SUCH TIME, PLUS (C) 80% OF THE CSV OF ELIGIBLE LIFE INSURANCE
POLICIES, MINUS (D) RESERVES.
"BORROWING BASE CERTIFICATE" MEANS A CERTIFICATE, SIGNED AND CERTIFIED AS
ACCURATE AND COMPLETE BY A FINANCIAL OFFICER OF BORROWER, IN SUBSTANTIALLY THE
FORM OF EXHIBIT A OR ANOTHER FORM WHICH IS ACCEPTABLE TO LENDER IN ITS SOLE
DISCRETION.
"BORROWING REQUEST" MEANS A REQUEST BY BORROWER FOR A REVOLVING BORROWING IN
ACCORDANCE WITH SECTION 2.03.
"BUSINESS DAY" MEANS ANY DAY THAT IS NOT A SATURDAY, SUNDAY OR OTHER DAY ON
WHICH COMMERCIAL BANKS IN NEW YORK CITY ARE AUTHORIZED OR REQUIRED BY LAW TO
REMAIN CLOSED; PROVIDED THAT, WHEN USED IN CONNECTION WITH A EURODOLLAR LOAN,
THE TERM "BUSINESS DAY" SHALL ALSO EXCLUDE ANY DAY ON WHICH BANKS ARE NOT OPEN
FOR DEALINGS IN DOLLAR DEPOSITS IN THE LONDON INTERBANK MARKET.
"CAPITAL LEASE OBLIGATIONS" OF ANY PERSON MEANS THE OBLIGATIONS OF SUCH PERSON
TO PAY RENT OR OTHER AMOUNTS UNDER ANY LEASE OF (OR OTHER ARRANGEMENT CONVEYING
THE RIGHT TO USE) REAL OR PERSONAL PROPERTY, OR A COMBINATION THEREOF, WHICH
OBLIGATIONS ARE REQUIRED TO BE CLASSIFIED AND ACCOUNTED FOR AS CAPITAL LEASES ON
A BALANCE SHEET OF SUCH PERSON UNDER GAAP, AND THE AMOUNT OF SUCH OBLIGATIONS
SHALL BE THE CAPITALIZED AMOUNT THEREOF DETERMINED IN ACCORDANCE WITH GAAP.
"CB FLOATING RATE" MEANS THE PRIME RATE; PROVIDED THAT THE CB FLOATING RATE
SHALL, ON ANY DAY, NOT BE LESS THAN THE ADJUSTED ONE MONTH LIBO RATE.
THE CB
FLOATING RATE IS
3
A VARIABLE RATE AND ANY CHANGE IN THE CB FLOATING RATE DUE TO ANY CHANGE IN THE
PRIME RATE OR THE ADJUSTED ONE MONTH LIBO RATE IS EFFECTIVE FROM AND INCLUDING
THE EFFECTIVE DATE OF SUCH CHANGE IN THE PRIME RATE OR THE ADJUSTED ONE MONTH
LIBO RATE, RESPECTIVELY.
"CHANGE IN CONTROL" MEANS (A) THE ACQUISITION OF OWNERSHIP, DIRECTLY OR
INDIRECTLY, BENEFICIALLY OR OF RECORD, BY ANY PERSON OR GROUP (WITHIN THE
MEANING OF THE SECURITIES EXCHANGE ACT OF 1934 AND THE RULES OF THE SECURITIES
AND EXCHANGE COMMISSION THEREUNDER AS IN EFFECT ON THE DATE HEREOF) OTHER THAN
THE KOSS FAMILY, OF EQUITY INTERESTS REPRESENTING MORE THAN 25% OF THE AGGREGATE
ORDINARY VOTING POWER REPRESENTED BY THE ISSUED AND OUTSTANDING EQUITY INTERESTS
OF BORROWER; (B) OCCUPATION OF A MAJORITY OF THE SEATS (OTHER THAN VACANT SEATS)
ON THE BOARD OF DIRECTORS OF BORROWER BY PERSONS WHO WERE NEITHER (I) NOMINATED
BY THE BOARD OF DIRECTORS OF BORROWER NOR (II) APPOINTED BY DIRECTORS SO
NOMINATED; OR (C) THE ACQUISITION OF DIRECT OR INDIRECT CONTROL OF BORROWER BY
ANY PERSON OR GROUP OTHER THAN THE KOSS FAMILY.
"CHANGE IN LAW" MEANS (A) THE ADOPTION OF ANY LAW, RULE OR REGULATION AFTER THE
DATE OF THIS AGREEMENT, (B) ANY CHANGE IN ANY LAW, RULE OR REGULATION OR IN THE
INTERPRETATION OR APPLICATION THEREOF BY ANY GOVERNMENTAL AUTHORITY AFTER THE
DATE OF THIS AGREEMENT OR (C) COMPLIANCE BY LENDER (OR, FOR PURPOSES OF
SECTION 2.14(B), BY ANY LENDING OFFICE OF LENDER OR BY LENDER'S HOLDING COMPANY,