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600 | 12 . 3 Time of Essence . | <response> 12 . 3 Time of Essence . </response> |
601 | Time is of the essence for the performance of all Obligations in this Agreement . | <response> Time is of the essence for the performance of all Obligations in this Agreement . </response> |
602 | 12 . 4 Severability of Provisions . | <response> 12 . 4 Severability of Provisions . </response> |
603 | Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision . | <response> Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision . </response> |
604 | 12 . 5 Amendments in Writing ; Integration . | <response> 12 . 5 Amendments in Writing ; Integration . </response> |
605 | All amendments to this Agreement must be in writing signed by Agent , Lenders and Borrower . | <response> All amendments to this Agreement must be in writing signed by Agent , Lenders and <person>Borrower</person> . </response> |
606 | This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements . | <response> This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements . </response> |
607 | All prior agreements , understandings , representations , warranties , and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents . | <response> All prior agreements , understandings , representations , warranties , and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents . </response> |
608 | 12 . 6 Counterparts . | <response> 12 . 6 Counterparts . </response> |
609 | This Agreement may be executed in any number of counterparts and by different parties on separate counterparts , each of which , when executed and delivered , is an original , and all taken together , constitute one Agreement . | <response> This Agreement may be executed in any number of counterparts and by different parties on separate counterparts , each of which , when executed and delivered , is an original , and all taken together , constitute one Agreement . </response> |
610 | 12 . 7 Survival . | <response> 12 . 7 Survival . </response> |
611 | All covenants , representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its terms and all Obligations ( other than inchoate indemnity obligations and any other obligations which , by their terms , are to survive the termination of this Agreement ) have been satisfied . | <response> All covenants , representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its terms and all Obligations ( other than inchoate indemnity obligations and any other obligations which , by their terms , are to survive the termination of this Agreement ) have been satisfied . </response> |
612 | The obligation of Borrower in Section 12 . 2 to indemnify each Lender and Agent shall survive until the statute of limitations with respect to such claim or cause of action shall have run . | <response> The obligation of <person>Borrower</person> in Section 12 . 2 to indemnify each <person>Lender</person> and Agent shall survive until the statute of limitations with respect to such claim or cause of action shall have run . </response> |
613 | - 14 - 12 . 8 Confidentiality . | <response> - 14 - 12 . 8 Confidentiality . </response> |
614 | In handling any confidential information of Borrower , Agent and Lenders shall exercise the same degree of care that they exercise for their own proprietary information , but disclosure of information may be made : ( a ) to Agent ' s and Lenders ' Subsidiaries or Affiliates ( provided that such Subsidiaries or Affiliates shall abide by the terms of this provision ); ( b ) to prospective transferees or purchasers of any interest in the Credit Extensions ( provided , however , Agent and Lenders shall use commercially reasonable efforts to obtain such prospective transferee ' s or purchaser ' s agreement to the terms of this provision ); ( c ) as required by law , regulation , subpoena , or other order ; ( d ) to Agent ' s and Lenders ' regulators or as otherwise required in connection with Agent ' s and Lenders ' examination or audit ; and ( e ) as Agent considers appropriate in exercising remedies under this Agreement . | <response> In handling any confidential information of <person>Borrower</person> , Agent and Lenders shall exercise the same degree of care that they exercise for their own proprietary information , but disclosure of information may be made : ( a ) to Agent ' s and Lenders ' Subsidiaries or Affiliates ( provided that such Subsidiaries or Affiliates shall abide by the terms of this provision ); ( b ) to prospective transferees or purchasers of any interest in the Credit Extensions ( provided , however , Agent and Lenders shall use commercially reasonable efforts to obtain such prospective transferee ' s or purchaser ' s agreement to the terms of this provision ); ( c ) as required by law , regulation , subpoena , or other order ; ( d ) to Agent ' s and Lenders ' regulators or as otherwise required in connection with Agent ' s and Lenders ' examination or audit ; and ( e ) as Agent considers appropriate in exercising remedies under this Agreement . </response> |
615 | Confidential information does not include information that either : ( i ) is in the public domain or in Agent ' s and / or Lenders ' possession when disclosed to Agent and / or Lenders , or becomes part of the public domain after disclosure to Agent and / or Lenders , through no fault of Agent or Lenders ; or ( ii ) is disclosed to Agent and / or Lenders by a third party , if Agent and / or Lenders does not know that the third party is prohibited from disclosing the information . | <response> Confidential information does not include information that either : ( i ) is in the public domain or in Agent ' s and / or Lenders ' possession when disclosed to Agent and / or Lenders , or becomes part of the public domain after disclosure to Agent and / or Lenders , through no fault of Agent or Lenders ; or ( ii ) is disclosed to Agent and / or Lenders by a third party , if Agent and / or Lenders does not know that the third party is prohibited from disclosing the information . </response> |
616 | 12 . 9 Right of Set Off . | <response> 12 . 9 Right of Set Off . </response> |
617 | Borrower hereby grants to Agent for the ratable benefit of Lenders , and to each Lender , a lien , security interest and right of set off as security for all Obligations to Agent and each Lender , whether now existing or hereafter arising upon and against all deposits , credits , collateral and property , now or hereafter in the possession , custody , safekeeping or control of Agent or any entity under the control of Agent ( including an Agent subsidiary ) or in transit to any of them . | <response> <person>Borrower</person> hereby grants to Agent for the ratable benefit of Lenders , and to each <person>Lender</person> , a lien , security interest and right of set off as security for all Obligations to Agent and each <person>Lender</person> , whether now existing or hereafter arising upon and against all deposits , credits , collateral and property , now or hereafter in the possession , custody , safekeeping or control of Agent or any entity under the control of Agent ( including an Agent subsidiary ) or in transit to any of them . </response> |
618 | At any time after the occurrence and during the continuance of an Event of Default , without demand or notice , Agent or Lenders , as appropriate , may set off the same or any part thereof and apply the same to any liability or obligation of Borrower even though unmatured and regardless of the adequacy of any other collateral securing the Obligations . | <response> At any time after the occurrence and during the continuance of an Event of Default , without demand or notice , Agent or Lenders , as appropriate , may set off the same or any part thereof and apply the same to any liability or obligation of <person>Borrower</person> even though unmatured and regardless of the adequacy of any other collateral securing the Obligations . </response> |
619 | ANY AND ALL RIGHTS TO REQUIRE AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS , PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS , CREDITS OR OTHER PROPERTY OF BORROWER ARE HEREBY KNOWINGLY , VOLUNTARILY AND IRREVOCABLY WAIVED . | <response> ANY AND ALL RIGHTS TO REQUIRE AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS , PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS , CREDITS OR OTHER PROPERTY OF <person>BORROWER</person> ARE HEREBY KNOWINGLY , VOLUNTARILY AND IRREVOCABLY WAIVED . </response> |
620 | 13 DEFINITIONS 13 . 1 Definitions . | <response> 13 DEFINITIONS 13 . 1 Definitions . </response> |
621 | As used in this Agreement , the following terms have the following meanings : " Account " is any " account " as defined in the Code with such additions to such term as may hereafter be made , and includes , without limitation , all accounts receivable and other sums owing to Borrower . | <response> As used in this Agreement , the following terms have the following meanings : " Account " is any " account " as defined in the Code with such additions to such term as may hereafter be made , and includes , without limitation , all accounts receivable and other sums owing to <person>Borrower</person> . </response> |
622 | " Account Debtor " is any " account debtor " as defined in the Code with such additions to such term as may hereafter be made . | <response> " Account Debtor " is any " account debtor " as defined in the Code with such additions to such term as may hereafter be made . </response> |
623 | " Affiliate " of any Person is a Person that owns or controls directly or indirectly the Person , any Person that controls or is controlled by or is under common control with the Person , and each of that Person ' s senior executive officers , directors , partners and , for any Person that is a limited liability company , that Person ' s managers and members . | <response> " Affiliate " of any Person is a Person that owns or controls directly or indirectly the Person , any Person that controls or is controlled by or is under common control with the Person , and each of that Person ' s senior executive officers , directors , partners and , for any Person that is a limited liability company , that Person ' s managers and members . </response> |
624 | " Agent " means , SVB , not in its individual capacity , but solely in its capacity as agent on behalf of and for the benefit of the Lenders . | <response> " Agent " means , SVB , not in its individual capacity , but solely in its capacity as agent on behalf of and for the benefit of the Lenders . </response> |
625 | " Agreement " is defined in the preamble hereof . | <response> " Agreement " is defined in the preamble hereof . </response> |
626 | " Amortization Date " shall mean , for each Term Loan , the earlier of ( i ) the first Payment Date following the date which is six ( 6 ) months from the Funding Date of such Term Loan , or ( ii ) April 1 , 2009 . | <response> " Amortization Date " shall mean , for each Term Loan , the earlier of ( i ) the first Payment Date following the date which is six ( 6 ) months from the Funding Date of such Term Loan , or ( ii ) April 1 , 2009 . </response> |
627 | " Amortization Schedule " as to each Term Loan , is a period of time equal to : ( a ) beginning on the applicable Amortization Date and for the following eleven ( 11 ) months , an amortization schedule of forty - eight ( 48 ) consecutive months ; ( b ) beginning on the first anniversary of the applicable Amortization Date and for the following eleven ( 11 ) months , an amortization schedule of thirty - six ( 36 ) consecutive months ; and | <response> " Amortization Schedule " as to each Term Loan , is a period of time equal to : ( a ) beginning on the applicable Amortization Date and for the following eleven ( 11 ) months , an amortization schedule of forty - eight ( 48 ) consecutive months ; ( b ) beginning on the first anniversary of the applicable Amortization Date and for the following eleven ( 11 ) months , an amortization schedule of thirty - six ( 36 ) consecutive months ; and </response> |
628 | - 15 - ( c ) beginning on the second anniversary of the applicable Amortization Date through the applicable Maturity Date , an amortization schedule of twenty - four ( 24 ) consecutive months . | <response> - 15 - ( c ) beginning on the second anniversary of the applicable Amortization Date through the applicable Maturity Date , an amortization schedule of twenty - four ( 24 ) consecutive months . </response> |
629 | " Board " means Borrower ' s board of directors . | <response> " Board " means <person>Borrower</person> ' s board of directors . </response> |
630 | " Borrower " is defined in the preamble hereof . | <response> " <person>Borrower</person> " is defined in the preamble hereof . </response> |
631 | " Borrower ' s Books " are all Borrower ' s books and records including ledgers , federal and state tax returns , records regarding Borrower ' s assets or liabilities , the Collateral , business operations or financial condition , and all computer programs or storage or any equipment containing such information . | <response> " <person>Borrower</person> ' s Books " are all <person>Borrower</person> ' s books and records including ledgers , federal and state tax returns , records regarding <person>Borrower</person> ' s assets or liabilities , the Collateral , business operations or financial condition , and all computer programs or storage or any equipment containing such information . </response> |
632 | " Borrowing Resolutions " are , with respect to any Person , those resolutions adopted by such Person ' s Board of Directors and delivered by such Person to Agent approving the Loan Documents to which such Person is a party and the transactions contemplated thereby , together with a certificate executed by its secretary on behalf of such Person certifying that ( a ) such Person has the authority to execute , deliver , and perform its obligations under each of the Loan Documents to which it is a party , ( b ) that attached as Exhibit A to such certificate is a true , correct , and complete copy of the resolutions then in full force and effect authorizing and ratifying the execution , delivery , and performance by such Person of the Loan Documents to which it is a party , ( c ) the name ( s ) of the Person ( s ) authorized to execute the Loan Documents on behalf of such Person , together with a sample of the true signature ( s ) of such Person ( s ), and ( d ) that Agent and Lenders may conclusively rely on such certificate unless and until such Person shall have delivered to Agent a further certificate canceling or amending such prior certificate . | <response> " Borrowing Resolutions " are , with respect to any Person , those resolutions adopted by such Person ' s Board of Directors and delivered by such Person to Agent approving the Loan Documents to which such Person is a party and the transactions contemplated thereby , together with a certificate executed by its secretary on behalf of such Person certifying that ( a ) such Person has the authority to execute , deliver , and perform its obligations under each of the Loan Documents to which it is a party , ( b ) that attached as Exhibit A to such certificate is a true , correct , and complete copy of the resolutions then in full force and effect authorizing and ratifying the execution , delivery , and performance by such Person of the Loan Documents to which it is a party , ( c ) the name ( s ) of the Person ( s ) authorized to execute the Loan Documents on behalf of such Person , together with a sample of the true signature ( s ) of such Person ( s ), and ( d ) that Agent and Lenders may conclusively rely on such certificate unless and until such Person shall have delivered to Agent a further certificate canceling or amending such prior certificate . </response> |
633 | " Business Day " is any day that is not a Saturday , Sunday or a day on which Agent is closed . | <response> " Business Day " is any day that is not a Saturday , Sunday or a day on which Agent is closed . </response> |
634 | " Cash Equivalents " are ( a ) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one ( 1 ) year from the date of acquisition ; ( b ) commercial paper maturing no more than one ( 1 ) year after its creation and having the highest rating from either Standard & Poor ' s Ratings Group or Moody ' s Investors Service , Inc ., and ( c ) Agent ' s certificates of deposit issued maturing no more than one ( 1 ) year after issue . | <response> " Cash Equivalents " are ( a ) marketable direct obligations issued or unconditionally guaranteed by the <location>United States</location> or any agency or any State thereof having maturities of not more than one ( 1 ) year from the date of acquisition ; ( b ) commercial paper maturing no more than one ( 1 ) year after its creation and having the highest rating from either Standard & Poor ' s Ratings Group or Moody ' s Investors Service , Inc ., and ( c ) Agent ' s certificates of deposit issued maturing no more than one ( 1 ) year after issue . </response> |
635 | " Claims " are defined in Section 12 . 2 . | <response> " Claims " are defined in Section 12 . 2 . </response> |
636 | " Code " is the Uniform Commercial Code , as the same may , from time to time , be enacted and in effect in the Commonwealth of Massachusetts ; provided , that , to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code , the definition of such term contained in Article or Division 9 shall govern ; provided further , that in the event that , by reason of mandatory provisions of law , any or all of the attachment , perfection , or priority of , or remedies with respect to , Agent ' s and Lenders ' Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the Commonwealth of Massachusetts , the term " Code " shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes on the provisions thereof relating to such attachment , perfection , priority , or remedies and for purposes of definitions relating to such provisions . | <response> " Code " is the Uniform Commercial Code , as the same may , from time to time , be enacted and in effect in the <location>Commonwealth of Massachusetts</location> ; provided , that , to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code , the definition of such term contained in Article or Division 9 shall govern ; provided further , that in the event that , by reason of mandatory provisions of law , any or all of the attachment , perfection , or priority of , or remedies with respect to , Agent ' s and Lenders ' Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the <location>Commonwealth of Massachusetts</location> , the term " Code " shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes on the provisions thereof relating to such attachment , perfection , priority , or remedies and for purposes of definitions relating to such provisions . </response> |
637 | " Collateral " is any and all properties , rights and assets of Borrower described on Exhibit A . | <response> " Collateral " is any and all properties , rights and assets of <person>Borrower</person> described on Exhibit A . </response> |
638 | " Collateral Account " is any Deposit Account , Securities Account , or Commodity Account . | <response> " Collateral Account " is any Deposit Account , Securities Account , or Commodity Account . </response> |
639 | " Commitment " is the outstanding amount of Obligations based on each Lender ' s Commitment Percentage . | <response> " Commitment " is the outstanding amount of Obligations based on each <person>Lender</person> ' s Commitment Percentage . </response> |
640 | " Commitment Percentage " is set forth in Schedule 1 . 1 , as amended from time to time . | <response> " Commitment Percentage " is set forth in Schedule 1 . 1 , as amended from time to time . </response> |
641 | " Commitment Termination Date " is March 31 , 2009 . | <response> " Commitment Termination Date " is March 31 , 2009 . </response> |
642 | " Commodity Account " is any " commodity account " as defined in the Code with such additions to such term as may hereafter be made . | <response> " Commodity Account " is any " commodity account " as defined in the Code with such additions to such term as may hereafter be made . </response> |
643 | " Communication " is defined in Section 10 . | <response> " Communication " is defined in Section 10 . </response> |
644 | " Contingent Obligation " is , for any Person , any direct or indirect liability , contingent or not , of that Person for ( a ) any indebtedness , lease , dividend , letter of credit or other obligation of another such as an obligation directly or indirectly guaranteed , endorsed , co - made , discounted or sold with recourse by that Person , or for which | <response> " Contingent Obligation " is , for any Person , any direct or indirect liability , contingent or not , of that Person for ( a ) any indebtedness , lease , dividend , letter of credit or other obligation of another such as an obligation directly or indirectly guaranteed , endorsed , co - made , discounted or sold with recourse by that Person , or for which </response> |
645 | - 16 - that Person is directly or indirectly liable ; ( b ) any obligations for undrawn letters of credit for the account of that Person ; and ( c ) all obligations from any interest rate , currency or commodity swap agreement , interest rate cap or collar agreement , or other agreement or arrangement designated to protect a Person against fluctuation in interest rates , currency exchange rates or commodity prices ; but " Contingent Obligation " does not include endorsements in the ordinary course of business . | <response> - 16 - that Person is directly or indirectly liable ; ( b ) any obligations for undrawn letters of credit for the account of that Person ; and ( c ) all obligations from any interest rate , currency or commodity swap agreement , interest rate cap or collar agreement , or other agreement or arrangement designated to protect a Person against fluctuation in interest rates , currency exchange rates or commodity prices ; but " Contingent Obligation " does not include endorsements in the ordinary course of business . </response> |
646 | The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or , if not determinable , the maximum reasonably anticipated liability for it determined by the Person in good faith ; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement . | <response> The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or , if not determinable , the maximum reasonably anticipated liability for it determined by the Person in good faith ; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement . </response> |
647 | " Control Agreement " is any control agreement entered into among the depository institution at which Borrower maintains a Deposit Account or the securities intermediary or commodity intermediary at which Borrower maintains a Securities Account or a Commodity Account , Borrower , and Agent pursuant to which Agent obtains control for the benefit of Lenders ( within the meaning of the Code ) over such Deposit Account , Securities Account , or Commodity Account . | <response> " Control Agreement " is any control agreement entered into among the depository institution at which <person>Borrower</person> maintains a Deposit Account or the securities intermediary or commodity intermediary at which <person>Borrower</person> maintains a Securities Account or a Commodity Account , <person>Borrower</person> , and Agent pursuant to which Agent obtains control for the benefit of Lenders ( within the meaning of the Code ) over such Deposit Account , Securities Account , or Commodity Account . </response> |
648 | " Credit Extension " is any Term Loan , or any other extension of credit by Lenders for Borrower ' s benefit . | <response> " Credit Extension " is any Term Loan , or any other extension of credit by Lenders for <person>Borrower</person> ' s benefit . </response> |
649 | " Default " is any event which with notice or passage of time or both , would constitute an Event of Default . | <response> " Default " is any event which with notice or passage of time or both , would constitute an Event of Default . </response> |
650 | " Default Rate " is defined in Section 2 . 2 ( b ). | <response> " Default Rate " is defined in Section 2 . 2 ( b ). </response> |
651 | " Deposit Account " is any " deposit account " as defined in the Code with such additions to such term as may hereafter be made . | <response> " Deposit Account " is any " deposit account " as defined in the Code with such additions to such term as may hereafter be made . </response> |
652 | " Designated Deposit Account " is Borrower ' s deposit account , account number maintained with Agent . | <response> " Designated Deposit Account " is <person>Borrower</person> ' s deposit account , account number maintained with Agent . </response> |
653 | " Dollars ," " dollars " and "$" each mean lawful money of the United States . | <response> " Dollars ," " dollars " and "$" each mean lawful money of the <location>United States</location> . </response> |
654 | " Effective Date " is defined in the preamble of this Agreement . | <response> " Effective Date " is defined in the preamble of this Agreement . </response> |
655 | " Equipment " is all " equipment " as defined in the Code with such additions to such term as may hereafter be made , and includes without limitation all machinery , fixtures , goods , vehicles ( including motor vehicles and trailers ), and any interest in any of the foregoing . | <response> " Equipment " is all " equipment " as defined in the Code with such additions to such term as may hereafter be made , and includes without limitation all machinery , fixtures , goods , vehicles ( including motor vehicles and trailers ), and any interest in any of the foregoing . </response> |
656 | " ERISA " is the Employee Retirement Income Security Act of 1974 , and its regulations . | <response> " <organization>ERISA</organization> " is the Employee Retirement Income Security Act of 1974 , and its regulations . </response> |
657 | " Event of Default " is defined in Section 8 . | <response> " Event of Default " is defined in Section 8 . </response> |
658 | " Final Payment " is a payment ( in addition to and not a substitution for the regular monthly payments of principal plus accrued interest ) due on the earlier to occur of ( a ) the Maturity Date for such Term Loan , or ( b ) the acceleration of such Term Loan , equal to the Loan Amount for such Term Loan multiplied by the Final Payment Percentage . | <response> " Final Payment " is a payment ( in addition to and not a substitution for the regular monthly payments of principal plus accrued interest ) due on the earlier to occur of ( a ) the Maturity Date for such Term Loan , or ( b ) the acceleration of such Term Loan , equal to the Loan Amount for such Term Loan multiplied by the Final Payment Percentage . </response> |
659 | " Final Payment Percentage " is , for each Term Loan , two percent ( 2 . 00 %). | <response> " Final Payment Percentage " is , for each Term Loan , two percent ( 2 . 00 %). </response> |
660 | " First Draw Period " is the period of time from the Effective Date through the earliest to occur of ( a ) December 31 , 2008 , and ( b ) termination by Agent after the occurrence and during the continuance of an Event of Default . | <response> " First Draw Period " is the period of time from the Effective Date through the earliest to occur of ( a ) December 31 , 2008 , and ( b ) termination by Agent after the occurrence and during the continuance of an Event of Default . </response> |
661 | " Funding Date " is any date on which a Credit Extension is made to or on account of Borrower which shall be a Business Day . | <response> " Funding Date " is any date on which a Credit Extension is made to or on account of <person>Borrower</person> which shall be a Business Day . </response> |
662 | " GAAP " is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be approved by a significant segment of the accounting profession , which are applicable to the circumstances as of the date of determination . | <response> " GAAP " is generally accepted accounting principles set forth in the opinions and pronouncements of the <organization>Accounting Principles Board</organization> of the <organization>American Institute of Certified Public Accountants</organization> and statements and pronouncements of the <organization>Financial Accounting Standards Board</organization> or in such other statements by such other Person as may be approved by a significant segment of the accounting profession , which are applicable to the circumstances as of the date of determination . </response> |
663 | - 17 - " General Intangibles " is all " general intangibles " as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made , and includes without limitation , all copyright rights , copyright applications , copyright registrations and like protections in each work of authorship and derivative work , whether published or unpublished , any patents , trademarks , service marks and , to the extent permitted under applicable law , any applications therefor , whether registered or not , any trade secret rights , including any rights to unpatented inventions , payment intangibles , royalties , contract rights , goodwill , franchise agreements , purchase orders , customer lists , route lists , telephone numbers , domain names , claims , income and other tax refunds , security and other deposits , options to purchase or sell real or personal property , rights in all litigation presently or hereafter pending ( whether in contract , tort or otherwise ), insurance policies ( including without limitation key man , property damage , and business interruption insurance ), payments of insurance and rights to payment of any kind . | <response> - 17 - " General Intangibles " is all " general intangibles " as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made , and includes without limitation , all copyright rights , copyright applications , copyright registrations and like protections in each work of authorship and derivative work , whether published or unpublished , any patents , trademarks , service marks and , to the extent permitted under applicable law , any applications therefor , whether registered or not , any trade secret rights , including any rights to unpatented inventions , payment intangibles , royalties , contract rights , goodwill , franchise agreements , purchase orders , customer lists , route lists , telephone numbers , domain names , claims , income and other tax refunds , security and other deposits , options to purchase or sell real or personal property , rights in all litigation presently or hereafter pending ( whether in contract , tort or otherwise ), insurance policies ( including without limitation key man , property damage , and business interruption insurance ), payments of insurance and rights to payment of any kind . </response> |
664 | " Gold Hill " is defined in the preamble hereof . | <response> " <location>Gold Hill</location> " is defined in the preamble hereof . </response> |
665 | " Guarantor " is any present or future guarantor of the Obligations . | <response> " Guarantor " is any present or future guarantor of the Obligations . </response> |
666 | " IL Subsidiary " means , Vringo ( Israel ) Ltd . " Indebtedness " is ( a ) indebtedness for borrowed money or the deferred price of property or services , such as reimbursement and other obligations for surety bonds and letters of credit , ( b ) obligations evidenced by notes , bonds , debentures or similar instruments , ( c ) capital lease obligations , and ( d ) Contingent Obligations . | <response> " IL Subsidiary " means , <organization>Vringo</organization> ( <location>Israel</location> ) Ltd . " Indebtedness " is ( a ) indebtedness for borrowed money or the deferred price of property or services , such as reimbursement and other obligations for surety bonds and letters of credit , ( b ) obligations evidenced by notes , bonds , debentures or similar instruments , ( c ) capital lease obligations , and ( d ) Contingent Obligations . </response> |
667 | " Insolvency Proceeding " is any proceeding by or against any Person under the United States Bankruptcy Code , or any other bankruptcy or insolvency law , including assignments for the benefit of creditors , compositions , extensions generally with its creditors , or proceedings seeking reorganization , arrangement , or other relief . | <response> " Insolvency Proceeding " is any proceeding by or against any Person under the <location>United States</location> Bankruptcy Code , or any other bankruptcy or insolvency law , including assignments for the benefit of creditors , compositions , extensions generally with its creditors , or proceedings seeking reorganization , arrangement , or other relief . </response> |
668 | " Inventory " is all " inventory " as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made , and includes without limitation all merchandise , raw materials , parts , supplies , packing and shipping materials , work in process and finished products , including without limitation such inventory as is temporarily out of Borrower ' s custody or possession or in transit and including any returned goods and any documents of title representing any of the above . | <response> " Inventory " is all " inventory " as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made , and includes without limitation all merchandise , raw materials , parts , supplies , packing and shipping materials , work in process and finished products , including without limitation such inventory as is temporarily out of <person>Borrower</person> ' s custody or possession or in transit and including any returned goods and any documents of title representing any of the above . </response> |
669 | " Investment " is any beneficial ownership interest in any Person ( including stock , partnership interest or other securities ), and any loan , advance or capital contribution to any Person . | <response> " Investment " is any beneficial ownership interest in any Person ( including stock , partnership interest or other securities ), and any loan , advance or capital contribution to any Person . </response> |
670 | " Key Person " is the Borrower ' s Chief Executive Officer , who is Jonathan Medved as of the Effective Date . | <response> " Key Person " is the <person>Borrower</person> ' s Chief Executive Officer , who is <person>Jonathan Medved</person> as of the Effective Date . </response> |
671 | " Lender " is any one of the Lenders . | <response> " <person>Lender</person> " is any one of the Lenders . </response> |
672 | " Lenders " shall mean the Persons identified on Schedule 1 . 1 hereto and each assignee that becomes a party to this Agreement pursuant to Section 12 . 1 . | <response> " Lenders " shall mean the Persons identified on Schedule 1 . 1 hereto and each assignee that becomes a party to this Agreement pursuant to Section 12 . 1 . </response> |
673 | " Lenders ' Expenses " are all documented audit fees and expenses , costs , and expenses ( including reasonable documented attorneys ' fees and expenses ) of Agent and Lenders for preparing , negotiating , administering , defending and enforcing the Loan Documents ( including , without limitation , those incurred in connection with appeals or Insolvency Proceedings ) or otherwise incurred with respect to Borrower . | <response> " Lenders ' Expenses " are all documented audit fees and expenses , costs , and expenses ( including reasonable documented attorneys ' fees and expenses ) of Agent and Lenders for preparing , negotiating , administering , defending and enforcing the Loan Documents ( including , without limitation , those incurred in connection with appeals or Insolvency Proceedings ) or otherwise incurred with respect to <person>Borrower</person> . </response> |
674 | " Lien " is a mortgage , lien , deed of trust , charge , pledge , security interest or other encumbrance . | <response> " Lien " is a mortgage , lien , deed of trust , charge , pledge , security interest or other encumbrance . </response> |
675 | " Loan Amount " in respect of each Term Loan is the original principal amount of such Term Loan . | <response> " Loan Amount " in respect of each Term Loan is the original principal amount of such Term Loan . </response> |
676 | " Loan Documents " are , collectively , this Agreement , the Warrant , the Perfection Certificate , any note , or notes or guaranties executed by Borrower , and any other present or future agreement for the benefit of Agent and / or Lenders in connection with this Agreement , all as amended , restated , or otherwise modified . | <response> " Loan Documents " are , collectively , this Agreement , the Warrant , the Perfection Certificate , any note , or notes or guaranties executed by <person>Borrower</person> , and any other present or future agreement for the benefit of Agent and / or Lenders in connection with this Agreement , all as amended , restated , or otherwise modified . </response> |
677 | " Maturity Date " is the Term Loan Maturity Date . | <response> " Maturity Date " is the Term Loan Maturity Date . </response> |
678 | " Milestone Event No . | <response> " Milestone Event No . </response> |
679 | 1 " means Borrower provides Agent with evidence that either of the following has occurred : ( a ) the completion of two ( 2 ) trials with two ( 2 ) large mobile telephone carriers with at least one ( 1 ) carrier service launched ; or ( b ) registration of at least fifty thousand ( 50 , 000 ) users . | <response> 1 " means <person>Borrower</person> provides Agent with evidence that either of the following has occurred : ( a ) the completion of two ( 2 ) trials with two ( 2 ) large mobile telephone carriers with at least one ( 1 ) carrier service launched ; or ( b ) registration of at least fifty thousand ( 50 , 000 ) users . </response> |
680 | - 18 - " Milestone Event No . | <response> - 18 - " Milestone Event No . </response> |
681 | 2 " means Borrower provides Agent with evidence that either of the following has occurred : ( a ) the completion of four ( 4 ) trials with four ( 4 ) large mobile telephone carriers with at least two ( 2 ) carrier services launched ; or ( b ) registration of at least three hundred thousand ( 300 , 000 ) users . | <response> 2 " means <person>Borrower</person> provides Agent with evidence that either of the following has occurred : ( a ) the completion of four ( 4 ) trials with four ( 4 ) large mobile telephone carriers with at least two ( 2 ) carrier services launched ; or ( b ) registration of at least three hundred thousand ( 300 , 000 ) users . </response> |
682 | " Obligations " are Borrower ' s obligation to pay when due any debts , principal , interest , Lenders ' Expenses , the Final Payment and other amounts Borrower owes Agent and / or Lenders now or later , whether under this Agreement , the Loan Documents , or otherwise , including , without limitation , all obligations relating to letters of credit ( including reimbursement obligations for drawn and undrawn letters of credit ), cash management services , and foreign exchange contracts , if any , and including interest accruing after Insolvency Proceedings begin and debts , liabilities , or obligations of Borrower assigned to Agent and / or Lenders , and the performance of Borrower ' s duties under the Loan Documents . | <response> " Obligations " are <person>Borrower</person> ' s obligation to pay when due any debts , principal , interest , Lenders ' Expenses , the Final Payment and other amounts <person>Borrower</person> owes Agent and / or Lenders now or later , whether under this Agreement , the Loan Documents , or otherwise , including , without limitation , all obligations relating to letters of credit ( including reimbursement obligations for drawn and undrawn letters of credit ), cash management services , and foreign exchange contracts , if any , and including interest accruing after Insolvency Proceedings begin and debts , liabilities , or obligations of <person>Borrower</person> assigned to Agent and / or Lenders , and the performance of <person>Borrower</person> ' s duties under the Loan Documents . </response> |
683 | Notwithstanding the foregoing , the term " Obligations " shall not include any of Borrower ' s obligations under any Warrant issued to Lenders . | <response> Notwithstanding the foregoing , the term " Obligations " shall not include any of <person>Borrower</person> ' s obligations under any Warrant issued to Lenders . </response> |
684 | " Operating Documents " are , for any Person , such Person ' s formation documents , as certified with the Secretary of State of such Person ' s state of formation on a date that is no earlier than thirty ( 30 ) days prior to the Effective Date , and its bylaws in current form , each of the foregoing with all current amendments or modifications thereto . | <response> " Operating Documents " are , for any Person , such Person ' s formation documents , as certified with the Secretary of State of such Person ' s state of formation on a date that is no earlier than thirty ( 30 ) days prior to the Effective Date , and its bylaws in current form , each of the foregoing with all current amendments or modifications thereto . </response> |
685 | " Payment Date " is the first calendar day of each month . | <response> " Payment Date " is the first calendar day of each month . </response> |
686 | " Payment / Advance Form " is that certain form attached hereto as Exhibit B . | <response> " Payment / Advance Form " is that certain form attached hereto as Exhibit B . </response> |
687 | " Perfection Certificate " is defined in Section 5 . 1 . | <response> " Perfection Certificate " is defined in Section 5 . 1 . </response> |
688 | " Permitted Indebtedness " is : ( a ) Borrower ' s Indebtedness to Lenders under this Agreement and the other Loan Documents ; ( b ) Indebtedness existing on the Effective Date and shown on the Perfection Certificate ; ( c ) Subordinated Debt ; ( d ) unsecured Indebtedness to trade creditors and with respect to surety bonds and similar obligations incurred in the ordinary course of business ; ( e ) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business ; ( f ) Indebtedness secured by Permitted Liens ; ( g ) Inter - company Indebtedness that otherwise constitutes an Investment allowed under clause ( a ) and ( f ) of Permitted Investments ; ( h ) other Indebtedness in an aggregate amount not to exceed Fifty Thousand Dollars ($ 50 , 000 ) in the aggregate in any fiscal year ; and ( i ) extensions , refinancings , modifications , amendments and restatements of any items of Permitted Indebtedness ( a ) through ( h ) above , provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower or its Subsidiary , as the case may be . | <response> " Permitted Indebtedness " is : ( a ) <person>Borrower</person> ' s Indebtedness to Lenders under this Agreement and the other Loan Documents ; ( b ) Indebtedness existing on the Effective Date and shown on the Perfection Certificate ; ( c ) Subordinated Debt ; ( d ) unsecured Indebtedness to trade creditors and with respect to surety bonds and similar obligations incurred in the ordinary course of business ; ( e ) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business ; ( f ) Indebtedness secured by Permitted Liens ; ( g ) Inter - company Indebtedness that otherwise constitutes an Investment allowed under clause ( a ) and ( f ) of Permitted Investments ; ( h ) other Indebtedness in an aggregate amount not to exceed Fifty Thousand Dollars ($ 50 , 000 ) in the aggregate in any fiscal year ; and ( i ) extensions , refinancings , modifications , amendments and restatements of any items of Permitted Indebtedness ( a ) through ( h ) above , provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon <person>Borrower</person> or its Subsidiary , as the case may be . </response> |
689 | " Permitted Investments " are : ( a ) Investments shown on the Perfection Certificate and existing on the Effective Date ( b ) Cash Equivalents and ( ii ) any Investments permitted by Borrower ' s investment policy , as amended from time to time , provided that such investment policy ( and any such amendment thereto ) has been approved by Agent ; ( c ) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of Borrower ; | <response> " Permitted Investments " are : ( a ) Investments shown on the Perfection Certificate and existing on the Effective Date ( b ) Cash Equivalents and ( ii ) any Investments permitted by <person>Borrower</person> ' s investment policy , as amended from time to time , provided that such investment policy ( and any such amendment thereto ) has been approved by Agent ; ( c ) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of <person>Borrower</person> ; </response> |
690 | - 19 - ( d ) Investments consisting of Borrower ' s deposit accounts in which Agent has a first perfected security interest and Investments consisting of Subsidiaries ' deposit accounts ; ( e ) Investments accepted in connection with Transfers permitted by Section 7 . 1 ; ( f ) Investments of Subsidiaries in or to other Subsidiaries or Borrower and Investments by Borrower in Subsidiaries not to exceed Two Hundred Fifty Thousand Dollars ($ 250 , 000 ) in the aggregate in any fiscal year ; ( g ) Investments consisting of ( i ) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business , and ( ii ) loans to employees , officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by Borrower ' s Board ; ( h ) Investments ( including debt obligations ) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of , and other disputes with , customers or suppliers arising in the ordinary course of business ; ( i ) Investments consisting of notes receivable of , or prepaid royalties and other credit extensions , to customers and suppliers who are not Affiliates , in the ordinary course of business ; provided that this paragraph ( i ) shall not apply to Investments of Borrower in any Subsidiary ; ( j ) joint ventures or strategic alliances in the ordinary course of Borrower ' s business consisting of the non - exclusive licensing of technology , the development of technology or the providing of technical support , provided that any cash investments by Borrower do not exceed Two Hundred Fifty Thousand Dollars ($ 250 , 000 ) in the aggregate in any fiscal year ; and ( k ) other Investments in an aggregate amount no to exceed Fifty Thousand Dollars ($ 50 , 000 ) in the aggregate in any fiscal year . | <response> - 19 - ( d ) Investments consisting of <person>Borrower</person> ' s deposit accounts in which Agent has a first perfected security interest and Investments consisting of Subsidiaries ' deposit accounts ; ( e ) Investments accepted in connection with Transfers permitted by Section 7 . 1 ; ( f ) Investments of Subsidiaries in or to other Subsidiaries or <person>Borrower</person> and Investments by <person>Borrower</person> in Subsidiaries not to exceed Two Hundred Fifty Thousand Dollars ($ 250 , 000 ) in the aggregate in any fiscal year ; ( g ) Investments consisting of ( i ) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business , and ( ii ) loans to employees , officers or directors relating to the purchase of equity securities of <person>Borrower</person> or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by <person>Borrower</person> ' s Board ; ( h ) Investments ( including debt obligations ) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of , and other disputes with , customers or suppliers arising in the ordinary course of business ; ( i ) Investments consisting of notes receivable of , or prepaid royalties and other credit extensions , to customers and suppliers who are not Affiliates , in the ordinary course of business ; provided that this paragraph ( i ) shall not apply to Investments of <person>Borrower</person> in any Subsidiary ; ( j ) joint ventures or strategic alliances in the ordinary course of <person>Borrower</person> ' s business consisting of the non - exclusive licensing of technology , the development of technology or the providing of technical support , provided that any cash investments by <person>Borrower</person> do not exceed Two Hundred Fifty Thousand Dollars ($ 250 , 000 ) in the aggregate in any fiscal year ; and ( k ) other Investments in an aggregate amount no to exceed Fifty Thousand Dollars ($ 50 , 000 ) in the aggregate in any fiscal year . </response> |
691 | " Permitted Liens " are : ( a ) Liens existing on the Effective Date and shown on the Perfection Certificate or arising under this Agreement and the other Loan Documents ; ( b ) Liens for taxes , fees , assessments or other government charges or levies , either not delinquent or being contested in good faith and for which Borrower maintains adequate reserves on its Books , if they have no priority over any of Lenders ; Liens ; ( c ) purchase money Liens ( i ) on Equipment acquired or held by Borrower incurred for financing the acquisition or lease of Equipment securing no more than Two Hundred Fifty Thousand Dollars ($ 250 , 000 . 00 ) in the aggregate amount outstanding , or ( ii ) existing on Equipment when acquired , if the Lien is confined to the property and improvements and the proceeds of the Equipment ; ( d ) statutory Liens securing claims or demands of materialmen , mechanics , carriers , warehousemen , landlords and other Persons imposed without action of such parties , provided , they have no priority over any of Lenders ' Lien and the aggregate amount of such Liens does not at any time exceed Fifty Thousand Dollars ($ 50 , 000 ); ( e ) Liens to secure payment of workers ' compensation , employment insurance , old - age pensions , social security and other like obligations incurred in the ordinary course of business , provided , they have no priority over any of Lenders ' Liens and the aggregate amount of the Indebtedness secured by such Liens does not at any time exceed Fifty Thousand Dollars ($ 50 , 000 ); ( f ) Liens incurred in the extension , renewal or refinancing of the indebtedness secured by Liens described in ( a ) through ( e ), but any extension , renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase ; ( g ) leases or subleases of real property granted in the ordinary course of business , and leases , subleases , non - exclusive licenses or sublicenses of property ( other than real property or intellectual property ) granted in the ordinary course of Borrower ' s business , if the leases , subleases , licenses and sublicenses do not prohibit granting Lenders a security interest ; | <response> " Permitted Liens " are : ( a ) Liens existing on the Effective Date and shown on the Perfection Certificate or arising under this Agreement and the other Loan Documents ; ( b ) Liens for taxes , fees , assessments or other government charges or levies , either not delinquent or being contested in good faith and for which <person>Borrower</person> maintains adequate reserves on its Books , if they have no priority over any of Lenders ; Liens ; ( c ) purchase money Liens ( i ) on Equipment acquired or held by <person>Borrower</person> incurred for financing the acquisition or lease of Equipment securing no more than Two Hundred Fifty Thousand Dollars ($ 250 , 000 . 00 ) in the aggregate amount outstanding , or ( ii ) existing on Equipment when acquired , if the Lien is confined to the property and improvements and the proceeds of the Equipment ; ( d ) statutory Liens securing claims or demands of materialmen , mechanics , carriers , warehousemen , landlords and other Persons imposed without action of such parties , provided , they have no priority over any of Lenders ' Lien and the aggregate amount of such Liens does not at any time exceed Fifty Thousand Dollars ($ 50 , 000 ); ( e ) Liens to secure payment of workers ' compensation , employment insurance , old - age pensions , social security and other like obligations incurred in the ordinary course of business , provided , they have no priority over any of Lenders ' Liens and the aggregate amount of the Indebtedness secured by such Liens does not at any time exceed Fifty Thousand Dollars ($ 50 , 000 ); ( f ) Liens incurred in the extension , renewal or refinancing of the indebtedness secured by Liens described in ( a ) through ( e ), but any extension , renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase ; ( g ) leases or subleases of real property granted in the ordinary course of business , and leases , subleases , non - exclusive licenses or sublicenses of property ( other than real property or intellectual property ) granted in the ordinary course of <person>Borrower</person> ' s business , if the leases , subleases , licenses and sublicenses do not prohibit granting Lenders a security interest ; </response> |
692 | - 20 - ( h ) non - exclusive license of intellectual property granted to third parties in the ordinary course of business ; ( i ) Liens arising from judgments , decrees or attachments in circumstances not constituting an Event of Default under Section 8 . 4 or 8 . 7 ; ( j ) Liens in favor of other financial institutions arising in connection with Borrower ' s deposit and / or securities accounts held at such institutions , provided that Lenders have a perfected security interest in the amounts held in such deposit and / or securities accounts ; and ( k ) Liens in favor of other financial institutions arising in connection with Borrower ' s Subsidiaries ' deposit and / or securities accounts held at such institutions . | <response> - 20 - ( h ) non - exclusive license of intellectual property granted to third parties in the ordinary course of business ; ( i ) Liens arising from judgments , decrees or attachments in circumstances not constituting an Event of Default under Section 8 . 4 or 8 . 7 ; ( j ) Liens in favor of other financial institutions arising in connection with <person>Borrower</person> ' s deposit and / or securities accounts held at such institutions , provided that Lenders have a perfected security interest in the amounts held in such deposit and / or securities accounts ; and ( k ) Liens in favor of other financial institutions arising in connection with <person>Borrower</person> ' s Subsidiaries ' deposit and / or securities accounts held at such institutions . </response> |
693 | " Person " is any individual , sole proprietorship , partnership , limited liability company , joint venture , company , trust , unincorporated organization , association , corporation , institution , public benefit corporation , firm , joint stock company , estate , entity or government agency . | <response> " Person " is any individual , sole proprietorship , partnership , limited liability company , joint venture , company , trust , unincorporated organization , association , corporation , institution , public benefit corporation , firm , joint stock company , estate , entity or government agency . </response> |
694 | " Prepayment Fee " shall be an additional fee payable to the Agent in amount equal to : ( i ) for a prepayment made on or before one year from the applicable Funding Date of such Term Loan , three percent ( 3 . 0 %) of the principal amount of such Term Loan prepaid ; or ( ii ) for a prepayment made after one year , but on or before two years from the applicable Funding Date of such Term Loan , two percent ( 2 . 0 %) of the principal amount of such Term Loan prepaid ; or ( iii ) for a prepayment made after two years , but on or before three years from the applicable Funding Date of such Term Loan , one percent ( 1 . 0 %) of the principal amount of such Term Loan prepaid . | <response> " Prepayment Fee " shall be an additional fee payable to the Agent in amount equal to : ( i ) for a prepayment made on or before one year from the applicable Funding Date of such Term Loan , three percent ( 3 . 0 %) of the principal amount of such Term Loan prepaid ; or ( ii ) for a prepayment made after one year , but on or before two years from the applicable Funding Date of such Term Loan , two percent ( 2 . 0 %) of the principal amount of such Term Loan prepaid ; or ( iii ) for a prepayment made after two years , but on or before three years from the applicable Funding Date of such Term Loan , one percent ( 1 . 0 %) of the principal amount of such Term Loan prepaid . </response> |
695 | " Registered Organization " is any " registered organization " as defined in the Code with such additions to such term as may hereafter be made " Responsible Officer " is any of the Chief Executive Officer , President , Chief Financial Officer , and Controller of Borrower . | <response> " Registered Organization " is any " registered organization " as defined in the Code with such additions to such term as may hereafter be made " Responsible Officer " is any of the Chief Executive Officer , President , Chief Financial Officer , and Controller of <person>Borrower</person> . </response> |
696 | " Second Draw Period " is the period of time commencing upon the occurrence of the Milestone Event No . | <response> " Second Draw Period " is the period of time commencing upon the occurrence of the Milestone Event No . </response> |
697 | 1 through the earliest to occur of ( x ) March 31 , 2009 , and ( y ) termination by Agent after the occurrence and during the continuance of an Event of Default . | <response> 1 through the earliest to occur of ( x ) March 31 , 2009 , and ( y ) termination by Agent after the occurrence and during the continuance of an Event of Default . </response> |
698 | " Securities Account " is any " securities account " as defined in the Code with such additions to such term as may hereafter be made . | <response> " Securities Account " is any " securities account " as defined in the Code with such additions to such term as may hereafter be made . </response> |
699 | " Subordinated Debt " is indebtedness incurred by Borrower subordinated to all of Borrower ' s now or hereafter indebtedness to Agent and Lenders ( pursuant to a subordination , intercreditor , or other similar agreement in form and substance satisfactory to Agent and Lenders entered into among Agent , Lenders and the other creditor ), on terms acceptable to Agent and Lenders . | <response> " Subordinated Debt " is indebtedness incurred by <person>Borrower</person> subordinated to all of <person>Borrower</person> ' s now or hereafter indebtedness to Agent and Lenders ( pursuant to a subordination , intercreditor , or other similar agreement in form and substance satisfactory to Agent and Lenders entered into among Agent , Lenders and the other creditor ), on terms acceptable to Agent and Lenders . </response> |
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