RESPECT TO ANY SPECIFIED PERSON, SUCH PERSON'S
AFFILIATES AND THE RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND
ADVISORS OF SUCH PERSON AND SUCH PERSON'S AFFILIATES.
"REPORT" MEANS REPORTS PREPARED BY LENDER OR ANOTHER PERSON SHOWING THE RESULTS
OF APPRAISALS, FIELD EXAMINATIONS OR AUDITS PERTAINING TO BORROWER'S ASSETS FROM
INFORMATION FURNISHED BY OR ON BEHALF OF BORROWER, AFTER LENDER HAS EXERCISED
ITS RIGHTS OF INSPECTION PURSUANT TO THIS AGREEMENT.
"REQUIREMENT OF LAW":
AS TO ANY PERSON, THE CERTIFICATE OF INCORPORATION AND
BY-LAWS OR OTHER ORGANIZATIONAL OR GOVERNING DOCUMENTS OF SUCH PERSON, AND ANY
LAW, TREATY, RULE OR REGULATION OR DETERMINATION OF AN ARBITRATOR OR A COURT OR
OTHER GOVERNMENTAL AUTHORITY, IN EACH CASE APPLICABLE TO OR BINDING UPON SUCH
PERSON OR ANY OF ITS PROPERTY OR TO WHICH SUCH PERSON OR ANY OF ITS PROPERTY IS
SUBJECT.
"RESERVES" MEANS ANY AND ALL RESERVES WHICH LENDER DEEMS NECESSARY, IN ITS
PERMITTED DISCRETION, TO MAINTAIN (INCLUDING, WITHOUT LIMITATION, AN
AVAILABILITY RESERVE, RESERVES FOR ACCRUED AND UNPAID INTEREST ON THE SECURED
OBLIGATIONS, BANKING SERVICES RESERVES, RESERVES FOR RENT AT LOCATIONS LEASED BY
BORROWER OR ANY SUBSIDIARY AND FOR CONSIGNEE'S, WAREHOUSEMEN'S AND BAILEE'S
CHARGES, RESERVES FOR DILUTION OF ACCOUNTS, RESERVES FOR INVENTORY SHRINKAGE,
RESERVES FOR CUSTOMS CHARGES AND SHIPPING CHARGES RELATED TO ANY INVENTORY IN
TRANSIT, RESERVES FOR SWAP OBLIGATIONS, RESERVES FOR CONTINGENT LIABILITIES OF
BORROWER OR ANY SUBSIDIARY, RESERVES FOR UNINSURED LOSSES OF BORROWER OR ANY
SUBSIDIARY, RESERVES FOR UNINSURED, UNDERINSURED, UN INDEMNIFIED OR UNDER
INDEMNIFIED LIABILITIES OR POTENTIAL LIABILITIES WITH RESPECT TO ANY LITIGATION
AND RESERVES FOR TAXES, FEES, ASSESSMENTS, AND OTHER GOVERNMENTAL CHARGES) WITH
RESPECT TO THE COLLATERAL, BORROWER OR ANY SUBSIDIARY.
"RESTRICTED PAYMENT" MEANS ANY DIVIDEND OR OTHER DISTRIBUTION (WHETHER IN CASH,
SECURITIES OR OTHER PROPERTY) WITH RESPECT TO ANY EQUITY INTERESTS IN BORROWER
OR ANY SUBSIDIARY, OR ANY PAYMENT (WHETHER IN CASH, SECURITIES OR OTHER
PROPERTY), INCLUDING ANY SINKING FUND OR SIMILAR DEPOSIT, ON ACCOUNT OF THE
PURCHASE, REDEMPTION, RETIREMENT, ACQUISITION, CANCELLATION OR TERMINATION OF
ANY SUCH EQUITY INTERESTS IN BORROWER OR ANY OPTION, WARRANT OR OTHER RIGHT TO
ACQUIRE ANY SUCH EQUITY INTERESTS IN BORROWER.
"REVOLVING COMMITMENT" MEANS THE COMMITMENT OF LENDER TO MAKE REVOLVING LOANS
AND ISSUE LETTERS OF CREDIT, AS SUCH COMMITMENT MAY BE REDUCED FROM TIME TO TIME
PURSUANT TO SECTION 2.08.
THE INITIAL AMOUNT OF LENDER'S REVOLVING COMMITMENT
IS $8,000,000.
"REVOLVING EXPOSURE" MEANS, AT ANY TIME, THE SUM OF THE OUTSTANDING PRINCIPAL
AMOUNT OF REVOLVING LOANS AND LC EXPOSURE AT SUCH TIME.
"REVOLVING LOAN" MEANS A LOAN MADE PURSUANT TO SECTION 2.01.
"S&P" MEANS STANDARD & POOR'S RATINGS SERVICES, A DIVISION OF THE MCGRAW HILL
COMPANIES, INC.
"SECURED OBLIGATIONS" MEANS ALL OBLIGATIONS, TOGETHER WITH ALL (I) BANKING
SERVICES OBLIGATIONS AND (II) SWAP OBLIGATIONS OWING TO LENDER OR ITS
AFFILIATES.
19
"SECURITY AGREEMENT" MEANS THAT CERTAIN PLEDGE AND SECURITY AGREEMENT, DATED AS
OF THE DATE HEREOF, BETWEEN BORROWER AND LENDER, AND ANY OTHER PLEDGE OR
SECURITY AGREEMENT ENTERED INTO, AFTER THE DATE OF THIS AGREEMENT BY BORROWER
(AS REQUIRED BY THIS AGREEMENT OR ANY OTHER LOAN