IF ANY) WITH ANY REQUEST, GUIDELINE OR DIRECTIVE (WHETHER OR NOT HAVING THE
FORCE OF LAW) OF ANY GOVERNMENTAL AUTHORITY MADE OR ISSUED AFTER THE DATE OF
THIS AGREEMENT.
"CODE" MEANS THE INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM TIME TO TIME.
"COLLATERAL" HAS THE MEANING SET FORTH IN THE SECURITY AGREEMENT.
"COLLATERAL ACCESS AGREEMENT" HAS THE MEANING ASSIGNED TO SUCH TERM IN THE
SECURITY AGREEMENT.
"COLLATERAL DOCUMENTS" MEANS, COLLECTIVELY, THE SECURITY AGREEMENT AND ANY OTHER
DOCUMENTS GRANTING A LIEN UPON THE COLLATERAL AS SECURITY FOR PAYMENT OF THE
SECURED OBLIGATIONS.
"CONTROL" MEANS THE POSSESSION, DIRECTLY OR INDIRECTLY, OF THE POWER TO DIRECT
OR CAUSE THE DIRECTION OF THE MANAGEMENT OR POLICIES OF A PERSON, WHETHER
THROUGH THE ABILITY TO EXERCISE VOTING POWER, BY CONTRACT OR OTHERWISE.
"CONTROLLING" AND "CONTROLLED" HAVE MEANINGS CORRELATIVE THERETO.
"CSV" MEANS, ON EACH DATE OF DETERMINATION, THE SUM OF THE AMOUNTS, AS
DETERMINED FOR EACH ELIGIBLE LIFE INSURANCE POLICY, EQUAL TO (A) THE LESSER OF
(I) THE CASH SURRENDER VALUE OF SUCH ELIGIBLE LIFE INSURANCE POLICY OR (II) THE
MAXIMUM PRINCIPAL AMOUNT OF POLICY LOANS WHICH COULD BE OBTAINED WITH RESPECT TO
SUCH POLICY MINUS (B) IN EITHER CASE, THE OUTSTANDING PRINCIPAL BALANCE OF, AND
ALL ACCRUED INTEREST ON, ALL INDEBTEDNESS INCURRED BY THE BORROWER WITH RESPECT
TO SUCH ELIGIBLE LIFE INSURANCE POLICY.
"CURRENT RATIO" MEANS THE RELATIONSHIP, EXPRESSED AS A NUMERICAL RATIO, BETWEEN:
4
(a)
the amount of all assets which under GAAP
would appear as current assets on the consolidated balance sheet of the Borrower
and its Subsidiaries, excluding prepaid expenses which are not refundable on the
date the determination is made; and
(b)
the amount of all liabilities which under
GAAP would appear as current liabilities on such balance sheet, including all
indebtedness payable on demand or maturing (by reason of specified maturity,
fixed prepayments, sinking funds or accruals of any kind, or otherwise) within
12 months of the relevant statement, including all lease and rental obligations
due in 12 months or less under leases, whether or not Capital Lease Obligations,
including customer's advances and progress billings on contracts, and including
the Revolving Exposure.
"DEFAULT" MEANS ANY EVENT OR CONDITION WHICH CONSTITUTES AN EVENT OF DEFAULT OR
WHICH UPON NOTICE, LAPSE OF TIME OR BOTH WOULD, UNLESS CURED OR WAIVED, BECOME
AN EVENT OF DEFAULT.
"DISCLOSED MATTERS" MEANS THE ACTIONS, SUITS AND PROCEEDINGS AND THE
ENVIRONMENTAL MATTERS DISCLOSED IN SCHEDULE 3.06.
"DOCUMENT" HAS THE MEANING ASSIGNED TO SUCH TERM IN THE SECURITY AGREEMENT.
"DOLLARS" OR "$" REFERS TO LAWFUL MONEY OF THE UNITED STATES OF AMERICA.
"EBITDA" MEANS, FOR ANY PERIOD, NET INCOME FOR SUCH PERIOD PLUS (A) WITHOUT
DUPLICATION AND TO THE EXTENT DEDUCTED IN DETERMINING NET INCOME FOR SUCH
PERIOD, THE SUM OF (I) INTEREST EXPENSE FOR SUCH PERIOD, (II) INCOME TAX EXPENSE
FOR SUCH PERIOD NET OF TAX REFUNDS, (III) ALL AMOUNTS ATTRIBUTABLE TO
DEPRECIATION AND AMORTIZATION EXPENSE FOR SUCH PERIOD, (IV) ANY EXTRAORDINARY
NON-CASH CHARGES FOR SUCH PERIOD, (V) ANY OTHER NON-CASH CHARGES FOR SUCH PERIOD