IN THE ORDINARY COURSE OF BUSINESS), (F) ALL INDEBTEDNESS OF
OTHERS SECURED BY (OR FOR WHICH THE HOLDER OF SUCH INDEBTEDNESS HAS AN EXISTING
RIGHT, CONTINGENT OR OTHERWISE, TO BE SECURED BY) ANY LIEN ON PROPERTY OWNED OR
ACQUIRED BY SUCH PERSON, WHETHER OR NOT THE INDEBTEDNESS SECURED THEREBY HAS
BEEN ASSUMED, (G) ALL GUARANTEES BY SUCH PERSON OF INDEBTEDNESS OF OTHERS,
(H) ALL CAPITAL LEASE OBLIGATIONS OF SUCH PERSON, (I) ALL OBLIGATIONS,
CONTINGENT OR OTHERWISE, OF SUCH PERSON AS AN ACCOUNT PARTY IN RESPECT OF
LETTERS OF CREDIT AND LETTERS OF GUARANTY, (J) ALL OBLIGATIONS, CONTINGENT OR
OTHERWISE, OF SUCH PERSON IN RESPECT OF BANKERS' ACCEPTANCES, (K) OBLIGATIONS
UNDER ANY
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LIQUIDATED EARN-OUT AND (L) OBLIGATIONS OF SUCH PERSON TO PURCHASE SECURITIES OR
OTHER PROPERTY ARISING OUT OF OR IN CONNECTION WITH THE SALE OF THE SAME OR
SUBSTANTIALLY SIMILAR SECURITIES OR PROPERTY OR ANY OTHER OFF-BALANCE SHEET
LIABILITY.
THE INDEBTEDNESS OF ANY PERSON SHALL INCLUDE THE INDEBTEDNESS OF ANY
OTHER ENTITY (INCLUDING ANY PARTNERSHIP IN WHICH SUCH PERSON IS A GENERAL
PARTNER) TO THE EXTENT SUCH PERSON IS LIABLE THEREFOR AS A RESULT OF SUCH
PERSON'S OWNERSHIP INTEREST IN OR OTHER RELATIONSHIP WITH SUCH ENTITY, EXCEPT TO
THE EXTENT THE TERMS OF SUCH INDEBTEDNESS PROVIDE THAT SUCH PERSON IS NOT LIABLE
THEREFOR.
"INDEMNIFIED TAXES" MEANS TAXES OTHER THAN EXCLUDED TAXES.
"INTEREST ELECTION REQUEST" MEANS A REQUEST BY BORROWER TO CONVERT OR CONTINUE A
REVOLVING BORROWING IN ACCORDANCE WITH SECTION 2.07.
"INTEREST EXPENSE" MEANS, WITH REFERENCE TO ANY PERIOD, THE INTEREST EXPENSE
(INCLUDING THAT ATTRIBUTABLE TO CAPITAL LEASE OBLIGATIONS) OF BORROWER AND ITS
SUBSIDIARIES FOR SUCH PERIOD WITH RESPECT TO ALL OUTSTANDING INDEBTEDNESS OF
BORROWER AND ITS SUBSIDIARIES (INCLUDING ALL COMMISSIONS, DISCOUNTS AND OTHER
FEES AND CHARGES OWED WITH RESPECT TO LETTERS OF CREDIT AND BANKERS' ACCEPTANCE
FINANCING AND NET COSTS UNDER SWAP AGREEMENTS IN RESPECT OF INTEREST RATES TO
THE EXTENT SUCH NET COSTS ARE ALLOCABLE TO SUCH PERIOD IN ACCORDANCE WITH GAAP),
CALCULATED ON A CONSOLIDATED BASIS FOR BORROWER AND ITS SUBSIDIARIES FOR SUCH
PERIOD IN ACCORDANCE WITH GAAP.
"INTEREST PAYMENT DATE" MEANS (A) WITH RESPECT TO ANY CB FLOATING RATE LOAN, THE
FIRST BUSINESS DAY OF EACH CALENDAR MONTH AND THE MATURITY DATE, (B) WITH
RESPECT TO ANY EURODOLLAR LOAN, THE LAST DAY OF THE INTEREST PERIOD APPLICABLE
TO THE BORROWING OF WHICH SUCH LOAN IS A PART AND, IN THE CASE OF A EURODOLLAR
BORROWING WITH AN INTEREST PERIOD OF MORE THAN THREE MONTHS' DURATION, EACH DAY
PRIOR TO THE LAST DAY OF SUCH INTEREST PERIOD THAT OCCURS AT INTERVALS OF THREE
MONTHS' DURATION AFTER THE FIRST DAY OF SUCH INTEREST PERIOD, AND (C) THE
MATURITY DATE.
"INTEREST PERIOD" MEANS (A) WITH RESPECT TO ANY EURODOLLAR BORROWING, THE PERIOD
COMMENCING ON THE DATE OF SUCH BORROWING AND ENDING ON THE NUMERICALLY
CORRESPONDING DAY IN THE CALENDAR MONTH THAT IS ONE, TWO OR THREE MONTHS
THEREAFTER, AS BORROWER MAY ELECT; PROVIDED, THAT (I) IF ANY INTEREST PERIOD
WOULD END ON A DAY OTHER THAN A