then-current term of
this Agreement.
1.75
"Interest Rate" shall mean,
(A)
SUBJECT TO CLAUSE (B) OF THIS DEFINITION BELOW:
(I)
AS TO PRIME RATE LOANS, A RATE EQUAL TO THE THEN
APPLICABLE MARGIN FOR PRIME RATE LOANS ON A PER ANNUM BASIS PLUS THE PRIME RATE,
AND
(II)
AS TO EURODOLLAR RATE LOANS, A RATE EQUAL TO THE THEN
APPLICABLE MARGIN FOR EURODOLLAR RATE LOANS ON A PER ANNUM BASIS PLUS THE
ADJUSTED EURODOLLAR RATE.
17
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,
AGENT MAY, AT ITS OPTION, AND AGENT SHALL, AT THE DIRECTION OF THE REQUIRED
LENDERS, INCREASE THE APPLICABLE MARGIN OTHERWISE USED TO CALCULATE THE INTEREST
RATE FOR PRIME RATE LOANS AND EURODOLLAR RATE LOANS IN EACH CASE TO THE HIGHEST
PERCENTAGE SET FORTH IN THE DEFINITION OF THE TERM APPLICABLE MARGIN FOR EACH
CATEGORY OF REVOLVING LOANS (WITHOUT REGARD TO THE AMOUNT OF QUARTERLY AVERAGE
EXCESS AVAILABILITY) PLUS TWO (2%) PERCENT PER ANNUM: (I) FOR THE PERIOD (A)
FROM AND AFTER THE EFFECTIVE DATE OF TERMINATION OR NON-RENEWAL HEREOF UNTIL
AGENT AND LENDERS HAVE RECEIVED FULL AND FINAL PAYMENT OF ALL OUTSTANDING AND
UNPAID OBLIGATIONS WHICH ARE NOT CONTINGENT AND CASH COLLATERAL OR LETTER OF
CREDIT, AS AGENT MAY SPECIFY, IN THE AMOUNTS AND ON THE TERMS REQUIRED UNDER
SECTION 13.1 HEREOF FOR CONTINGENT OBLIGATIONS (NOTWITHSTANDING ENTRY OF A
JUDGMENT AGAINST ANY BORROWER OR GUARANTOR) AND (B) FROM AND AFTER THE DATE OF
THE OCCURRENCE OF AN EVENT OF DEFAULT AND FOR SO LONG AS SUCH EVENT OF DEFAULT
IS CONTINUING AND (II) ON LOANS AT ANY TIME OUTSTANDING IN EXCESS OF THE
BORROWING BASE (WHETHER OR NOT SUCH EXCESS(ES) ARISE OR ARE MADE WITH OR WITHOUT
THE KNOWLEDGE OR CONSENT OF AGENT OR ANY LENDER AND WHETHER MADE BEFORE OR AFTER
AN EVENT OF DEFAULT).
1.76
"Inventory" shall mean, as to each Borrower and Guarantor,
all of such Borrower's and Guarantor's now owned and hereafter existing or
acquired goods, wherever located, which (a) are leased by such Borrower or
Guarantor as lessor; (b) are held by such Borrower or Guarantor for sale or
lease or to be furnished under a contract of service; (c) are furnished by such
Borrower or Guarantor under a contract of service; or (d) consist of raw
materials, work in process, finished goods or materials used or consumed in its
business.
1.77
"Investment" shall have the meaning set forth in Section 9.10
hereof.
1.78
"Investment Property Control Agreement" shall mean an
agreement in writing, in form and substance satisfactory to Agent, by and among
Agent, any Borrower or Guarantor (as the case may be) and any securities
intermediary, commodity intermediary or other person who has custody, control or
possession of any investment property of such Borrower or Guarantor
acknowledging that such securities intermediary, commodity intermediary or other
person has custody, control or possession of such investment property on behalf
of Agent, that it will comply with entitlement orders originated by Agent with
respect to such investment property, or other instructions