AMOUNT IS A NEW
ADVANCE, A CONVERSION FROM ANOTHER INTEREST RATE OR A RENEWAL OF ANOTHER
INTEREST RATE.
(TT)
"LIBOR RATE RESERVE PERCENTAGE" FOR ANY DAY
SHALL MEAN THE PERCENTAGE (ROUNDED UPWARD TO THE NEAREST 1/100 OF 1%), AS
DETERMINED IN GOOD FAITH BY BANK (WHICH DETERMINATION SHALL BE CONCLUSIVE) AS
REPRESENTING FOR SUCH DAY THE MAXIMUM EFFECTIVE RESERVE REQUIREMENT (INCLUDING
WITHOUT LIMITATION SUPPLEMENTAL, MARGINAL AND EMERGENCY REQUIREMENTS) FOR MEMBER
BANKS OF THE FEDERAL RESERVE SYSTEM WITH RESPECT TO EUROCURRENCY FUNDING
(CURRENTLY REFERRED TO AS "EUROCURRENCY LIABILITIES") OF ANY MATURITY.
EACH
LIBOR BASED RATE SHALL BE ADJUSTED AUTOMATICALLY AS OF THE EFFECTIVE DATE OF ANY
CHANGE IN THE LIBOR RATE RESERVE PERCENTAGE.
(UU)
"LINE" SHALL HAVE THE MEANING GIVEN SUCH TERM IN
SECTION 2.1 HEREOF.
(VV)
"LINE ADVANCES" SHALL MEAN ALL ADVANCES UNDER THE
LINE.
(WW)
"LINE NOTE" SHALL HAVE THE MEANING GIVEN SUCH TERM IN
SECTION 2.1 HEREOF.
(XX)
"LOAN ACCOUNT" HAS THE MEANING GIVEN SUCH TERM
IN SECTION 4.11 HEREOF.
(YY)
"LOAN DOCUMENTS" MEANS THIS AGREEMENT, THE NOTES,
THE SURETY AGREEMENTS, THE SUBORDINATION AGREEMENTS, ALL HEDGING AGREEMENTS AND
ALL OTHER DOCUMENTS, EXECUTED OR DELIVERED BY ANY BORROWER OR ANY OTHER PERSON
PURSUANT TO THIS AGREEMENT OR IN CONNECTION HEREWITH, AS THEY MAY BE AMENDED,
MODIFIED OR RESTATED FROM TIME TO TIME.
(ZZ)
"LOANS" MEANS, COLLECTIVELY, THE LINE AND THE
TERM LOAN.
(AAA)
"MATERIAL ADVERSE EFFECT" MEANS A MATERIAL ADVERSE
EFFECT, AS DETERMINED BY BANK IN ITS SOLE DISCRETION (I) ON THE BUSINESS,
OPERATIONS, ASSETS, MANAGEMENT, LIABILITIES OR CONDITION OF ANY BORROWER OR ANY
GUARANTOR, (II) IN THE VALUE OF OR THE PERFECTION OR PRIORITY OF BANK'S LIEN
UPON THE COLLATERAL, OR (III) IN THE ABILITY OF ANY BORROWER OR ANY GUARANTOR TO
PERFORM ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS
(BBB)
"MAXIMUM LINE AMOUNT" MEANS AN AMOUNT UP TO EIGHT
MILLION DOLLARS ($8,000,000.00).
(CCC)
"NET INCOME" MEANS INCOME (OR LOSS) OF BORROWERS
AFTER INCOME AND FRANCHISE TAXES AND SHALL HAVE THE MEANING GIVEN SUCH TERM BY
GAAP, PROVIDED THAT THERE SHALL BE SPECIFICALLY EXCLUDED THEREFROM (I) GAINS OR
LOSSES FROM THE SALE OF CAPITAL ASSETS, (II) NET INCOME OF
ANY PERSON IN WHICH ANY BORROWER HAS AN OWNERSHIP INTEREST, UNLESS RECEIVED BY
SUCH BORROWER IN A CASH DISTRIBUTION, AND (III) ANY GAINS ARISING FROM
EXTRAORDINARY ITEMS, ALL AS DETERMINED IN ACCORDANCE WITH GAAP ON A CONSOLIDATED
BASIS.
(DDD)
"NOTES" MEANS, COLLECTIVELY, THE LINE NOTE.
(EEE)
"OFAC" SHALL MEAN THE U.S. DEPARTMENT OF THE
TREASURY'S OFFICE OF FOREIGN ASSETS CONTROL.
(FFF)
"OUT-OF-FORMULA ADVANCE" MEANS THE AMOUNT BY
WHICH (A) THE SUM OF (I) THE THEN OUTSTANDING LINE ADVANCES, PLUS (II) THE FACE
AMOUNT OF ALL OUTSTANDING LETTERS OF CREDIT EXCEEDS (B) THE BORROWING BASE
AMOUNT, SUBJECT TO SUCH RESTRICTIONS ON ADVANCES AS ARE SET FORTH IN THIS
AGREEMENT.
(GGG)
"PBGC" HAS THE MEANING GIVEN SUCH TERM IN SECTION 6.16
BELOW.
(HHH)
"PERMITTED PROCESSOR LOCATION" MEANS (A) 750 ENSMINGER
ROAD, SUITE 106, TONAWANDA, NEW YORK 14150 (OCCUPIED BY POWER-UP MANUFACTURING,
INC.) AND (B) 140 CONSTITUTION
BLVD. FRANKLIN, MA (OCCUPIED BY