reimbursement or compensation pursuant to this Article X
shall deliver to the Borrower (with a copy to Agent) a certificate setting forth
in reasonable detail the amount payable to such Lender hereunder and such
certificate shall be conclusive and binding on the Borrower in the absence of
manifest error.
ARTICLE XI.
DEFINITIONS
11.1
Defined Terms.
The following terms are defined in the Sections referenced opposite such terms:
"Adjusted EBITDA"
Exhibit 4.2(b)
"Affected Lender"
9.22
"Affected SPV/Participant"
9.22
"Agent Report"
8.5(c)
"Aggregate Excess Funding Amount"
1.11(e)(iv)
"Borrower"
Preamble
"Borrower Materials"
9.10(e)
"Controlled Collateral Account"
4.11(a)
"DDTL"
1.1(a)
"DDTL Commitment"
1.1(a)
"EBITDA"
Exhibit 4.2(b)
"Eligible Accounts"
1.13
"Eligible Inventory"
1.14
"Event of Default"
7.1
"Excess Cash Flow"
Exhibit 4.2(b)
"Extended Revolving Loan Commitment"
9.1(g)
"Extended Term Loans"
9.1(g)
"Extension"
9.1(g)
"Extension Offer"
9.1(g)
"Fee Letter"
1.9(a)
"Fixed Charge Coverage Ratio"
Exhibit 4.2(b)
"Incremental Effective Date"
1.1(e)(i)
"Incremental Facility"
1.1(e)(i)
"Incremental Facility Request"
1.1(e)(i)
"Incremental Revolving Loan"
1.1(e)(i)
"Incremental Revolving Loan Commitment"
1.1(e)(i)
"Incremental Term Loan"
1.1(e)(i)
"Incremental Term Loan Commitment"
1.1(e)(i)
"Indemnified Matters"
9.6(a)
"Indemnitees"
9.6
"Interest Coverage Ratio"
Exhibit 4.2(b)
"Interest Expense"
Exhibit 4.2(b)
"Investments"
5.4
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"L/C Reimbursement Agreement"
1.1(c)(i)(C)
"L/C Reimbursement Date"
1.1(c)(v)
"L/C Request"
1.1(c)(ii)
"L/C Sublimit"
1.1(c)(i)(A)
"Lender"
Preamble
"Letter of Credit Fee"
1.9(c)
"Leverage Ratio"
Exhibit 4.2(b)
"Maximum Lawful Rate"
1.3(d)
"Maximum Revolving Loan Balance"
1.1(b)(i)
"MNPI"
9.10(a)
"Notice of Conversion/Continuation"
1.6(a)
"OFAC"
3.28
"Other Taxes"
10.1(c)
"Overadvance"
1.1(b)
"Permitted Liens"
5.1
"Register"
1.4(b)
"Restricted Payments"
5.11
"Replacement Lender"
9.22
"Revolving Loan"
1.1(b)(i)
"Sale"
9.9(b)
"SDN List"
3.28
"Settlement Date"
1.11(b)
"Swing Loan"
1.1(d)(i)
"Swingline Request"
1.1(d)(ii)
"Tax Returns"
3.10
"Taxes"
10.1(a)
"Term Loan A"
1.1(a)
"Term Loan A Commitment"
1.1(a)
"Unused Commitment Fee"
1.9(b)(i)
"Unused DDTL Commitment Fee"
1.9(b)(ii)
In addition to the terms defined elsewhere in this Agreement, the following
terms have the following meanings:
"Account" means, as at any date of determination, all "accounts" (as such term
is defined in the UCC) of the Credit Parties, including, without limitation, the
unpaid portion of the obligation of a customer of a Credit Party in respect of
Inventory purchased by and shipped to such customer and/or the rendition of
services by a Credit Party, as stated on the respective invoice of a Credit
Party, net of any credits, rebates or offsets owed to such customer.
"Account Debtor" means the customer of a Credit Party who is obligated on or
under an Account.
"Acquisition" means any transaction or series of related transactions for the
purpose of or resulting, directly or indirectly, in (a) the acquisition of all
or substantially all of the assets of a Person, or of any business or division
of a Person, (b) the acquisition of in excess of fifty percent (50%) of the
Stock and Stock Equivalents of any Person or otherwise causing any Person to
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become a Subsidiary of the Borrower, or (c) a merger or consolidation or any
other combination with another Person.
"Affiliate" means, with respect to any Person, each officer, director, general
partner or joint-venturer