(II)
"PRO RATA LINE PERCENTAGE" SHALL MEAN, AS TO EACH LENDER, THE
PERCENTAGE SET FORTH NEXT TO SUCH LENDER'S NAME ON SCHEDULE A HERETO WITH
RESPECT TO THE WORKING CAPITAL LINE.
(JJ)
"PRO RATE LINE SHARE" SHALL MEAN, AS TO EACH LENDER, THE AMOUNT
SET FORTH NEXT TO SUCH LENDER'S NAME ON SCHEDULE A HERETO WITH RESPECT TO THE
WORKING CAPITAL LINE.
(KK)
"PROTECTIVE ADVANCES" SHALL MEAN ANY SUMS EXPENDED BY AGENT OR ANY
LENDER IN ITS REASONABLE DISCRETION IN CONNECTION WITH THE PROTECTION OR
PRESERVATION OF THE COLLATERAL, OR ANY OF AGENT'S, ISSUING BANK'S OR LENDERS'
RIGHTS, REMEDIES, POWERS OR PRIORITIES UNDER THE LOAN DOCUMENTS.
(LL)
"REQUIRED LENDERS" SHALL MEAN ALL LENDERS.
(MM)
"SANCTIONED COUNTRY" SHALL MEAN A COUNTRY SUBJECT TO A SANCTIONS
PROGRAM IDENTIFIED ON THE LIST MAINTAINED BY OFAC AND AVAILABLE AT
, OR AS OTHERWISE
PUBLISHED FROM TIME TO TIME.
(NN)
"SANCTIONED PERSON" SHALL MEAN (I) A PERSON NAMED ON THE LIST OF
SPECIALLY DESIGNATED NATIONALS OR BLOCKED PERSONS MAINTAINED BY OFAC AVAILABLE
AT , OR AS OTHERWISE
PUBLISHED FROM TIME TO TIME, OR (II) (A) AN AGENCY OF THE GOVERNMENT OF A
SANCTIONED COUNTRY, (B) AN ORGANIZATION CONTROLLED BY A SANCTIONED COUNTRY, OR
(C) A PERSON RESIDENT IN A SANCTIONED COUNTRY, TO THE EXTENT SUBJECT TO A
SANCTIONS PROGRAM ADMINISTERED BY OFAC.
(OO)
"SEASONAL PERIOD" SHALL MEAN EACH OF THE FOLLOWING PERIODS:
(I) THE PERIOD FROM THE DATE HEREOF THROUGH AND INCLUDING APRIL 30, 2005 AND
(II) THE PERIOD FROM SEPTEMBER 1, 2005 THROUGH AND INCLUDING APRIL 30, 2006;
PROVIDED, HOWEVER, BORROWER MAY, BY WRITTEN REQUEST TO AGENT AT LEAST SEVEN
(7) DAYS PRIOR TO ANY SUCH DATE, DELAY THE START DATE OF A SEASONAL PERIOD OR
ACCELERATE THE TERMINATION DATE OF A SEASONAL PERIOD.
IF BORROWER ACCELERATES
THE TERMINATION DATE OF A SEASONAL PERIOD, A NEW SEASONAL PERIOD SHALL NOT
COMMENCE UNTIL THE SCHEDULED COMMENCEMENT DATE FOR THE NEXT SEASONAL PERIOD, IF
ANY.
41
(PP)
"SPECIFIC DEFAULT" SHALL MEAN (I) THE OCCURRENCE OF AN EVENT OF
DEFAULT UNDER ANY OF SECTIONS 7.1(A), (D), (F), (G), (H), (I), (J), (M) AND
(N) HEREOF, (II) BORROWER'S FAILURE TO COMPLY WITH ANY OF THE FINANCIAL
COVENANTS SET FORTH IN SECTION 6.40 HEREOF OR (III) THE OCCURRENCE OF AN
OUT-OF-FORMULA ADVANCE, IN EACH CASE TO THE EXTENT NOT WAIVED OR CONSENTED TO BY
THE REQUIRED LENDERS.
(QQ)
"TANGIBLE NET WORTH" SHALL MEAN, AT ANYTIME, THE AGGREGATE AMOUNT
BY WHICH ALL ASSETS OF BORROWER EXCLUDING INTANGIBLE ASSETS AND ACCUMULATED
OTHER COMPREHENSIVE INCOME OR LOSS, AS THOSE TERMS WOULD BE DEFINED UNDER GAAP,
EXCEED THE
AGGREGATE AMOUNT OF LIABILITIES OF BORROWER, AS WOULD BE SHOWN ON A BALANCE
SHEET OF BORROWER PREPARED AS OF SUCH DATE IN ACCORDANCE WITH GAAP.
(RR)
"VALUE" SHALL MEAN, WITH RESPECT TO ELIGIBLE INVENTORY, THE LOWER
OF COST OR MARKET VALUE THEREOF, DETERMINED ON AN AVERAGE COST BASIS.
(SS)
"WC TERM LOAN" SHALL MEAN THAT CERTAIN TERM LOAN EXTENDED BY
UNIVEST AND WBNA TO BORROWER AS EVIDENCE BY THAT CERTAIN TERM-OUT NOTE I DATED