ITS DISCRETION AFTER A REQUEST FOR SUCH
DETERMINATION FROM BORROWER); AND
(M)
INVENTORY RETURNED OR REPOSSESSED BY ACCOUNT
DEBTORS OTHER THAN INVENTORY THAT IS RESALABLE IN BORROWER'S ORDINARY COURSE OF
BUSINESS.
9
ADDITIONALLY, BANK MAY EXCLUDE FROM ELIGIBLE INVENTORY ALL OR A PROPORTIONATE
PART OF ANY PARTICULAR PORTION OF BORROWER'S INVENTORY WHICH BANK DEEMS
INELIGIBLE BECAUSE ITS MARKET VALUE HAS DECLINED OR BECAUSE BANK OTHERWISE
CONSIDERS THE COLLATERAL VALUE THEREOF TO BANK TO BE IMPAIRED OR ITS ABILITY TO
REALIZE SUCH VALUE TO BE INSECURE.
"ENVIRONMENTAL LAWS" MEANS ALL LAWS OF ANY JURISDICTION RELATING TO THE
GOVERNANCE OR PROTECTION OF THE ENVIRONMENT, INCLUDING WITHOUT LIMITATION, THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980
("CERCLA"), AS AMENDED (42 U.S.C. SECTIONS 9601, ET SEQ.), THE HAZARDOUS
MATERIALS TRANSPORTATION ACT, AS AMENDED (49 U.S.C. SECTIONS 1801, ET SEQ.), THE
RESOURCE CONSERVATION AND RECOVERY ACT ("RCRA"), AS AMENDED (42 U.S.C. SECTIONS
6901, ET SEQ.), THE CLEAN WATER ACT, AS AMENDED (42 U.S.C. SECTIONS 7401, ET
SEQ.), THE TOXIC SUBSTANCES CONTROL ACT, AS AMENDED (15 U.S.C. SECTIONS 2601, ET
SEQ.).
"EQUITY AGREEMENTS" MEANS ANY AND ALL AGREEMENTS OF WHATEVER KIND BY, BETWEEN
AND AMONG BORROWER AND THE EQUITY OWNERS OF BORROWER, AND RELATING TO BORROWER'S
EQUITY INTERESTS.
"EQUITY INTERESTS" MEANS ANY AND ALL OWNERSHIP OR OTHER EQUITABLE INTERESTS IN
THE APPLICABLE PERSON, INCLUDING ANY INTEREST REPRESENTED BY ANY CAPITAL STOCK,
MEMBERSHIP INTEREST, PARTNERSHIP INTEREST, OR SIMILAR INTEREST, BUT SPECIFICALLY
EXCLUDING ANY INTEREST OF ANY PERSON SOLELY AS A CREDITOR OF THE APPLICABLE
PERSON.
"EQUITY OWNER" MEANS ANY PERSON OWNING AN EQUITY INTEREST.
"EQUITY OWNERS' EQUITY" MEANS, AT ANY TIME, THE SUM OF THE FOLLOWING ACCOUNTS
SET FORTH IN A BALANCE SHEET OF AN APPLICABLE PERSON, ADJUSTED TO U.S. DOLLARS
BY MEANS OF APPLICABLE FOREIGN CURRENCY EXCHANGE RATES AND PREPARED IN
ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES:
(A)
THE PAR OR STATED VALUE OF ALL OUTSTANDING
EQUITY INTERESTS;
(B)
CAPITAL SURPLUS; AND
(C)
RETAINED EARNINGS.
"ERISA" MEANS THE FEDERAL EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED AND IN EFFECT FROM TIME TO TIME, AND THE REGULATIONS AND PUBLISHED
INTERPRETATIONS THEREOF.
"ERISA AFFILIATE" MEANS ANY PERSON THAT WOULD BE DEEMED TO BE UNDER "COMMON
CONTROL" WITH, OR A MEMBER OF THE SAME "CONTROLLED GROUP" AS, BORROWER PARTY OR
ANY OF ITS SUBSIDIARIES, WITHIN THE MEANING OF THE INTERNAL REVENUE CODE (AS
APPLICABLE TO PLANS) OR ERISA.
"ERISA EVENT" MEANS ANY OF THE FOLLOWING WITH RESPECT TO A PLAN: (I) A
REPORTABLE EVENT, (II) A COMPLETE OR PARTIAL WITHDRAWAL BY BORROWER OR ANY ERISA
AFFILIATE FROM A PLAN THAT RESULTS IN LIABILITY UNDER ERISA, OR THE RECEIPT BY
BORROWER OR ANY ERISA AFFILIATE OF NOTICE FROM A MULTIEMPLOYER PLAN THAT IT IS
IN REORGANIZATION OR INSOLVENCY PURSUANT TO ERISA OR THAT IT INTENDS TO
TERMINATE OR HAS TERMINATED UNDER ERISA, (III) THE DISTRIBUTION BY BORROWER OR
ANY ERISA AFFILIATE UNDER ERISA OF A NOTICE OF INTENT TO TERMINATE ANY PLAN OR
THE TAKING OF ANY ACTION TO
10
TERMINATE ANY PLAN, (IV)