MEANS (I) ANY AGREEMENT (INCLUDING TERMS
AND CONDITIONS INCORPORATED BY REFERENCE THEREIN) WHICH IS A RATE SWAP
AGREEMENT, BASIS SWAP, FORWARD RATE AGREEMENT, COMMODITY SWAP, INTEREST RATE
OPTION, FORWARD FOREIGN EXCHANGE AGREEMENT, SPOT FOREIGN EXCHANGE AGREEMENT,
RATE CAP AGREEMENT, RATE FLOOR AGREEMENT, RATE COLLAR AGREEMENT, CURRENCY SWAP
AGREEMENT, CROSS-CURRENCY RATE SWAP AGREEMENT, CURRENCY OPTION, ANY OTHER
SIMILAR AGREEMENT OR ARRANGEMENT (INCLUDING ANY OPTION TO ENTER INTO ANY OF THE
FOREGOING) DESIGNED TO ALTER THE RISKS OF ANY PERSON ARISING FROM FLUCTUATIONS
IN INTEREST RATES, CURRENCY VALUES OR COMMODITY PRICES, (II) ANY COMBINATION OF
THE FOREGOING, AND (III) A MASTER AGREEMENT FOR ANY OF THE FOREGOING TOGETHER
WITH ALL SUPPLEMENTS, ALL AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE
MODIFIED FROM TIME TO TIME.
(S)
"HEDGING OBLIGATIONS" MEANS ALL EXISTING OR FUTURE PAYMENT
AND OTHER OBLIGATIONS, INCLUDING OBLIGATIONS ARISING FROM EARLY TERMINATION, OF
ANY DEBTOR ARISING UNDER OR IN CONNECTION WITH ANY HEDGING AGREEMENT.
(T)
"INACTIVE DEBTOR" MEANS EACH OF AVA, AVJ, HC AND MDI AND
"INACTIVE DEBTORS" MEANS COLLECTIVELY AVA, AVJ, HC AND MDI; PROVIDED, HOWEVER,
THAT AT ANY TIME THAT ANY OF AVA, AVJ, HC OR MDI IS CONDUCTING MATERIAL
OPERATIONS OR HOLDS MATERIAL ASSETS SUCH DEBTOR SHALL NOT BE AN INACTIVE DEBTOR.
(U)
"INDEBTEDNESS" MEANS (I) ALL INDEBTEDNESS, OBLIGATIONS, AND
LIABILITIES OF ANY DEBTOR TO LENDER OF ANY KIND OR CHARACTER, NOW EXISTING OR
HEREAFTER ARISING, WHETHER DIRECT, INDIRECT, RELATED, UNRELATED, FIXED,
CONTINGENT, LIQUIDATED, UNLIQUIDATED, JOINT, SEVERAL AND IN SOLIDO, OR JOINT AND
SEVERAL AND IN SOLIDO, UNDER THE NOTE, THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, (II) ALL ACCRUED BUT UNPAID INTEREST ON ANY OF THE INDEBTEDNESS
DESCRIBED IN (I) ABOVE, (III) ALL OBLIGATIONS OF OBLIGORS TO LENDER UNDER THE
LOAN DOCUMENTS, (IV) ALL COSTS AND EXPENSES REASONABLY INCURRED BY LENDER IN
CONNECTION WITH THE ENFORCEMENT OF ALL OR ANY PART OF THE INDEBTEDNESS AND
OBLIGATIONS DESCRIBED IN (I), (II) AND (III) ABOVE OR THE PROTECTION OR
PRESERVATION OF, OR REALIZATION UPON, THE COLLATERAL SECURING ALL OR ANY PART OF
SUCH INDEBTEDNESS AND OBLIGATIONS, INCLUDING WITHOUT LIMITATION ALL REASONABLE
ATTORNEYS' FEES AND EXPENSES, AND (V) ALL RENEWALS, EXTENSIONS, MODIFICATIONS
AND REARRANGEMENTS OF THE INDEBTEDNESS AND PAYMENT OBLIGATIONS DESCRIBED IN (I),
(II), (III) AND ABOVE.
(V)
"INTERCOMPANY DEBT" HAS THE MEANING SPECIFIED IN SECTION
8(B)(II).
(W)
"LENDER DEPOSIT ACCOUNT" HAS THE MEANING SPECIFIED IN SECTION
2(H).
(X)
"LICENSES" MEANS THE PATENT, TRADEMARK OR COPYRIGHT LICENSE
AGREEMENTS OF A PERSON AS ANY OF THE SAME MAY FROM TIME TO TIME BE AMENDED OR
SUPPLEMENTED AND THOSE LICENSES WHICH ARE HEREAFTER OBTAINED OR ACQUIRED BY SUCH
PERSON.
(Y)
"LOAN DOCUMENTS" MEANS THIS AGREEMENT, THE NOTE, THE SECURITY
AGREEMENT, THE SUBORDINATION AGREEMENT, AND THE OTHER AGREEMENTS, INSTRUMENTS
AND DOCUMENTS EVIDENCING, SECURING, GOVERNING, GUARANTEEING OR PERTAINING TO THE
LOANS (AS ANY OF THE SAME MAY BE AMENDED, MODIFIED OR RESTATED FROM TIME TO
TIME).
(Z)
"LOANS" MEANS ALL ADVANCES UNDER THE REVOLVING CREDIT
FACILITY AS ESTABLISHED PURSUANT TO THE LOAN DOCUMENTS FROM TIME TO TIME.
(AA)
"MATERIAL ADVERSE EFFECT" MEANS A MATERIAL