January 29, 2016, a rate equal to 8.61%
per annum and (b) on or after January 30, 2016, a variable rate equal to LIBOR
plus 3.60% per annum.
"Trust Indenture Act" means the Trust Indenture Act of 1939, as amended and as
in effect on the date as of this Indenture.
"Trustee" means the Person named as the "Trustee" in the first paragraph of this
instrument, solely in its capacity as such and not in its individual capacity,
until a successor Trustee shall have become such pursuant to the applicable
provisions of this Indenture, and, thereafter, "Trustee" shall mean or include
each Person who is then a Trustee hereunder.
"Wachovia Event of Default" means an Event of Default, as defined in any of the
Credit Facilities, unless the Agent (named in the relevant Credit Facility) has
delivered written notice to the Holders that (a) such Event of Default has been
waived by the Lenders (named in the relevant Credit Facility) or no longer
exists, which notice the Agent shall deliver (if appropriate) promptly following
written request by Master Borrower (named in the relevant Credit Facility) or
(b) the Credit Facilities under which such Event of Default has occurred have
been terminated and all Debt outstanding under such Credit Facilities has been
paid.
SECTION 1.2
COMPLIANCE CERTIFICATE AND OPINIONS.
(A)
UPON ANY APPLICATION OR REQUEST BY THE COMPANY TO THE TRUSTEE TO
TAKE ANY ACTION UNDER ANY PROVISION OF THIS INDENTURE, THE COMPANY SHALL, IF
REQUESTED BY THE TRUSTEE, FURNISH TO THE TRUSTEE AN OFFICERS' CERTIFICATE
STATING THAT ALL CONDITIONS PRECEDENT (INCLUDING COVENANTS COMPLIANCE WITH WHICH
CONSTITUTES A CONDITION PRECEDENT), IF ANY, PROVIDED FOR IN THIS INDENTURE
RELATING TO THE PROPOSED ACTION HAVE BEEN COMPLIED WITH AND AN OPINION OF
COUNSEL STATING THAT IN THE OPINION OF SUCH COUNSEL ALL SUCH CONDITIONS
PRECEDENT (INCLUDING COVENANTS COMPLIANCE WITH WHICH CONSTITUTES A CONDITION
PRECEDENT), IF ANY, HAVE BEEN COMPLIED WITH.
10
(B)
EVERY CERTIFICATE OR OPINION WITH RESPECT TO COMPLIANCE WITH A
CONDITION OR COVENANT PROVIDED FOR IN THIS INDENTURE (OTHER THAN THE CERTIFICATE
PROVIDED PURSUANT TO SECTION 10.3) SHALL INCLUDE:
(I)
A STATEMENT BY EACH INDIVIDUAL SIGNING SUCH CERTIFICATE OR
OPINION THAT SUCH INDIVIDUAL HAS READ SUCH COVENANT OR CONDITION AND THE
DEFINITIONS HEREIN RELATING THERETO;
(II)
A BRIEF STATEMENT AS TO THE NATURE AND SCOPE OF THE EXAMINATION
OR INVESTIGATION UPON WHICH THE STATEMENTS OR OPINIONS OF SUCH INDIVIDUAL
CONTAINED IN SUCH CERTIFICATE OR OPINION ARE BASED;
(III)
A STATEMENT THAT, IN THE OPINION OF SUCH INDIVIDUAL, HE OR SHE
HAS MADE SUCH EXAMINATION OR INVESTIGATION AS IS NECESSARY TO ENABLE HIM OR HER
TO EXPRESS AN INFORMED OPINION AS TO WHETHER OR NOT SUCH COVENANT OR CONDITION
HAS BEEN COMPLIED WITH; AND
(IV)
A STATEMENT AS TO WHETHER, IN THE OPINION OF SUCH INDIVIDUAL, SUCH
CONDITION OR COVENANT HAS BEEN COMPLIED WITH.
SECTION 1.3
FORMS OF DOCUMENTS DELIVERED TO TRUSTEE.
(A)
IN ANY CASE WHERE SEVERAL MATTERS ARE REQUIRED TO BE CERTIFIED BY,
OR COVERED BY AN OPINION OF,