ACCORDANCE
WITH GAAP.
RR.
"GAAP" MEANS UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES CONSISTENTLY APPLIED WITH PRIOR PERIODS.
SS.
"HAZARDOUS SUBSTANCES" MEANS ANY CHEMICAL, MATERIAL OR SUBSTANCE
REGULATED UNDER ANY APPLICABLE ENVIRONMENTAL LAWS, INCLUDING A HAZARDOUS
SUBSTANCE, HAZARDOUS WASTE, HAZARDOUS MATERIAL, TOXIC SUBSTANCE, PETROLEUM IN
ANY FORM, POLLUTANT OR CONTAMINANT OR ANY SIMILAR DENOMINATION INTENDED TO
CLASSIFY SUBSTANCES BY REASON OF TOXICITY, CARCINOGENICITY, IGNITABILITY,
CORROSIVITY OR REACTIVITY.
4
TT.
"INDEBTEDNESS" SHALL MEAN, WITH RESPECT TO ANY PERSON AND ITS
SUBSIDIARIES, WITHOUT DUPLICATION, (I) ANY INDEBTEDNESS FOR BORROWED MONEY OR
ISSUED IN SUBSTITUTION FOR OR EXCHANGE OF INDEBTEDNESS FOR BORROWED MONEY (OR
ANY RENEWALS, REPLACEMENTS OR EXTENSION THAT INCREASE THE AGGREGATE COMMITMENTS
THEREUNDER), (II) ANY INDEBTEDNESS EVIDENCED BY ANY NOTE, BOND, DEBENTURE OR
OTHER DEBT INSTRUMENT, (III) ANY INDEBTEDNESS FOR THE DEFERRED PURCHASE PRICE OF
PROPERTY OR SERVICES FOR WHICH SUCH PAYMENT IS DEFERRED SIX (6) MONTHS OR MORE,
WITH RESPECT TO WHICH SUCH PERSON IS LIABLE, CONTINGENTLY OR OTHERWISE, AS
OBLIGOR OR OTHERWISE (OTHER THAN TRADE PAYABLES AND OTHER CURRENT LIABILITIES
INCURRED IN THE ORDINARY COURSE OF BUSINESS THAT ARE NOT OVERDUE BY MORE THAN
THREE (3) MONTHS UNLESS BEING CONTESTED IN GOOD FAITH), (IV) ANY COMMITMENT BY
WHICH SUCH PERSON ASSURES A CREDITOR AGAINST LOSS (INCLUDING CONTINGENT
REIMBURSEMENT OBLIGATIONS WITH RESPECT TO LETTERS OF CREDIT), (V) ANY CAPITAL
LEASE OBLIGATIONS WITH RESPECT TO WHICH SUCH PERSON IS LIABLE, CONTINGENTLY OR
OTHERWISE, AS OBLIGOR, GUARANTOR OR OTHERWISE, OR WITH RESPECT TO WHICH
OBLIGATIONS SUCH PERSON ASSURES A CREDITOR AGAINST LOSS, (VI) ANY OBLIGATIONS
UNDER COMMODITY PURCHASE OR OPTION AGREEMENTS OR OTHER COMMODITY PRICE HEDGING
ARRANGEMENTS WHETHER CONTINGENT OR MATURED, (VII) ALL OBLIGATIONS OF SUCH PERSON
UNDER ANY FOREIGN EXCHANGE CONTRACT, CURRENCY SWAP AGREEMENT, INTEREST RATE
SWAP, CAP OR COLLAR AGREEMENT OR OTHER SIMILAR AGREEMENT OR ARRANGEMENT DESIGNED
TO ALTER THE RISKS OF THAT PERSON ARISING FROM FLUCTUATIONS IN CURRENCY VALUES
OR INTEREST RATES, IN EACH CASE WHETHER CONTINGENT OR MATURED, (VIII) ALL
INDEBTEDNESS REFERRED TO ABOVE SECURED BY (OR FOR WHICH THE HOLDER OF SUCH
INDEBTEDNESS HAS AN EXISTING RIGHT, CONTINGENT OR OTHERWISE, TO BE SECURED BY)
ANY LIEN UPON OR IN PROPERTY OR OTHER ASSETS (INCLUDING ACCOUNTS AND CONTRACT
RIGHTS) OWNED BY SUCH PERSON, EVEN THOUGH SUCH PERSON HAS NOT ASSUMED OR BECOME
LIABLE FOR THE PAYMENT OF SUCH INDEBTEDNESS, (IX) ANY GUARANTY OF THE FOREGOING,
AND (X) ANY INDEBTEDNESS SECURED BY AN ENCUMBRANCE ON SUCH PERSON'S ASSETS.
UU.
"INTELLECTUAL PROPERTY" MEANS THE PATENTS, PATENT APPLICATIONS,
TRADEMARK REGISTRATIONS AND APPLICATIONS THEREFOR, SERVICE MARK REGISTRATIONS
AND APPLICATIONS THEREFOR, COPYRIGHTS, INCLUDING REGISTRATIONS AND APPLICATIONS
THEREFOR, AND TRADE NAMES.
VV.
"INTELLECTUAL PROPERTY LICENSE AGREEMENTS" HAS THE MEANING SET
FORTH IN SECTION 5.14(B) OF THE AGREEMENT.
WW.
"INTELLECTUAL PROPERTY LICENSES" MEANS ALL LICENSES, SUBLICENSES OR
AGREEMENTS THAT RELATE TO THE RIGHTS OF THE COMPANY TO USE ANY INTELLECTUAL
PROPERTY OWNED BY THIRD PARTIES.
XX.
"INTEREST RATE" HAS THE MEANING SET FORTH IN THE NOTE.
YY.
"INTERIM FINANCIAL STATEMENTS" MEANS THE UNAUDITED BALANCE SHEET,
STATEMENT OF INCOME AND STATEMENT OF CASH FLOW OF THE