POOR CREDIT QUALITY AS DETERMINED BY
REQUIRED LENDERS IN THEIR SOLE DISCRETION; (XI) THAT PORTION OF ACCOUNTS
RECEIVABLE CONCENTRATED IN INDIVIDUAL ACCOUNT DEBTORS IN EXCESS OF TWENTY
PERCENT (20%) (OR IN SUCH OTHER AMOUNTS OR PERCENTAGES AS MAY BE ESTABLISHED BY
REQUIRED LENDERS FROM TIME TO TIME) OF ALL ELIGIBLE RECEIVABLES; (XII) ANY
ACCOUNT WITH RESPECT TO WHICH THE ACCOUNT DEBTOR IS LOCATED IN A STATE WHICH
REQUIRES BORROWER, AS A PRECONDITION TO COMMENCING OR MAINTAINING AN ACTION IN
THE COURTS OF THAT STATE, EITHER TO (A) RECEIVE A CERTIFICATE OF AUTHORITY TO DO
BUSINESS AND BE IN GOOD STANDING IN SUCH STATE; OR (B) FILE A NOTICE OF BUSINESS
ACTIVITIES REPORT OR SIMILAR REPORT WITH SUCH STATE'S TAXING AUTHORITY, UNLESS
(I) BORROWER HAS TAKEN ONE OF THE ACTIONS DESCRIBED IN CLAUSES (A) OR (B),
(II) THE FAILURE TO TAKE ONE OF THE ACTIONS DESCRIBED IN EITHER CLAUSE (A) OR
(B) MAY BE CURED RETROACTIVELY BY BORROWER AT ITS ELECTION, OR (III) BORROWER
HAS PROVEN, TO REQUIRED LENDERS' SATISFACTION, THAT IT IS EXEMPT FROM ANY SUCH
REQUIREMENTS UNDER ANY SUCH STATE'S LAWS.
BORROWER SHALL IMMEDIATELY NOTIFY
AGENT IF ANY ACCOUNT RECEIVABLE PREVIOUSLY SCHEDULED, LISTED OR REFERRED TO IN
ANY CERTIFICATE, STATEMENT OR REPORT BY BORROWER AND UPON WHICH BORROWER IS
BASING AVAILABILITY UNDER THE WORKING CAPITAL LINE CEASES TO BE AN ELIGIBLE
RECEIVABLE; AND (XIII) ANY ACCOUNT WHERE THE ACCOUNT DEBTOR IS A SANCTIONED
PERSON.
(P)
"FUNDED DEBT" SHALL MEAN, WITH RESPECT TO BORROWER, AT ANY TIME,
THE SUM OF ALL INDEBTEDNESS OF BORROWER FOR BORROWED MONEY (INCLUDING, WITHOUT
LIMITATION, ALL CAPITALIZED LEASE OBLIGATIONS AND THE FACE AMOUNT OF ALL
OUTSTANDING LETTERS OF CREDIT), ALL AS DETERMINED IN ACCORDANCE WITH GAAP.
(Q)
"HEDGING AGREEMENT" MEANS ANY AGREEMENT WITH RESPECT TO AN
INTEREST RATE SWAP, COLLAR, CAP, FLOOR OR A FORWARD RATE AGREEMENT OR OTHER
AGREEMENT REGARDING THE HEDGING OF INTEREST RATE RISK EXPOSURE EXECUTED IN
CONNECTION WITH HEDGING THE INTEREST RATE EXPOSURE OF THE BORROWER, AND ANY
CONFIRMING LETTER EXECUTED PURSUANT TO SUCH HEDGING AGREEMENT, ALL AS AMENDED,
RESTATED OR OTHERWISE MODIFIED.
(R)
"INVOICE VALUE" SHALL MEAN, WITH RESPECT TO EQUIPMENT TO BE
PURCHASED WITH AN ADVANCE UNDER THE CAP EX LINE, THE ACTUAL HARD COST OF SUCH
ITEM OF EQUIPMENT, EXCLUDING, WITHOUT LIMITATION, ANY SUMS EXPENDED OR TO BE
EXPENDED IN CONNECTION THEREWITH FOR DELIVERY, INSTALLATION, MAINTENANCE,
SERVICE, WARRANTY, TRAINING OR OTHERWISE, IN EACH CASE AS DETERMINED BY AGENT
BASED ON INVOICES AND SUCH OTHER DOCUMENTATION AS SHALL BE REQUESTED BY AND
REASONABLY SATISFACTORY TO AGENT.
39
(S)
"ISSUING BANK" SHALL MEAN WBNA OR ANY SUCCESSOR INSTITUTION
ISSUING A LETTER OF CREDIT UNDER THIS AGREEMENT.
(T)
"KNOWLEDGE" AS TO THE AGENT SHALL MEAN (I) RECEIPT BY AGENT OF
WRITTEN NOTICE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT FROM ANY LENDER OR
BORROWER OF A DEFAULT OR AN EVENT OF DEFAULT OR (II) ACTUAL KNOWLEDGE BY AN
EMPLOYEE OF AGENT WHO IS ACTIVELY INVOLVED IN THE DAY TO DAY ADMINISTRATION OF
THE LOANS THAT A DEFAULT OR AN