duplication, all Liabilities of such
Person, and to the extent not otherwise included in Liabilities, the following:
(A)
ALL OBLIGATIONS FOR MONEY BORROWED OR FOR THE DEFERRED PURCHASE
PRICE OF PROPERTY OR SERVICES,
(B)
ALL OBLIGATIONS (INCLUDING, DURING THE NONCANCELLABLE TERM OF ANY
LEASE IN THE NATURE OF A TITLE RETENTION AGREEMENT, ALL FUTURE PAYMENT
OBLIGATIONS UNDER SUCH LEASE DISCOUNTED TO THEIR PRESENT VALUE IN ACCORDANCE
WITH GAAP) SECURED BY ANY LIEN TO WHICH ANY PROPERTY OR ASSET OWNED OR HELD BY
SUCH PERSON IS SUBJECT, WHETHER OR NOT THE OBLIGATION SECURED THEREBY SHALL HAVE
BEEN ASSUMED BY SUCH PERSON,
(C)
ALL OBLIGATIONS OF OTHER PERSONS WHICH SUCH PERSON HAS GUARANTEED,
INCLUDING, BUT NOT LIMITED TO, ALL OBLIGATIONS OF SUCH PERSON CONSISTING OF
RECOURSE LIABILITY WITH RESPECT TO ACCOUNTS RECEIVABLE SOLD OR OTHERWISE
DISPOSED OF BY SUCH PERSON,
(D)
ALL OBLIGATIONS OF SUCH PERSON IN RESPECT OF INTEREST RATE
PROTECTION AGREEMENTS, AND
(E)
IN THE CASE OF THE BORROWER (WITHOUT DUPLICATION) ALL OBLIGATIONS
IN RESPECT OF THE LOANS.
Interest Payment Date means the first day of each calendar month commencing on
May 1, 2004 and continuing thereafter until the Secured Obligations have been
irrevocably paid in full.
Interest Period means, with respect to each LIBOR Rate Loan, the period
commencing on the date of the making or continuation of or conversion to such
LIBOR Rate Loan and ending one, two, three or six months thereafter, as the
Borrower may elect in the applicable Notice of Borrowing or Notice of Conversion
or Continuation; provided, that:
(I)
ANY INTEREST PERIOD THAT WOULD OTHERWISE END ON A DAY THAT IS NOT
A BUSINESS DAY SHALL, SUBJECT TO THE PROVISIONS OF CLAUSE (III) BELOW, BE
EXTENDED TO THE NEXT SUCCEEDING BUSINESS DAY, UNLESS SUCH BUSINESS DAY FALLS IN
THE NEXT CALENDAR MONTH, IN WHICH CASE SUCH INTEREST PERIOD SHALL END ON THE
IMMEDIATELY PRECEDING BUSINESS DAY;
15
(II)
ANY INTEREST PERIOD THAT BEGINS ON THE LAST BUSINESS DAY OF A
CALENDAR MONTH (OR ON A DAY FOR WHICH THERE IS NO NUMERICALLY CORRESPONDING DAY
IN THE LAST CALENDAR MONTH INCLUDED IN SUCH INTEREST PERIOD) SHALL, SUBJECT TO
CLAUSE (III) BELOW, END ON THE LAST BUSINESS DAY OF A CALENDAR MONTH;
(III)
ANY INTEREST PERIOD THAT WOULD OTHERWISE END AFTER THE
TERMINATION DATE SHALL END ON THE TERMINATION DATE; AND
(IV)
NOTWITHSTANDING CLAUSE (III) ABOVE, NO INTEREST PERIOD SHALL HAVE
A DURATION OF LESS THAN ONE MONTH AND IF ANY APPLICABLE INTEREST PERIOD WOULD BE
FOR A SHORTER PERIOD, SUCH INTEREST PERIOD SHALL NOT BE AVAILABLE HEREUNDER.
Interest Rate Protection Agreement means an interest rate swap, cap or collar
agreement or similar arrangement between the Borrower and a Lender or any
Affiliate of a Lender, acceptable to the Administrative Agent in its reasonable
credit judgment, providing for the transfer or mitigation of interest rate risks
either generally or under specific contingencies.
Interest Rate Protection Reserve means, at any time, the aggregate of the
obligations of the Borrower under all Interest Rate Protection Agreements to