Borrower contests in any manner the validity         or enforceability of any provision of any Loan Document; or such Borrower denies that it has any         or  further  liability  or  obligation  under  any  provision  of  any  Loan  Document,  or  purports  to         revoke, terminate or rescind any Loan Document; or                (k)    Change of Control.  There occurs any Change of Control.         For the avoidance of doubt, (i) a Default with respect to RJF that does not otherwise constitute a  Default  with  respect  to  RJA,  shall  not  result  in  a  Default  with  respect  to  RJA  hereunder  and  none  of  RJA’s rights hereunder shall be impaired as a result of such Default with respect to RJF, including RJA’s  ability to request a Borrowing and receive Loans hereunder and (ii) a Default with respect to RJA that  does not otherwise constitute a Default with respect to RJF, shall not result in a Default with respect to  RJF  hereunder  and  none  of  RJF’s  rights  hereunder  shall  be  impaired  as  a  result  of  such  Default  with  respect to RJA, including RJF’s ability to request a Borrowing and receive Loans hereunder.          Notwithstanding anything herein to the contrary, any default pursuant to Section 8.01(e)(i)(A) by  RJA (including with respect to the Indebtedness hereunder) having an aggregate principal amount of more  than the Threshold Amount shall constitute an Event of Default with respect to RJF.      8.02   Remedies Upon Event of Default.                                              67  CHAR1\1635542v6  





 






               If any Event of Default occurs and is continuing with respect to any Borrower, the Administrative  Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the  following actions:                (a)    declare the commitment of each Lender to make Loans to such Borrower to be        terminated, whereupon such commitments and obligation shall be terminated;                (b)    declare the unpaid principal amount of all outstanding Loans to such Borrower,        all  interest  accrued  and  unpaid  thereon,  and  all  other  amounts owing  or  payable  hereunder  or        under  any  other  Loan  Document  to  be  immediately  due  and  payable,  without  presentment,        demand, protest or other notice of any kind, all of which are hereby expressly waived by such        Borrower;                (c)    exercise on behalf of itself and the Lenders all rights and remedies available to it        and the Lenders under the Loan Documents or applicable Law or at equity;   provided,  however,  that  upon  the  occurrence  of  an  actual  or  deemed  entry  of  an  order  for  relief  with  respect to such Borrower under the Bankruptcy Code of the United States, the obligation of each Lender  to  make  Loans  to  such  Borrower  shall  automatically  terminate,  the  unpaid  principal  amount  of  all  outstanding Loans to such Borrower and all interest and other amounts as aforesaid shall automatically  become due and payable, without further act of the Administrative Agent or any Lender.      8.03   Application of Funds.         After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically  become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received  on  account  of  the  Obligations  shall,  subject  to  the  provisions of  Section  2.15,  be  applied  by  the  Administrative Agent in the following order:          First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and  other  amounts  (including  fees,  charges  and  disbursements  of  counsel  to  the  Administrative  Agent  and  amounts payable under Article III) payable to the Administrative Agent in its capacity as such;         Second,  to  payment  of  that  portion  of  the  Obligations  constituting  fees,  indemnities  and  other  amounts  (other  than  principal  and  interest)  payable  to  the  Lenders  (including  fees,  charges  and  disbursements of counsel to the respective Lenders and amounts payable under Article III), ratably among  them in proportion to the respective amounts described in this clause Second payable to them;         Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on  the  Loans,  ratably  among  the  Lenders  in  proportion to  the  respective  amounts  described  in  this  clause  Third payable to them;         Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans,  ratably among the Lenders in proportion to the respective amounts described in this clause Fourth payable  to them; and          Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the  applicable Borrower or as otherwise required by Law.                                              68  CHAR1\1635542v6  





 






                                              ARTICLE IX                                                                             ADMINISTRATIVE AGENT      9.01   Appointment and Authority.         Each  of  the  Lenders  hereby  irrevocably  appoints  Bank  of  America  to  act  on  its  behalf  as  the  Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative  Agent  to  take  such  actions  on  its  behalf  and  to  exercise  such  powers  as  are  delegated  to  the  Administrative  Agent  by  the  terms  hereof  or  thereof,  together  with  such  actions  and  powers  as  are  reasonably  incidental  thereto.   The  provisions  of  this  Article IX  are  solely  for  the  benefit  of  the  Administrative Agent, the Lenders, and the Borrowers shall not have rights as a third party beneficiary of  any of such provisions.  It is understood and agreed that the use of the term “agent” herein or in any other  Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to  connote  any  fiduciary  or  other  implied  (or  express)  obligations  arising  under  agency  doctrine  of  any  applicable  Law.  Instead  such  term  is  used  as  a  matter  of  market  custom,  and  is  intended  to  create  or  reflect only an administrative relationship between contracting parties.      9.02   Rights as a Lender.         The Person serving as the Administrative Agent hereunder shall have the same rights and powers  in  its  capacity  as  a  Lender  as  any  other  Lender  and  may  exercise  the  same  as  though  it  were  not  the  Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or  unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder  in its individual capacity.  Such Person and its Affiliates may accept deposits from, lend money to, own  securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any  kind of business with any Borrower or any Subsidiary or other Affiliate thereof as if such Person were not  the Administrative Agent hereunder and without any duty to account therefor to the Lenders or to provide  notice to or consent of the Lenders with respect thereto.      9.03   Exculpatory Provisions.         The Administrative Agent shall not have any duties or obligations except those expressly set forth  herein  and  in  the  other  Loan  Documents,  and  its  duties  hereunder  shall  be  administrative  in  nature.   Without limiting the generality of the foregoing, the Administrative Agent:                (a)    shall not be subject to any fiduciary or other implied duties, regardless of whether         a Default has occurred and is continuing;                (b)    shall  not  have  any  duty  to  take  any  discretionary  action  or  exercise  any         discretionary powers, except discretionary rights and powers expressly contemplated hereby or by         the  other  Loan  Documents  that  the  Administrative  Agent  is  required  to  exercise  as  directed  in         writing by the Required Lenders (or such other number or percentage of the Lenders as shall be         expressly provided for herein or in the other Loan Documents), provided that the Administrative        Agent shall not be required to take any action that, in its opinion or the opinion of its counsel,        may expose the Administrative Agent to liability or that is contrary to any Loan Document or        applicable Law, including for the avoidance of doubt any action that may be in violation of the        automatic  stay  under  any  Debtor  Relief  Law  or  that  may  effect  a  forfeiture,  modification  or        termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and                                              69  CHAR1\1635542v6  





 






                      (c)    shall not, except as expressly set forth herein and in the other Loan Documents,        have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any        information relating to any Borrower or any of its Affiliates that is communicated to or obtained        by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.         Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken  or not taken by the Administrative Agent under or in connection with this Agreement or any other Loan  Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the  Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the  Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided  in Sections 11.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as  determined by a court of competent jurisdiction by final and nonappealable judgment.  Any such action  taken  or  failure  to  act  pursuant  to  the  foregoing  shall  be  binding  on  all  Lenders.   The  Administrative  Agent  shall  be  deemed  not  to  have  knowledge  of  any  Default  unless  and  until  notice  describing  such  Default is given in writing to the Administrative Agent by any Borrower or a Lender.          Neither the Administrative Agent nor any of its Related Parties have any duty or obligation to any  Lender  or  participant  or  any  other  Person  to  ascertain  or  inquire  into  (i)  any  statement,  warranty  or  representation  made  in  or  in  connection  with  this  Agreement  or any  other  Loan  Document,  (ii)  the  contents of any certificate, report or other document delivered hereunder or thereunder or in connection  herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other  terms  or  conditions  set  forth  herein  or  therein  or  the  occurrence  of  any  Default,  (iv)  the  validity,  enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other  agreement,  instrument  or  document  or  (v)  the  satisfaction  of  any  condition  set  forth  in  Article  IV  or  elsewhere  herein,  other  than  to  confirm  receipt  of  items  expressly  required  to  be  delivered  to  the  Administrative Agent.      9.04   Reliance by Administrative Agent.         The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying  and shall not incur any liability for relying upon, any notice, request, certificate, communication, consent,  statement, instrument, document or other writing (including any electronic message, Internet or intranet  website  posting  or  other  distribution)  believed  by  it  to  be  genuine  and  to  have  been  signed,  sent  or  otherwise  authenticated  by  the  proper  Person.   The  Administrative  Agent  also  may  rely  upon  any  statement made to it orally or by telephone and believed by it to have been made by the proper Person,  and shall be fully protected in relying and shall not incur any liability for relying thereon.  In determining  compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to  the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to  such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender  prior to the making of such Loan.  The Administrative Agent may consult with legal counsel (who may be  counsel  for  the  Borrowers),  independent  accountants  and  other  experts  selected  by  it,  and shall  not  be  liable  for  any  action  taken  or  not  taken  by  it  in  accordance  with  the  advice  of  any  such  counsel,  accountants or experts.      9.05   Delegation of Duties.         The Administrative Agent may perform any and all of its duties and exercise its rights and powers  hereunder or under any other Loan Document by or through any one or more sub agents appointed by the  Administrative Agent.  The Administrative Agent and any such sub agent may perform any and all of its  duties and exercise its rights and powers by or through their respective Related Parties.  The exculpatory  provisions  of  this  Article  shall  apply  to  any  such  sub  agent  and  to  the  Related  Parties  of  the                                            70  CHAR1\1635542v6  





 






         Administrative Agent and any such sub agent, and shall apply to their respective activities in connection  with  the  syndication  of  the  credit  facilities  provided  for  herein  as  well  as  activities  as  Administrative  Agent.  The Administrative Agent shall not be responsible for the negligence or misconduct of any sub- agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable  judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection  of such sub-agents.      9.06   Resignation of Administrative Agent.                (a)    The Administrative Agent may at any time give notice of its resignation to the         Lenders and the Borrowers.  Upon receipt of any such notice of resignation, the Required Lenders         shall have the right, with the consent of the Borrowers (provided that no such consent shall be        required if an Event of Default shall have occurred and is continuing), to appoint a successor,        which shall be a bank with an office in the United States, or an Affiliate of any such bank with an        office in the United States.  If no such successor shall have been so appointed by the Required        Lenders  and  shall  have  accepted  such  appointment  within  thirty days  after  the  retiring        Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the        Required  Lenders)  (the  “Resignation  Effective  Date”),  then  the retiring  Administrative  Agent        may (but shall not be obligated to) on behalf of the Lenders, appoint a successor Administrative        Agent  meeting  the  qualifications  set  forth  above,  provided  that  in  no  event  shall  any  such        successor Administrative Agent be a Defaulting Lender.  Whether or not a successor has been        appointed,  such  resignation  shall  become  effective  in  accordance  with  such  notice  on  the        Resignation Effective Date.                (b)    If the Person serving as Administrative Agent is a Defaulting Lender pursuant to        clause  (d)  of  the  definition  thereof,  the  Required  Lenders  may,  to  the  extent  permitted  by        applicable Law, by notice in writing to the Borrowers and such Person remove such Person as        Administrative Agent and, with the consent of the Borrowers (provided that no such consent shall        be required if an Event of Default shall have occurred and is continuing), appoint a successor. If        no such successor shall have been so appointed by the Required Lenders and shall have accepted        such  appointment  within  thirty  days  (or  such  earlier  day  as  shall  be  agreed  by  the  Required        Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective        in accordance with such notice on the Removal Effective Date.                (c)    With effect from the Resignation Effective Date or the Removal Effective Date        (as  applicable)  (i)  the  retiring  or  removed  Administrative  Agent  shall  be  discharged  from  its        duties  and  obligations  hereunder  and  under  the  other  Loan  Documents  and  (ii)  except  for  any        indemnity payments or other amounts then owed to the retiring or removed Administrative Agent,        all  payments,  communications  and determinations  provided  to  be made  by,  to  or  through  the        Administrative Agent shall instead be made by or to each Lender directly, until such time, if any,        as the Required Lenders appoint a successor Administrative Agent as provided for above.  Upon        the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor        shall succeed to and become vested with all of the rights, powers, privileges and duties of the        retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g) and other        than  any  rights  to  indemnity  payments  or  other  amounts  owed  to the  retiring  or  removed        Administrative  Agent  as  of  the  Resignation  Effective  Date  or  the  Removal  Effective  Date,  as        applicable), and the retiring or removed Administrative Agent shall be discharged from all of its        duties and obligations hereunder or under the other Loan Documents (if not already discharged        therefrom as provided above in this Section).  The fees payable by the Borrowers to a successor        Administrative  Agent  shall  be  the  same  as  those  payable  to  its predecessor  unless  otherwise        agreed between the Borrowers and such successor.  After the retiring or removed Administrative                                            71  CHAR1\1635542v6  





 






               Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of        this Article and Section 11.04 shall continue in effect for the benefit of such retiring or removed        Administrative Agent, its sub agents and their respective Related Parties in respect of any actions        taken  or  omitted  to  be  taken  by  any  of  them  (i)  while  the  retiring  or  removed  Administrative        Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as        any  of  them  continues  to  act  in  any  capacity  hereunder  or  under  the  other  Loan  Documents,        including  in  respect  of  any  actions  taken  in  connection  with  transferring  the  agency  to  any        successor Administrative Agent.         Any  resignation  by  or  removal  of  Bank  of  America  as  Administrative  Agent  pursuant  to  this  Section shall also constitute its resignation or removal as a Swing Line Lender.  If any Swing Line Lender  resigns as Swing Line Lender, it shall retain all the rights of a Swing Line Lender provided for hereunder  with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation,  including  the  right  to  require  the  Lenders  to  make  Base  Rate  Loans  or  fund  risk  participations  in  outstanding Swing Line Loans pursuant to Section 2.04(c).        9.07   Non-Reliance on Administrative Agent and Other Lenders.         Each  Lender  acknowledges  that  it  has,  independently  and  without  reliance  upon  the  Administrative Agent or any other Lender or any of their Related Parties and based on such documents  and information as it has deemed appropriate, made its own credit analysis and decision to enter into this  Agreement.   Each  Lender  also  acknowledges  that  it  will,  independently  and without  reliance  upon  the  Administrative Agent or any other Lender or any of their Related Parties and based on such documents  and information as it shall from time to time deem appropriate, continue to make its own decisions in  taking or not taking action under or based upon this Agreement, any other Loan Document or any related  agreement or any document furnished hereunder or thereunder.      9.08   No Other Duties; Etc.         Anything herein to the contrary notwithstanding, none of the bookrunners, Arrangers, syndication  agents,  documentation  agents  or  co-agents  shall  have  any  powers,  duties  or  responsibilities  under  this  Agreement  or  any  of  the  other  Loan  Documents,  except  in  its  capacity,  as  applicable,  as  the  Administrative Agent, a Lender hereunder.      9.09   Administrative Agent May File Proofs of Claim.         In case of the pendency of any proceeding under any Debtor Relief Law or  any other judicial  proceeding relative to any Borrower, the Administrative Agent (irrespective of whether the principal of  any  Loan  shall  then  be  due  and  payable  as  herein  expressed  or  by  declaration  or  otherwise  and  irrespective of whether the Administrative Agent shall have made any demand on such Borrower) shall be  entitled and empowered, by intervention in such proceeding or otherwise:                (a)    to file and prove a claim for the whole amount of the principal and interest owing         and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file         such other documents as may be necessary or advisable in order to have the claims of the Lenders         and the Administrative Agent (including any claim for the reasonable compensation, expenses,         disbursements  and  advances  of  the  Lenders  and  the  Administrative  Agent  and  their  respective         agents and counsel and all other amounts due the Lenders and the Administrative Agent under         Sections 2.09 and 11.04) allowed in such judicial proceeding; and                                              72  CHAR1\1635542v6  





 






                      (b)    to collect and receive any monies or other property payable or deliverable on any         such claims and to distribute the same;   and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such  judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative  Agent  and,  in  the  event  that  the  Administrative  Agent  shall  consent  to  the  making  of  such  payments  directly  to  the  Lenders,  to  pay  to  the  Administrative  Agent  any  amount  due  for  the  reasonable  compensation,  expenses,  disbursements  and  advances  of  the  Administrative  Agent  and  its  agents  and  counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 11.04.         Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or  consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment  or  composition  affecting  the  Obligations  or  the  rights  of  any  Lender  to  authorize  the  Administrative  Agent to vote in respect of the claim of any Lender in any such proceeding.      9.10   Certain ERISA Matters.                (a)    Each  Lender  (x)  represents  and  warrants,  as  of  the  date  such  Person  became  a         Lender  party  hereto,  to,  and  (y) covenants,  from  the  date  such Person  became  a  Lender  party         hereto  to  the  date  such  Person ceases  being  a  Lender  party  hereto,  for  the  benefit  of,  the         Administrative Agent and not, for the avoidance of doubt, to or for the benefit of any Borrower,         that at least one of the following is and will be true:                        (i)   such  Lender  is  not  using  “plan  assets”  (within  the  meaning  of                Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such                Lender’s entrance into, participation in, administration of and performance of the Loans,                the Commitments or this Agreement,                        (ii)  the transaction exemption set forth in one or more PTEs, such as PTE                84-14 (a class exemption for certain transactions determined by independent qualified                professional  asset  managers),  PTE  95-60  (a  class  exemption  for certain  transactions                involving insurance company general accounts), PTE 90-1 (a class exemption for certain                transactions involving insurance company pooled separate accounts), PTE 91-38 (a class                exemption for certain transactions involving bank collective investment funds) or PTE                96-23  (a  class  exemption  for  certain  transactions  determined  by  in-house  asset                managers),  is  applicable  with  respect  to  such  Lender’s  entrance  into,  participation  in,                administration of and performance of the Loans, the Commitments and this Agreement,                        (iii) (A)  such  Lender  is  an  investment  fund  managed  by  a  “Qualified                Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such                Qualified Professional Asset Manager made the investment decision on behalf of such                Lender to enter into, participate in, administer and perform the Loans, the Commitments                and  this  Agreement,  (C)  the  entrance  into,  participation  in,  administration  of  and                performance  of  the  Loans,  the  Commitments  and  this  Agreement  satisfies  the                requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best                knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are                satisfied with respect to such Lender’s entrance into, participation in, administration of                and performance of the Loans, the Commitments and this Agreement, or                        (iv)  such other representation, warranty and covenant as may be agreed in                writing between the Administrative Agent, in its sole discretion, and such Lender.                                             73  CHAR1\1635542v6  





 






                      (b)    In addition, unless either (i) Section 9.10(a)(i) is true with respect to a Lender or        (ii)  a  Lender  has  provided  another  representation,  warranty  and  covenant  in  accordance  with        Section 9.10(a)(iv), such Lender further (x) represents and warrants, as of the date such Person        became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender        party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the        Administrative Agent and not, for the avoidance of doubt, to or for the benefit of any Borrower,        that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved        in such Lender’s entrance into, participation in, administration of and performance of the Loans,        the Commitments and this Agreement (including in connection with the reservation or exercise of        any  rights  by  the  Administrative  Agent  under  this  Agreement,  any  Loan  Document  or  any        documents related hereto or thereto).                                         ARTICLE X                                                                                    [RESERVED]                                        ARTICLE XI                                                                                 MISCELLANEOUS      11.01  Amendments, Etc.         Subject to Section 3.03(c), no amendment or waiver of any provision of this Agreement or any  other Loan Document, and no consent to any departure by the Borrowers therefrom, shall be effective  unless  in  writing  signed  by  the  Required  Lenders  and  the  Borrowers,  and  acknowledged  by  the  Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and  for the specific purpose for which given; provided, however, that                (a)    no such amendment, waiver or consent shall:                        (i)   extend  or  increase  the  Commitment of  any  Lender  (or  reinstate  any                Commitment terminated pursuant to Section 8.02) without the written consent of such                Lender  (it  being  understood  and  agreed  that  a  waiver  of  any  condition  precedent  set                forth in Section 4.02 or of any Default or a mandatory reduction in Commitments is not                considered an extension or increase in Commitments of any Lender);                        (ii)  postpone any date fixed by this Agreement or any other Loan Document                for any payment of principal, interest, fees or other amounts due to the Lenders (or any                of them) or any scheduled reduction of the Commitments hereunder or under any other                Loan  Document  without  the  written  consent  of  each  Lender  entitled  to  receive  such                payment or whose Commitments are to be reduced;                        (iii) reduce the principal of, or the rate of interest specified herein on, any                Loan, or any fees (other than pursuant to a fee letter separate from this Agreement in                which  all  the  Lenders  are  not  a  party  thereto)  or  other  amounts  payable  hereunder  or                under any other Loan Document without the written consent of each Lender entitled to                receive such amount; provided, however, that only the consent of the Required Lenders                shall  be  necessary  (A)  to  amend  the  definition  of  “Default  Rate”  or  to  waive  any                obligation  of  a  Borrower  to  pay  interest  at  the  Default  Rate  or  (B)  to  amend  any                financial  covenant  hereunder  (or any  defined  term  used  therein) even if the effect of                                             74  CHAR1\1635542v6  





 






                       such amendment would be to reduce the rate of interest on any Loan or to reduce any fee                payable hereunder;                        (iv)  change Section 8.03 in a manner that would alter the pro rata sharing of                payments required thereby without the written consent of each Lender directly affected                thereby;                        (v)   change  any  provision  of  this  Section  11.01(a)  or  the  definition of                “Required  Lenders”  without  the  written  consent  of  each  Lender  directly  affected                thereby;                        (vi)  release any Borrower without the consent of each Lender; or                (b)    unless  also  signed  by  the  Administrative  Agent,  no  amendment,  waiver  or         consent shall affect the rights or duties of the Administrative Agent under this Agreement or any         other Loan Document;                (c)    unless  also  signed  by  a  Swing  Line  Lender,  no  amendment,  waiver  or  consent         shall affect the rights or duties of a Swing Line Lender under this Agreement;   provided, further, that notwithstanding anything to the contrary herein, (i) each Lender is entitled to vote  as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender  acknowledges  that  the  provisions  of  Section  1126(c)  of  the  Bankruptcy  Code  of  the  United  States  supersedes the unanimous consent provisions set forth herein, (ii) the Required Lenders shall determine  whether or not to allow any Borrower to use cash collateral in the context of a bankruptcy or insolvency  proceeding and such determination shall be binding on all of the Lenders, (iii) no Defaulting Lender shall  have  any  right  to  approve  or  disapprove  any  amendment,  waiver  or  consent  hereunder  (and  any  amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected  Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except  that  (A)  the  Commitment  of  such  Defaulting  Lender  may  not  be  increased  or  extended  without  the  consent  of  such  Lender  and  (B)  any  waiver,  amendment  or  modification  requiring  the  consent  of  all  Lenders  or  each  affected  Lender  that  by  its  terms  affects  such Defaulting  Lender  disproportionately  adversely relative to other affected Lenders shall require the consent of such Defaulting Lender, (iv) the  Administrative Agent and the Borrowers may amend, modify or supplement this Agreement or any other  Loan Document to cure or correct administrative errors or omissions, any ambiguity, omission, defect or  inconsistency or to effect  administrative changes, and such amendment shall become  effective without  any  further  consent  of  any  other  party  to  such  Loan  Document  so  long  as  (A)  such  amendment,  modification  or  supplement  does  not  adversely  affect  the  rights  of  any  Lender  or  other  holder  of  Obligations in any material respect and (B) the Lenders shall have received at least five Business Days’  prior written notice thereof and the Administrative Agent shall not have received, within five Business  Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the  Required  Lenders  object  to  such  amendment,  (v)  this  Agreement  may  be  amended  (or  amended  and  restated) with the written consent of the Required Lenders, the Administrative Agent, each Borrower and  the  relevant  Lenders  providing  such  additional  credit  facilities  to  add  one  or  more  additional  credit  facilities to this Agreement, to permit the extensions of credit from time to time outstanding hereunder  and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and  the other Loan Documents with the Revolving Loans and the accrued interest and fees in respect thereof  and  to  include  appropriately  the  Lenders  holding  such  credit  facilities  in  any  determination  of  the  Required  Lenders,  and  (vi)  as  to  any  amendment,  amendment  and  restatement  or  other  modifications  otherwise approved in accordance with this Section 11.01, it shall not be necessary to obtain the consent  or approval of any Lender that, upon giving effect to such amendment, amendment and restatement or                                            75  CHAR1\1635542v6  





 






         other modification, would have no Commitments or outstanding Loans so long as such Lender receives  payment in full of the principal of and interest  accrued on each  Loan  made by, and all other amounts  owing  to,  such  Lender  or  accrued  for  the  account  of  such  Lender  under  this  Agreement  and  the  other  Loan Documents at the time such amendment, amendment and restatement or other modification becomes  effective.      11.02  Notices; Effectiveness; Electronic Communications.                (a)    Notices  Generally.   Except  in  the  case  of  notices  and  other  communications        expressly permitted to be given by telephone (and except as provided in subsection (b) below), all         notices and other communications provided for herein shall be in writing and shall be delivered         by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or         electronic  mail  as  follows,  and  all  notices  and  other  communications  expressly  permitted         hereunder to be given by telephone shall be made to the applicable telephone number, as follows:                        (i)   if to a Borrower or the Administrative Agent, to the address, facsimile                number,  electronic  mail  address  or  telephone  number  specified  for  such  Person  on                Schedule 11.02; and                        (ii)  if to any other Lender (including a Swing Line Lender), to the address,                facsimile  number,  electronic  mail  address  or  telephone  number  specified  in  its                Administrative Questionnaire (including, as appropriate, notices delivered solely to the                Person designated by a Lender on its Administrative Questionnaire then in effect for the                delivery  of  notices  that  may  contain  material  non-public  information  relating  to  the                applicable Borrower).         Notices  and  other  communications  sent  by  hand  or  overnight  courier  service,  or  mailed  by  certified  or  registered  mail,  shall  be  deemed  to  have  been  given  when  received;  notices  and  other  communications sent by facsimile shall be deemed to have been given when sent (except that, if not given  during  normal  business  hours  for  the  recipient,  shall  be  deemed  to  have  been  given  at  the  opening  of  business  on  the  next  Business  Day  for  the  recipient).   Notices and  other  communications  delivered  through electronic communications to the extent provided in subsection (b) below, shall be effective as  provided in such subsection (b).                (b)    Electronic Communications.  Notices and other communications to the Lenders        hereunder may be delivered or furnished by electronic communication (including e mail, FpML        messaging,  and  Internet  or  intranet  websites)  pursuant  to  procedures  approved  by  the         Administrative  Agent,  provided  that  the  foregoing  shall  not  apply  to  notices  to  any  Lender         pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of        receiving  notices  under  such  Article  by  electronic  communication.   The  Administrative  Agent,        any Swing Line Lender or any Borrower may each, in its discretion, agree to accept notices and        other  communications  to  it  hereunder  by  electronic  communications  pursuant  to  procedures        approved by it; provided that approval of such procedures may be limited to particular notices or        communications.         Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent  to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the  intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other  written acknowledgement) and (ii) notices or communications posted to an Internet or intranet website  shall  be  deemed  received  upon  the  deemed  receipt  by  the  intended  recipient  at  its  e-mail  address  as  described in the foregoing clause (i) of notification that such notice or communication is available and                                             76  CHAR1\1635542v6  





 






         identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or  other communication is not sent during the normal business hours of the recipient, such notice, email or  communication shall be deemed to have been sent at the opening of business on the next business day for  the recipient.                (c)    The  Platform.   THE  PLATFORM  IS  PROVIDED  “AS  IS”  AND  “AS        AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE        ACCURACY  OR  COMPLETENESS  OF  THE  BORROWER  MATERIALS  OR  THE        ADEQUACY  OF  THE  PLATFORM,  AND  EXPRESSLY  DISCLAIM  LIABILITY  FOR        ERRORS  IN  OR  OMISSIONS  FROM  THE  BORROWER  MATERIALS.   NO  WARRANTY         OF  ANY  KIND,  EXPRESS,  IMPLIED  OR  STATUTORY, INCLUDING  ANY WARRANTY         OF  MERCHANTABILITY,  FITNESS  FOR  A  PARTICULAR  PURPOSE,  NON-        INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER         CODE  DEFECTS,  IS  MADE  BY  ANY  AGENT  PARTY  IN  CONNECTION  WITH  THE         BORROWER MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent         or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Borrower,        any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind        (whether  in  tort,  contract  or  otherwise)  arising  out  of  any  Borrower’s  or  the  Administrative        Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic        platform or electronic messaging service, or through the Internet.                (d)    Change of Address, Etc.  Each of any Borrower, any Swing Line Lender and the        Administrative  Agent  may  change  its  address,  facsimile  or  telephone  number  for  notices  and        other communications hereunder by notice to the other parties hereto.  Each other Lender may        change  its  address,  facsimile  or  telephone  number  for  notices  and  other  communications        hereunder by notice to the Borrowers, the Swing Line Lenders and the Administrative Agent.  In        addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that        the Administrative Agent has on record (i) an effective address, contact name, telephone number,        facsimile number and electronic mail address to which notices and other communications may be        sent and (ii) accurate wire instructions for such Lender.  Furthermore, each Public Lender agrees        to cause at least one individual at or on behalf of such Public Lender to at all times have selected        the  “Private  Side  Information”  or  similar  designation  on  the  content  declaration  screen  of  the        Platform in order to enable such Public Lender or its delegate, in accordance with such Public        Lender’s compliance procedures and applicable Law, including United States Federal and state        securities Laws, to make reference to Borrower Materials that are not made available through the        “Public  Side  Information”  portion  of  the  Platform  and  that  may contain  material  non-public        information with respect to a Borrower or its securities for purposes of United States Federal or        state securities Laws.                (e)    Reliance by Administrative Agent and Lenders.  The Administrative Agent and        the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices        and Swing Line Loan Notices) purportedly given by or on behalf of any Borrower even if (i) such         notices were not made in a manner specified herein, were incomplete or were not preceded or         followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by         the  recipient,  varied  from  any  confirmation  thereof.   Each  Borrower  shall  indemnify  the         Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs,         expenses  and  liabilities  resulting  from  the  reliance  by  such  Person  on  each  notice  purportedly         given  by  or  on  behalf  of  such  Borrower.   All  telephonic  notices  to  and  other  telephonic         communications with the Administrative Agent  may be recorded by the Administrative Agent,         and each of the parties hereto hereby consents to such recording.                                             77  CHAR1\1635542v6  





 






            11.03  No Waiver; Cumulative Remedies; Enforcement.         No  failure  by  any  Lender  or  the  Administrative  Agent  to  exercise,  and  no  delay  by  any  such  Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document  shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or  privilege  hereunder  or  under  any other  Loan  Document  (including  the  imposition  of  the Default  Rate)  preclude  any  other  or  further  exercise  thereof  or  the  exercise of  any  other  right,  remedy,  power  or  privilege.  The rights, remedies, powers and privileges herein provided, and provided under each other  Loan Document are cumulative and not exclusive of any rights, remedies, powers and privileges provided  by Law.         Notwithstanding anything to the contrary contained herein or in any other Loan Document, the  authority  to  enforce  rights  and  remedies  hereunder  and  under  the  other  Loan  Documents  against  any  Borrower shall be vested exclusively in, and all actions and proceedings at law in connection with such  enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance  with  Section  8.02  for  the  benefit  of  all  the  Lenders;  provided,  however,  that  the  foregoing  shall  not  prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure  to  its  benefit  (solely  in  its  capacity  as  Administrative  Agent)  hereunder  and  under  the  other  Loan  Documents, (b) any Swing Line Lender from exercising the rights and remedies that inure to its benefit  (solely in its capacity as a Swing Line Lender) hereunder and under the other Loan Documents (c) any  Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section  2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf  during  the  pendency  of  a  proceeding  relative  to  such  Borrower  under  any  Debtor  Relief  Law;  and  provided,  further,  that  if  at  any  time  there  is  no  Person  acting  as  Administrative  Agent  hereunder  and  under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to  the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses  (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of  the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required  Lenders.      11.04  Expenses; Indemnity; Damage Waiver.                  (a)    Costs and Expenses.  Each Borrower shall pay (i) all reasonable and documented        out  of  pocket  expenses  incurred  by  the  Administrative  Agent  and  its  Affiliates  (including  the        reasonable  fees,  charges  and  disbursements  of  counsel  for  the  Administrative  Agent)  in        connection  with  the  syndication  of  the  credit  facilities  provided  for  herein,  the  preparation,        negotiation,  execution,  delivery  and  administration  of  this  Agreement  and  the  other  Loan        Documents  or  any  amendments,  modifications  or  waivers  of  the  provisions  hereof  or  thereof        (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii)        all  out  of  pocket  expenses  incurred  by  the  Administrative  Agent  or  any  Lender  (including  the        fees, charges and disbursements of any counsel for the Administrative Agent or any Lender), in        connection with the enforcement or protection of its rights (A) in connection with this Agreement        and the other Loan Documents, including its rights under this Section, or (B) in connection with        the  Loans  made  hereunder,  including  all  such  out  of  pocket  expenses  incurred  during  any        workout, restructuring or negotiations in respect of such Loans.                (b)    Indemnification  by  the  Borrowers.   Each  Borrower  shall  indemnify  the        Administrative Agent (and any sub-agent thereof) and each Lender, and each Related Party of        any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold        each  Indemnitee  harmless  from,  any  and  all  losses,  claims,  damages,  liabilities  and  related        expenses  (including  the  fees,  charges  and  disbursements  of  any counsel  for  any  Indemnitee),                                            78  CHAR1\1635542v6  





 






               incurred  by  any  Indemnitee  or  asserted  against  any  Indemnitee  by  any  Person  (including  such        Borrower) arising out of, in connection with, or as a result of (i) the execution or delivery of this        Agreement, any other Loan Document or any agreement or instrument contemplated hereby or        thereby,  the  performance  by  the parties  hereto  of  their  respective  obligations  hereunder  or        thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case        of  the  Administrative  Agent  (and  any  sub-agent  thereof)  and  its  Related  Parties  only,  the        administration  of  this  Agreement  and  the  other  Loan  Documents  (including  in  respect  of  any        matters  addressed  in  Section  3.01),  (ii)  any  Loan  or  the  use  or  proposed  use  of  the  proceeds        therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any        property owned or operated by such Borrower or any of its Subsidiaries, or any Environmental        Liability  related  in  any  way  to  such  Borrower  or  any  of  its  Subsidiaries,  or  (iv)  any  actual  or        prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether        based on contract, tort or any other theory, whether brought by a third party or by such Borrower,        and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall        not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities        or  related  expenses  (x)  are  determined  by  a  court  of  competent jurisdiction  by  final  and        nonappealable judgment to have resulted from the gross negligence or willful misconduct of such        Indemnitee or (y) result from a claim brought by such Borrower against an Indemnitee for breach        in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if        such  Borrower  has  obtained  a  final  and  nonappealable  judgment  in  its  favor  on  such  claim  as        determined  by  a  court  of  competent  jurisdiction.  Without  limiting  the  provisions  of  Section        3.01(c),  this  Section  11.04(b)  shall  not  apply  with  respect  to Taxes  other  than  any  Taxes  that        represent losses, claims, damages, etc. arising from any non-Tax claim.                (c)    Reimbursement by Lenders.  To the extent that any Borrower for any reason fails        to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by        them  to  the  Administrative  Agent (or  any  sub-agent  thereof),  any  Swing  Line  Lender  or  any        Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative        Agent (or any such sub-agent), such Swing Line Lender or such Related Party, as the case may        be,  such  Lender’s  pro  rata  share  (determined  as  of  the  time  that  the  applicable  unreimbursed        expense  or  indemnity  payment  is  sought  based  on  each  Lender’s  share  of  the  Total  Credit        Exposures of all Lenders at such time) of such unpaid amount (including any such unpaid amount        in respect of a claim asserted by such Lender), such payment to be made severally among them        based  on  such  Lenders’  Applicable  Percentage  (determined  as  of the  time  that  the  applicable        unreimbursed expense or indemnity payment is sought); provided, that the unreimbursed expense        or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred        by or asserted against the Administrative Agent (or any such sub-agent) or a Swing Line Lender        in  its  capacity  as  such,  or  against  any  Related  Party  of  any  of  the  foregoing  acting  for  the        Administrative Agent (or any such sub-agent) or a Swing Line Lender in connection with such        capacity.  The obligations of the Lenders under this subsection (c) are subject to the provisions of        Section 2.12(d).                (d)    Waiver  of  Consequential  Damages,  Etc.   To  the  fullest  extent  permitted  by        applicable  Law,  no  party  hereto  shall  assert,  and  each  such  party  hereby  waives,  and        acknowledges that no other Person shall have, any claim on any theory of liability, for special,        indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out        of,  in  connection  with,  or  as  a result  of,  this  Agreement,  any other  Loan  Document  or  any        agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby,        any Loan or the use of the proceeds thereof; provided that nothing contained in this clause (d)        shall relieve any Borrower of any obligation it may have to indemnify an Indemnitee to against        special, indirect, consequential or punitive damages asserted against such Indemnitee by a third                                            79  CHAR1\1635542v6  





 






               party claim.  No Indemnitee shall be liable for any damages arising from the use by unintended        recipients of any information or other materials distributed to such unintended recipients by such        Indemnitee through telecommunications, electronic or other information transmission systems in        connection with this Agreement or the other Loan Documents or the transactions contemplated        hereby or thereby.                (e)    Payments.  All amounts due under this Section shall be payable not later than ten        Business Days after demand therefor.                (f)    Survival.  The agreements in this Section and the indemnity provisions of Section        11.02(e) shall survive the resignation of the Administrative Agent, any Swing Line Lender, the        replacement of any Lender, the termination of the Commitments and the repayment, satisfaction        or discharge of all the other Obligations.      11.05  Payments Set Aside.         To the extent that any payment by or on behalf of any Borrower is made to the Administrative  Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such  payment  or  the  proceeds  of  such  setoff  or  any  part  thereof  is  subsequently  invalidated,  declared  to  be  fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the  Administrative  Agent  or  such  Lender  in  its  discretion)  to  be  repaid  to  a  trustee,  receiver  or  any  other  party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent  of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and  continued in full force and effect as if such payment had not been made or such setoff had not occurred,  and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share  (without  duplication)  of  any  amount  so  recovered  from  or  repaid  by  the  Administrative  Agent,  plus  interest thereon from the date of such demand to the date such payment is made at a rate per annum equal  to the Federal Funds Rate from time to time in effect.  The obligations of the Lenders under clause (b) of  the preceding sentence shall survive the payment in full of the Obligations and the termination of this  Agreement.      11.06  Successors and Assigns.                (a)    Successors  and  Assigns  Generally.   The  provisions  of  this  Agreement  and  the        other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and        thereto  and  their  respective  successors  and  assigns  permitted  hereby,  except  that  no  Borrower        may assign or otherwise transfer any of its rights or obligations hereunder or thereunder 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.                (b)    Assignments  by Lenders.  Any Lender  may at any time assign to one or more        assignees all or a portion of its rights and obligations under this Agreement and the other Loan                                             80  CHAR1\1635542v6  





 






               Documents (including all or a portion of its Commitment and the Loans (including for purposes        of this subsection (b), participations in Swing Line Loans) at the time owing to it); provided that        any such assignment shall be subject to the following conditions:                        (i)   Minimum Amounts.                             (A)    in the case of an assignment of the entire remaining amount of                      the assigning Lender’s Commitment and the related Loans at the time owing to it                      or  contemporaneous  assignments  to related  Approved  Funds  (determined  after                      giving  effect  to  such  assignments)  that  equal  at  least  the  amount  specified  in                      subsection  (b)(i)(B)  of  this  Section  in  the  aggregate  or  in  the  case  of  an                      assignment  to  a  Lender,  an  Affiliate  of  a  Lender  or  an  Approved  Fund,  no                      minimum amount need be assigned; and                              (B)   in any case not described in subsection (b)(i)(A) of this Section,                      the aggregate amount of the Commitment (which for this purpose includes Loans                      outstanding thereunder) or, if the Commitment is not then in effect, the principal                      outstanding  balance  of  the  Loans  of  the  assigning  Lender  subject  to  each  such                      assignment,  determined  as  of  the  date  the  Assignment  and  Assumption  with                      respect to such assignment is delivered to the Administrative Agent or, if “Trade                      Date” is specified in the Assignment and Assumption, as of the Trade Date, shall                      not be less than $5,000,000 unless each of the Administrative Agent and, so long                      as no Event of Default has occurred and is continuing, each Borrower otherwise                      consents (each such consent not to be unreasonably withheld or delayed).                        (ii)  Proportionate  Amounts.   Each  partial  assignment  shall  be  made  as  an                assignment  of  a  proportionate  part  of  all  the  assigning  Lender’s  Loans  and                Commitments, and rights and obligations with respect thereto, assigned, except that this                clause (ii) shall not apply to a Swing Line Lender’s rights and obligations in respect of                Swing Line Loans.                        (iii) Required  Consents.   No  consent shall  be  required  for  any  assignment                except to the extent required by subsection (b)(i)(B) of this Section and, in addition:                             (A)    the  consent  of  each  Borrower  (such  consent  not  to  be                      unreasonably  withheld  or  delayed)  shall  be  required  unless  (1) an  Event  of                      Default has occurred and is continuing at the time of such assignment or (2) such                      assignment  is  to  a  Lender,  an  Affiliate  of  a  Lender  or  an  Approved  Fund;                      provided  that  each  Borrower  shall  be  deemed  to  have  consented  to  any  such                      assignment unless it shall object thereto by written notice to the Administrative                      Agent within ten (10)  Business Days after having received notice thereof; and                             (B)    the  consent  of  the  Administrative  Agent  and  the  Swing  Line                      Lenders  (such  consent  not  to  be  unreasonably  withheld  or  delayed)  shall  be                      required for assignments in respect of any Commitment if such assignment is to a                      Person that is not a Lender with a Commitment, an Affiliate of such Lender or an                      Approved Fund with respect to such Lender.                        (iv)  Assignment  and  Assumption.   The  parties  to  each  assignment  shall                execute  and  deliver  to  the  Administrative  Agent  an  Assignment  and  Assumption,                together with a processing and recordation fee (to be paid by the assignor or assignee) in                                             81  CHAR1\1635542v6  





 






                       the amount of $3,500; provided, however, that the Administrative Agent may, in its sole                discretion,  elect  to  waive  such  processing  and  recordation  fee in  the  case  of  any                assignment.  The assignee, if it shall not be a Lender, shall deliver to the Administrative                Agent an Administrative Questionnaire.                        (v)   No Assignment to Certain Persons.  No such assignment shall be made                to  (A)  any  Borrower  or  any  of  any  Borrower’s  Affiliates  or  Subsidiaries,  (B)  any                Defaulting  Lender  or  any  of  its  Subsidiaries,  or  any  Person  who,  upon  becoming  a                Lender hereunder, would constitute any of the foregoing Persons described in this clause                (B) or (C) a natural Person (or a holding company, investment vehicle or trust for, or                owned and operated for the primary benefit of a natural Person).                        (vi)  Certain  Additional  Payments.   In  connection  with  any  assignment of                rights and obligations of any Defaulting Lender hereunder, no such assignment shall be                effective unless and until, in addition to the other conditions thereto set forth herein, the                parties  to  the  assignment  shall make  such  additional  payments  to  the  Administrative                Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which                may  be  outright  payment,  purchases  by  the  assignee  of  participations  or                subparticipations, or other compensating actions, including funding, with the consent of                the  Borrowers  and  the  Administrative  Agent,  the  applicable  pro rata  share  of  Loans                previously  requested  but  not  funded  by  the  Defaulting  Lender,  to  each  of  which  the                applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in                full all payment liabilities then owed by such Defaulting Lender to the Administrative                Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund                as appropriate) its full pro rata share of all Loans and participations in Swing Line Loans                in  accordance  with  its  Applicable  Percentage.   Notwithstanding the  foregoing,  in  the                event that any assignment of rights and obligations of any Defaulting Lender hereunder                shall become effective under applicable Law without compliance with the provisions of                this  paragraph,  then  the  assignee  of  such  interest  shall  be  deemed  to  be  a  Defaulting                Lender for all purposes of this Agreement until such compliance occurs.   Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this  Section,  from  and  after  the  effective  date  specified  in  each  Assignment  and  Assumption,  the  assignee  thereunder  shall  be  a  party  to  this  Agreement  and,  to  the  extent  of  the  interest  assigned  by  such  Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the  assigning  Lender  thereunder  shall,  to  the  extent  of  the  interest  assigned  by  such  Assignment  and  Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment  and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such  Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01,  3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such  assignment);  provided,  that  except  to  the  extent  otherwise  expressly  agreed  by  the  affected  parties,  no  assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder  arising  from  that  Lender’s  having  been  a  Defaulting  Lender.   Upon  request,  each  Borrower  (at  its  expense) shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender  of rights or obligations under this Agreement that does not comply with this subsection shall be treated  for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations  in accordance with subsection (d) of this Section.                (c)    Register.  The Administrative Agent, acting solely for this purpose as an agent of        each  Borrower  (and  such  agency  being  solely  for  tax  purposes), shall  maintain  at  the        Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the                                            82  CHAR1\1635542v6  





 






               equivalent  thereof  in  electronic  form)  and  a  register  for  the  recordation  of  the  names  and        addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of        the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).         The  entries  in  the  Register  shall  be  conclusive  absent  manifest  error,  and  the  Borrowers,  the        Administrative  Agent  and  the  Lenders  shall  treat  each  Person  whose  name  is  recorded  in  the        Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement.         The Register shall be available for inspection by any Borrower and any Lender at any reasonable        time and from time to time upon reasonable prior notice.                (d)    Participations.  Any Lender may at any time, without the consent of, or notice to,        the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural        Person  (or  a  holding  company,  investment  vehicle  or  trust  for, or  owned  and  operated  for  the        primary  benefit  of  a  natural  Person),  a  Defaulting  Lender  or  any  Borrower  or  any  of  any        Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s        rights  and/or  obligations  under  this  Agreement  (including  all  or  a  portion  of  its  Commitment        and/or  the  Loans  (including  such  Lender’s  participations  in  Swing  Line  Loans)  owing  to  it);        provided  that  (i)  such  Lender’s  obligations  under  this  Agreement  shall  remain  unchanged,  (ii)        such  Lender  shall  remain  solely  responsible  to  the  other  parties  hereto  for  the  performance  of        such obligations and (iii) the Borrowers, the Administrative Agent and the Lenders shall continue        to  deal  solely  and  directly  with  such  Lender  in  connection  with  such  Lender’s  rights  and        obligations under this Agreement.  For the avoidance of doubt, each Lender shall be responsible        for the indemnity under Section 11.04(c) without regard to the existence of any participation.         Any agreement or instrument pursuant to which a Lender sells such a participation shall provide  that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment,  modification or waiver of any provision of this Agreement; provided that such agreement or instrument  may provide that such Lender will not, without the consent of the Participant, agree to any amendment,  waiver or other modification described in Section 11.01(a) that affects such Participant.  Each Borrower  agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same  extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this  Section (it being understood that the documentation required under Section 3.01(e) shall be delivered to  the  Lender  who  sells  the  participation)  to  the  same  extent  as  if  it  were  a  Lender  and  had  acquired  its  interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees  to be subject to the provisions of Sections 3.06 and 11.13 as if it were an assignee under paragraph (b) of  this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with  respect to any participation, than the Lender from whom it acquired the applicable participation would  have been entitled to receive, except to the extent such entitlement to receive a greater payment results  from a Change in Law that occurs after the Participant acquired the applicable participation.  Each Lender  that  sells  a  participation  agrees,  at  the  Borrowers’  request  and  expense,  to  use  reasonable  efforts  to  cooperate with the Borrowers to effectuate the provisions of Section 3.06 with respect to any Participant.   To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 11.08 as  though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it  were  a  Lender.   Each  Lender  that  sells  a  participation  shall,  acting  solely  for  this  purpose  as  a  non- fiduciary agent of the Borrowers,  maintain a register on which it enters the name and address of  each  Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or  other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall  have any obligation to disclose all or any portion of the Participant Register (including the identity of any  Participant  or  any  information  relating  to  a  Participant’s  interest  in  any  commitments,  loans,  letters  of  credit or its other obligations under any Loan Document) to any Person except to the extent that such  disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in  registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the                                            83  CHAR1\1635542v6  





 






         Participant Register shall  be conclusive absent  manifest error, and such Lender shall treat each Person  whose name is recorded in the Participant Register as the owner of such participation for all purposes of  this  Agreement  notwithstanding  any  notice  to  the  contrary.   For  the  avoidance  of  doubt,  the  Administrative  Agent  (in  its  capacity  as  Administrative  Agent) shall  have  no  responsibility  for  maintaining a Participant Register.                (e)    Certain Pledges.  Any Lender may at any time pledge or assign a security interest        in all or any portion of its rights under this Agreement (including under its Note, if any) to secure        obligations of such Lender, including any pledge or assignment to secure obligations to a Federal        Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of        its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party        hereto.                (f)    Resignation as Swing Line Lender after Assignment.  Notwithstanding anything        to the contrary contained herein, if at any time a Lender acting as a Swing Line Lender assigns all         of its Revolving Commitment and Loans pursuant to subsection (b) above, such Lender may upon         thirty days’ notice to the Borrowers, resign as a Swing Line Lender.  In the event of any such         resignation as a Swing Line Lender, the Borrowers shall be entitled to appoint from among the         Lenders  a  successor  Swing  Line  Lender  hereunder;  provided,  however,  that  no  failure  by  the        Borrowers to appoint any such successor shall affect the resignation of such Lender as a Swing        Line Lender.  If a Lender resigns as a Swing Line Lender, it shall retain all the rights of a Swing        Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding        as of the effective date of such resignation, including the right to require the Lenders to make        Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section        2.04(c).   Upon  the  appointment  of  a  Swing  Line  Lender,  such  successor  shall  succeed  to  and        become  vested  with  all  of  the  rights,  powers,  privileges  and  duties  of  the  retiring  Swing  Line        Lender.      11.07  Treatment of Certain Information; Confidentiality.         Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the  Information (as defined below), except that Information may be disclosed (a) to its Affiliates, its auditors  and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be  informed  of  the  confidential  nature  of  such  Information  and  instructed  to  keep  such  Information  confidential),  (b)  to  the  extent  required  or  requested  by  any  regulatory  authority  purporting  to  have  jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the  National  Association  of  Insurance  Commissioners),  (c)  to  the  extent  required  by  applicable  Laws  or  regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection  with  the  exercise  of  any  remedies  hereunder  or  under  any  other Loan  Document  or  any  action  or  proceeding  relating  to  this  Agreement  or  any  other  Loan  Document  or  the  enforcement  of  rights  hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those  of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in,  any of its rights and obligations under this Agreement or any Eligible Assignee invited to be a Lender  pursuant to Section 2.01(b) or (ii) any actual or prospective party (or its Related Parties) to any swap,  derivative or other transaction under which payments are to be made by reference to any Borrower and its  obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in  connection with rating any Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii)  the CUSIP Service Bureau or any similar agency in connection with the application, issuance, publishing  and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided  hereunder,  (h)  with  the  consent  of  the  Borrowers  or  (i)  to  the extent  such  Information  (x)  becomes  publicly  available  other  than  as  a  result  of  a  breach  of  this  Section,  (y)  becomes  available  to  the                                            84  CHAR1\1635542v6  





 






         Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a  source other than the Borrowers or (z) is independently discovered or developed by a party hereto without  utilizing any Information received from any Borrower or violating the terms of this Section 11.07.  In  addition,  the  Administrative  Agent  and  the  Lenders  may  disclose  the  existence  of  this  Agreement  to  market  data  collectors,  similar  service  providers  to  the  lending  industry  and  service  providers  to  the  Administrative Agent and the Lenders in connection with the administration of this Agreement (including  information  about  this  Agreement  that  is  customarily  provided  to  such  parties),  the  other  Loan  Documents, and the Commitments.          For purposes of this Section, “Information” means all information received from any Borrower or  any Subsidiary relating to any Borrower or any Subsidiary or any of their respective businesses, other  than  any  such  information  that  is  available  to  the  Administrative  Agent  or  any  Lender  on  a  nonconfidential basis prior to disclosure by any Borrower or any Subsidiary; provided that, in the case of  information received from any Borrower or any Subsidiary after the Closing Date, such information is  clearly  identified  at  the  time  of  delivery  as  confidential.   Any  Person  required  to  maintain  the  confidentiality of Information as provided in this Section shall be considered to have complied with its  obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of  such Information as such Person would accord to its own confidential information.          Each of the Administrative Agent and the Lenders  acknowledges that (a) the Information  may  include material non-public information concerning a Borrower or a Subsidiary, as the case may be, (b) it  has developed compliance procedures regarding the use of material non-public information and (c) it will  handle such material non-public information in accordance with applicable Law, including United States  Federal and state securities Laws.      11.08  Rights of Setoff.         If  an  Event  of  Default  shall  have  occurred  and  be  continuing,  each  Lender  and  each  of  their  respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted  by  applicable  Law,  to  set  off  and  apply  any  and  all  deposits  (general  or  special,  time  or  demand,  provisional or final, in whatever currency) at any time held and other obligations (in whatever currency)  at any time owing by such Lender or any such Affiliate to or for the credit or the account of any Borrower  against any and all of the obligations of such Borrower now or hereafter existing under this Agreement or  any  other  Loan  Document  to  such  Lender  or  their  respective  Affiliates,  irrespective  of  whether  or  not  such  Lender  or  such  Affiliate  shall  have  made  any  demand  under this  Agreement  or  any  other  Loan  Document and although such obligations of such Borrower may be contingent or unmatured or are owed  to a branch or office or Affiliate of such Lender different from the branch or office or Affiliate holding  such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender  shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the  Administrative  Agent  for  further  application  in  accordance  with  the  provisions  of  Section  2.15  and,  pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed  held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender  shall  provide  promptly  to  the  Administrative  Agent  a  statement describing  in  reasonable  detail  the  Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.  The rights of  each Lender and their respective Affiliates under this Section are in addition to other rights and remedies  (including other rights of setoff) that such Lender or their respective Affiliates may have.  Each Lender  agrees to notify the applicable Borrower and the Administrative Agent promptly after any such setoff and  application; provided that the failure to give such notice shall not affect the validity of such setoff and  application.        11.09  Interest Rate Limitation.                                            85  CHAR1\1635542v6  





 






               Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or  agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest  permitted by applicable Law (the “Maximum Rate”).  If the Administrative Agent or any Lender shall  receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the  principal of the Loans or, if it exceeds such unpaid principal, refunded to the applicable Borrower.  In  determining whether the interest contracted for, charged, or received by the Administrative Agent or a  Lender  exceeds  the  Maximum  Rate,  such  Person  may,  to  the  extent  permitted  by  applicable  Law,  (a)  characterize  any  payment  that  is  not  principal  as  an  expense,  fee,  or  premium  rather  than  interest,  (b)  exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in  equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations  hereunder.      11.10  Counterparts; Integration; Effectiveness.         This  Agreement  may  be  executed  in  counterparts  (and  by  different  parties  hereto  in  different  counterparts),  each  of  which  shall  constitute  an  original,  but all  of  which  when  taken  together  shall  constitute  a  single  contract.   This  Agreement  and  the  other  Loan  Documents  and  any  separate  letter  agreements with respect to fees payable to the Administrative Agent constitute the entire contract among  the  parties  relating  to  the  subject  matter  hereof  and  supersede any and all previous agreements and  understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 4.01,  this Agreement shall become effective when it shall have been executed by the Administrative Agent and  when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the  signatures of each of the other parties hereto.  Delivery of an executed counterpart of a signature page of  this Agreement by facsimile or other electronic imaging means (e.g., “pdf” or “tif”) shall be effective as  delivery of a manually executed counterpart of this Agreement.      11.11  Survival of Representations and Warranties.         All  representations  and  warranties  made  hereunder  and  in  any  other  Loan  Document  or  other  document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the  execution  and  delivery  hereof  and  thereof.   Such  representations  and  warranties  have  been  or  will  be  relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the  Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent  or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and  shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain  unpaid or unsatisfied.      11.12  Severability.         If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or  unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement  and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor  in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions  the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable  provisions.   The  invalidity  of  a  provision  in  a  particular  jurisdiction  shall  not  invalidate  or  render  unenforceable such provision in any other jurisdiction.  Without limiting the foregoing provisions of this  Section 11.12, if and to the extent that the enforceability of any provisions in this Agreement relating to  Defaulting  Lenders  shall  be  limited  by  Debtor  Relief  Laws,  as  determined  in  good  faith  by  the  Administrative Agent or a Swing Line Lender, as applicable, then such provisions shall be deemed to be  in effect only to the extent not so limited.                                             86  CHAR1\1635542v6  





 






            11.13  Replacement of Lenders.         If the Borrowers are entitled to replace a Lender pursuant to the provisions of Section 3.06, or if  any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrowers may, at their sole  expense  and  effort,  upon  notice  to  such  Lender  and  the  Administrative  Agent,  require  such  Lender  to  assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and  consents required by, Section 11.06), all of its interests, rights (other than its existing rights to payments  pursuant  to  Sections  3.01  and  3.04)  and  obligations  under  this Agreement  and  the  related  Loan  Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another  Lender, if a Lender accepts such assignment), provided that:                (a)    the Borrowers shall have paid to the Administrative Agent the assignment fee (if        any) specified in Section 11.06(b);                (b)    such Lender shall have received payment of an amount equal to the outstanding        principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it        hereunder and under the other Loan Documents (including any amounts under Section 3.05) from        the  assignee  (to  the  extent  of  such  outstanding  principal  and  accrued  interest  and  fees)  or  the        applicable Borrower (in the case of all other amounts);                (c)    in the case of any such assignment resulting from a claim for compensation under        Section  3.04  or  payments  required  to  be  made  pursuant  to  Section  3.01,  such  assignment  will        result in a reduction in such compensation or payments thereafter;                (d)    such assignment does not conflict with applicable Laws; and                (e)    in the case of an assignment resulting from a Lender becoming a Non-Consenting        Lender,  the  applicable  assignee shall  have  consented  to  the  applicable  amendment,  waiver  or        consent.         A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a  result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such  assignment and delegation cease to apply.         Each party hereto agrees that (a) an assignment required pursuant to this Section 11.13 may be  effected  pursuant  to  an  Assignment  and  Assumption  executed  by  the  Borrowers,  the  Administrative  Agent and the assignee and (b) the Lender required to make such assignment need not be a party thereto  in order for such assignment to be effective and shall be deemed to have consented to an be bound by the  terms thereof; provided, that, following the effectiveness of any such assignment, the other parties to such  assignment  agree  to  execute  and  deliver  such  documents  necessary  to  evidence  such  assignment  as  reasonably  requested  by  the  applicable  Lender;  provided,  further,  that,  any  such  documents  shall  be  without recourse to or warranty by the parties thereto.      11.14  Governing Law; Jurisdiction; Etc.                (a)    GOVERNING  LAW.   THIS  AGREEMENT  AND  THE  OTHER  LOAN        DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET        FORTH  THEREIN)  AND  ANY  CLAIMS,  CONTROVERSY,  DISPUTE  OR  CAUSE  OF        ACTION  (WHETHER  IN  CONTRACT  OR  TORT  OR  OTHERWISE)  BASED  UPON,        ARISING  OUT  OF  OR  RELATING  TO  THIS  AGREEMENT  OR  ANY  OTHER  LOAN        DOCUMENT (EXCEPT, AS TO  ANY OTHER LOAN  DOCUMENT, AS  EXPRESSLY SET                                             87  CHAR1\1635542v6  





 






               FORTH  THEREIN)  AND  THE  TRANSACTIONS  CONTEMPLATED  HEREBY  AND        THEREBY  SHALL  BE  GOVERNED  BY,  AND  CONSTRUED  IN  ACCORDANCE  WITH,        THE LAW OF THE STATE OF NEW YORK.                (b)    SUBMISSION  TO  JURISDICTION.   EACH  BORROWER  IRREVOCABLY        AND  UNCONDITIONALLY  AGREES  THAT  IT  WILL  NOT  COMMENCE  ANY  ACTION,        LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW        OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE        ADMINISTRATIVE  AGENT,  ANY  LENDER,  OR  ANY  RELATED  PARTY  OF  THE        FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN        DOCUMENT  OR  THE  TRANSACTIONS  RELATING  HERETO  OR  THERETO,  IN  ANY        FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW        YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN        DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND        EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS        TO  THE  JURISDICTION  OF  SUCH  COURTS  AND  AGREES  THAT  ALL  CLAIMS  IN        RESPECT  OF  ANY  SUCH  ACTION,  LITIGATION  OR  PROCEEDING  MAY  BE  HEARD        AND  DETERMINED  IN  SUCH  NEW  YORK  STATE  COURT  OR,  TO  THE  FULLEST        EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF        THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION,        LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN        OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER        PROVIDED  BY  LAW.   NOTHING  IN  THIS  AGREEMENT  OR  IN  ANY  OTHER  LOAN        DOCUMENT  SHALL  AFFECT  ANY  RIGHT  THAT  THE  ADMINISTRATIVE  AGENT  OR        ANY  LENDER  MAY  OTHERWISE  HAVE  TO  BRING  ANY  ACTION  OR  PROCEEDING        RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY        BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.                (c)    WAIVER  OF  VENUE.   EACH  BORROWER  IRREVOCABLY  AND        UNCONDITIONALLY  WAIVES,  TO  THE  FULLEST  EXTENT  PERMITTED  BY        APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO        THE  LAYING  OF  VENUE  OF  ANY  ACTION  OR  PROCEEDING  ARISING  OUT  OF     OR        RELATING  TO  THIS  AGREEMENT  OR  ANY  OTHER  LOAN  DOCUMENT  IN  ANY        COURT  REFERRED  TO  IN  PARAGRAPH  (B)  OF  THIS  SECTION.   EACH  OF  THE        PARTIES  HERETO  HEREBY  IRREVOCABLY  WAIVES,  TO  THE  FULLEST  EXTENT        PERMITTED  BY  APPLICABLE  LAW,  THE  DEFENSE  OF  AN  INCONVENIENT  FORUM        TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.                (d)    SERVICE  OF  PROCESS.   EACH  PARTY  HERETO  IRREVOCABLY        CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN        SECTION 11.02.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY        PARTY  HERETO  TO  SERVE  PROCESS  IN  ANY  OTHER  MANNER  PERMITTED  BY        APPLICABLE LAW.      11.15  Waiver of Jury Trial.         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                                            88  CHAR1\1635542v6  





 






         OTHER  THEORY).   EACH  PARTY  HERETO  (A)  CERTIFIES  THAT  NO  REPRESENTATIVE,  AGENT  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.      11.16  No Advisory or Fiduciary Responsibility.         In connection with all aspects of each transaction contemplated hereby (including in connection  with  any  amendment,  waiver  or  other  modification  hereof  or  of  any  other  Loan  Document),  each  Borrower  acknowledges  and  agrees,  and  acknowledges  its  Affiliates’  understanding,  that:  (i)  (A)  the  arranging  and  other  services  regarding  this  Agreement  provided by  the  Administrative  Agent,  the  Arrangers  and  the  Lenders  are  arm’s-length  commercial  transactions  between  such  Borrower  and  its  Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other  hand, (B) such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent  it has deemed appropriate, and (C) such Borrower is capable of evaluating, and understands and accepts,  the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents;  (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a  principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will  not be acting as an advisor, agent or fiduciary for such Borrower or any of its Affiliates, or any other  Person and (B) neither the Administrative Agent, the Arrangers nor any Lender has any obligation to such  Borrower  or  any  of  its  Affiliates  with  respect  to  the  transactions  contemplated  hereby  except  those  obligations  expressly  set  forth  herein  and  in  the  other  Loan  Documents;  and  (iii)  the  Administrative  Agent,  the  Arrangers,  the  Lenders  and  their  respective  Affiliates  may  be  engaged  in  a  broad  range  of  transactions that involve interests that differ from those of such Borrower and its Affiliates, and neither  the  Administrative  Agent,  the  Arrangers  nor  any  Lender  has  any obligation  to  disclose  any  of  such  interests  to  such  Borrower  and  its  Affiliates.   To  the  fullest extent  permitted  by  Law,  such  Borrower  hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers  or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with  any aspect of any transaction contemplated hereby.      11.17  Electronic Execution of Assignments and Certain Other Documents.         The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to  any document to be signed in connection with this Agreement and the transactions contemplated hereby  (including  without  limitation  Assignment  and  Assumptions,  amendments  or  other  modifications,  Loan  Notices,  Swing  Line  Loan  Notices,  waivers  and  consents)  shall  be  deemed  to  include  electronic  signatures, the electronic matching of assignment terms and contract formations on electronic platforms  approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall  be of the same legal effect, validity or enforceability as a manually executed signature or the use of a  paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable  Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York  State  Electronic  Signatures  and  Records  Act,  or  any  other  similar  state  laws  based  on  the  Uniform  Electronic Transactions Act; provided, that, notwithstanding anything contained herein to the contrary the  Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any  format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.      11.18  USA PATRIOT Act Notice.                                             89  CHAR1\1635542v6  





 






               Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for  itself and not on behalf of any Lender) hereby notifies each Borrower that pursuant to the requirements of  the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is  required  to  obtain,  verify  and  record  information  that  identifies  such  Borrower,  which  information  includes the name and address of such Borrower and other information that will allow such Lender or the  Administrative  Agent,  as  applicable,  to  identify  such  Borrower in  accordance  with  the  Act.   Each  Borrower  shall,  promptly  following  a  request  by  the  Administrative  Agent  or  any  Lender,  provide  all  documentation and other information that the Administrative Agent or such Lender requests in order to  comply with its ongoing obligations under applicable “know your customer” and anti-money laundering  rules and regulations, including the Act and the Beneficial Ownership Regulation.      11.19  Acknowledgement and Consent to Bail-In of EEA Financial Institutions.         Notwithstanding  anything  to  the  contrary  in  any  Loan  Document  or  in  any  other  agreement,  arrangement or understanding among any such parties, each party hereto acknowledges that any liability  of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such  liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution  Authority and agrees and consents to, and acknowledges and agrees to be bound by:                (a)    the  application  of  any  Write-Down  and  Conversion  Powers  by  an  EEA         Resolution Authority to any such liabilities arising hereunder which may be payable to it by any         Lender that is an EEA Financial Institution; and                (b)    the effects of any Bail-In Action on any such liability, including, if applicable:                        (i)   a reduction in full or in part or cancellation of any such liability;                        (ii)  a  conversion  of  all,  or  a  portion  of,  such  liability  into  shares  or  other                instruments of ownership in such EEA Financial Institution, its parent undertaking, or a                bridge  institution  that  may  be  issued  to  it  or  otherwise  conferred  on  it,  and  that  such                shares or other instruments of ownership will be accepted by it in lieu of any rights with                respect to any such liability under this Agreement or any other Loan Document; or                        (iii) the  variation  of  the  terms  of  such  liability  in  connection  with the                exercise of the write-down and conversion powers of any EEA Resolution Authority.                                [SIGNATURE PAGES FOLLOW]                                              90  CHAR1\1635542v6  





 






               IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as  of the date first above written.            BORROWERS:                 RAYMOND JAMES FINANCIAL, INC.,                             a Florida corporation                              By:   /s/ Jeffrey P. Julien                                  Name:  Jeffrey P. Julien                            Title:  EVP – Finance and Chief Financial Officer                             RAYMOND JAMES & ASSOCIATES, INC.,                            a Florida corporation                             By:    /s/ Tash S. Elwyn                                      Name:  Tash S. Elwyn                            Title:  CEO and President                                                                                                                             RAYMOND JAMES FINANCIAL INC.                                                             RAYMOND JAMES & ASSOCIATES, INC.                                                                          CREDIT AGREEMENT    





 






                                      ADMINISTRATIVE  AGENT:                     BANK OF AMERICA, N.A.,                            as Administrative Agent                             By:    /s/ Charlene Wright-Jones                             Name:  Charlene Wright-Jones                            Title:  Vice President                                                                                                RAYMOND JAMES FINANCIAL INC.                                                             RAYMOND JAMES & ASSOCIATES, INC.                                                                          CREDIT AGREEMENT    





 






                                      LENDERS:                   BANK OF AMERICA, N.A.,                            as a Lender and a Swing Line Lender                             By:    /s/ Sherman Wong                             Name:  Sherman Wong                            Title:  Director                                                                                                                              RAYMOND JAMES FINANCIAL INC.                                                             RAYMOND JAMES & ASSOCIATES, INC.                                                                          CREDIT AGREEMENT    





 






                       CITIBANK, N.A.,  as a Lender and a Swing Line Lender   By:    /s/ Maureen Maroney   Name:  Maureen Maroney  Title:  Vice President                                                                  RAYMOND JAMES FINANCIAL INC.                                   RAYMOND JAMES & ASSOCIATES, INC.                                                CREDIT AGREEMENT                  





 






                       JPMORGAN CHASE BANK, N.A.,  as a Lender and a Swing Line Lender   By:    /s/ Victoria Teterceva    Name:  Victoria Tererceva  Title:  Vice President                                                                RAYMOND JAMES FINANCIAL INC.                                   RAYMOND JAMES & ASSOCIATES, INC.                                                CREDIT AGREEMENT                  





 






                       REGIONS BANK,  as a Lender and a Swing Line Lender   By:    /s/ Hichem Kerma   Name:  Hichem Kerma  Title:  Director                                                              RAYMOND JAMES FINANCIAL INC.                                   RAYMOND JAMES & ASSOCIATES, INC.                                                CREDIT AGREEMENT                  





 






                       U.S. BANK NATIONAL ASSOCIATION,  as a Lender and a Swing Line Lender   By:    /s/ Michael Ugliarolo        Name:  Michael Ugliarolo  Title:  Vice President                                                                RAYMOND JAMES FINANCIAL INC.                                   RAYMOND JAMES & ASSOCIATES, INC.                                                CREDIT AGREEMENT                  





 






                       BRANCH BANKING AND TRUST COMPANY,  as a Lender and a Swing Line Lender    By:    /s/ Steve Whitcomb           Name:  Steve Whitcomb  Title:  Senior Vice President                                            RAYMOND JAMES FINANCIAL INC.                                   RAYMOND JAMES & ASSOCIATES, INC.                                                CREDIT AGREEMENT                  





 






                       PNC BANK, NATIONAL ASSOCIATION,  as a Lender and a Swing Line Lender    By:    /s/ Alaa Shraim    Name:  Alaa Shraim  Title:  Senior Vice President                                            RAYMOND JAMES FINANCIAL INC.                                   RAYMOND JAMES & ASSOCIATES, INC.                                                CREDIT AGREEMENT                  





 






                       THE BANK OF NEW YORK MELLON,  as a Lender    By:    /s/ Matthew W. Thigpen       Name:  Matthew W. Thigpen  Title:  Vice President                                          RAYMOND JAMES FINANCIAL INC.                                   RAYMOND JAMES & ASSOCIATES, INC.                                                CREDIT AGREEMENT