ADVERSE EFFECT ON (I)
THE BUSINESS, ASSETS, PROPERTY, OPERATIONS, OR FINANCIAL CONDITION, OF THE
DEBTORS AND THEIR CONSOLIDATED SUBSIDIARIES, TAKEN AS A WHOLE, (II) THE ABILITY
OF THE OBLIGORS (TAKEN AS A WHOLE) TO PAY THE INDEBTEDNESS, (III) ANY OF THE
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MATERIAL RIGHTS OF OR MATERIAL BENEFITS AVAILABLE TO LENDER UNDER THE LOAN
DOCUMENTS, OR (IV) THE VALIDITY OR ENFORCEABILITY OF THE LOAN DOCUMENTS.
(BB)
"NOTE" MEANS, COLLECTIVELY, ANY PROMISSORY NOTE EVIDENCING ALL OR
PART OF THE INDEBTEDNESS FROM TIME TO TIME (AS ANY SUCH NOTE MAY BE AMENDED,
MODIFIED OR RESTATED FROM TIME TO TIME), INCLUDING BUT NOT LIMITED TO THAT
CERTAIN PROMISSORY NOTE DATED AS OF DECEMBER 28, 2007, EXECUTED BY OMC IN FAVOR
OF LENDER, IN THE ORIGINAL PRINCIPAL AMOUNT OF $1,000,000.00, AS AMENDED,
MODIFIED, AND RESTATED FROM TIME TO TIME, AND AS AMENDED AND RESTATED BY THAT
CERTAIN AMENDED AND RESTATED PROMISSORY NOTE OF EVEN DATE HEREWITH IN THE
ORIGINAL PRINCIPAL AMOUNT OF $2,000,000.00 EXECUTED BY EACH DEBTOR IN FAVOR OF
LENDER (AS SUCH AMENDED AND RESTATED PROMISSORY NOTE MAY BE AMENDED, MODIFIED OR
RESTATED FROM TIME TO TIME).
(CC)
"OBLIGORS" MEANS EACH DEBTOR OR ANY OTHER PERSON WHO GUARANTEED
OR IS OTHERWISE OBLIGATED TO PAY OR PERFORM ALL OR ANY PORTION OF INDEBTEDNESS.
(DD)
"PERMITTED ENCUMBRANCES" MEANS THE FOLLOWING ENCUMBRANCES: (I)
LIENS CREATED BY OR PURSUANT TO THE LOAN DOCUMENTS; (II) LIENS IN EXISTENCE AS
OF THE DATE HEREOF WHICH ARE LISTED, AND THE PROPERTY SUBJECT THERETO DESCRIBED,
ON SCHEDULE 1(BB); AND (III) LIENS INCURRED PURSUANT TO THE REFUNDING,
REFINANCING, REPLACEMENT, RENEWAL, RESTRUCTURING OR EXTENSION OF ANY OTHER LIEN
PERMITTED UNDER THIS DEFINITION THAT DO NOT INCREASE THE OUTSTANDING PRINCIPAL
AMOUNT SECURED THEREBY. FOR THE AVOIDANCE OF DOUBT, THE TERM "LIEN" AS USED
HEREIN SHALL MEAN AND INCLUDE ANY LIEN, SECURITY INTEREST, PLEDGE, OR OTHER
ENCUMBRANCE.
(EE)
"PERSON" MEANS ANY INDIVIDUAL, CORPORATION, LIMITED LIABILITY
COMPANY,
BUSINESS TRUST, ASSOCIATION, COMPANY, PARTNERSHIP, JOINT VENTURE,
GOVERNMENTAL AUTHORITY, OR OTHER ENTITY, INCLUDING WITHOUT LIMITATION, EACH OF
THE DEBTORS AND OBLIGORS, AND SHALL ALSO INCLUDE SUCH PERSON'S HEIRS,
ADMINISTRATORS, PERSONAL REPRESENTATIVES, EXECUTORS, SUCCESSORS AND ASSIGNS.
(FF)
"PROPERTY" OF A PERSON MEANS ANY AND ALL PROPERTY, WHETHER
REAL, PERSONAL, TANGIBLE, INTANGIBLE OR MIXED, OF SUCH PERSON, OR ANY OTHER
ASSETS OWNED, OPERATED OR LEASED BY SUCH PERSON, AND IN THE CASE OF THE DEBTORS
INCLUDES THE COLLATERAL.
(GG)
"SECURITY AGREEMENT" MEANS THAT CERTAIN AMENDED AND RESTATED
SECURITY AGREEMENT DATED AS OF EVEN DATE HEREOF BY AND AMONG LENDER, OMC, ICI,
EDN, OSM, AVA, AVJ, HC AND MDI (AS ANY OF THE SAME MAY BE AMENDED, MODIFIED OR
RESTATED FROM TIME TO TIME) WHICH AMENDS AND RESTATES BOTH (A) THAT CERTAIN
SECURITY AGREEMENT DATED DECEMBER 28, 2007 BY AND BETWEEN OMC AND LENDER AND (B)
THAT CERTAIN JOINDER TO SECURITY AGREEMENT DATED MAY 5, 2011 BY AND AMONG
LENDER, ICI, EDN, OSM, AVA, AVJ, HC AND MDI.
(HH)
"SUBORDINATION AGREEMENT" MEANS THAT CERTAIN SUBORDINATION
AGREEMENT DATED AS OF DECEMBER 27, 2011 BY AND AMONG OMC, LENDER AND ROCKRIDGE