Common use of Capitalized Lease Obligation Clause in Contracts

Capitalized Lease Obligation. any Debt represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. Cash Collateral - cash or Cash Equivalents, and any interest earned thereon, that is deposited with Agent in accordance with the Agreement for the Pro Rata benefit of Lenders as security for the Obligations. Cash Collateral Account - a demand deposit, money market or other account established by Agent at such financial institution as Agent may select in its discretion, which account shall be in Agent's name and subject to Agent's Liens for the Pro Rata benefit of Lenders. Cash Equivalents - (i) marketable direct obligations issued or unconditionally guaranteed by the United States government and backed by the full faith and credit of the United States government having maturities of not more than 12 months from the date of acquisition; (ii) domestic certificates of deposit and time deposits having maturities of not more than 12 months from the date of acquisition, bankers' acceptances having maturities of not more than 12 months from the date of acquisition and overnight bank deposits, in each case issued by any commercial bank organized under the laws of the United States, any state thereof or the District of Columbia, which at the time of acquisition are rated A-1 (or better) by S&P or P-1 (or better) by Xxxxx'x, and (unless issued by a Lender) not subject to offset rights in favor of such bank arising from any banking relationship with such bank; (iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (i) and (ii) entered into with any financial institution meeting the qualifications specified in clause (ii) above; and (iv) commercial paper having at the time of investment therein or a contractual commitment to invest therein a rating of A-1 (or better) by S&P or P-1 (or better) by Xxxxx'x, and having a maturity within 9 months after the date of acquisition thereof. Cash Management Agreements - any agreement entered into from time to time between a Borrower or any of its Subsidiaries, on the one hand, and Bank or any of its Affiliates or any other banking or financial institution, on the other, in connection with cash management services for operating, collections, payroll and trust accounts of such Borrower or its Subsidiaries provided by such banking or financial institution, including automatic clearinghouse services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services. CERCLA - the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. and its implementing regulations. Change of Control - the occurrence of any of the following events after the date of the Agreement: (a) any Person or group shall own beneficially (as defined in Rule 13d-3 of the SEC under the Exchange Act or any successor provision thereto) more than 50% of the aggregate Voting Power of Parent; (b) during any period of 24 consecutive months, individuals who at the beginning of such period constituted the board of directors of a Borrower (together with any new director whose election by such board of directors or whose nomination for election by the shareholders of such Borrower was approved by vote of a majority of the directors of such Borrower then still in office who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of such Borrower then in office; or (c) any "Change of Control," "Change in Control" or similar event or circumstance, however defined or designated, under any agreement or document governing any of the Senior Subordinated Notes or any of the Senior Convertible Notes shall occur.

Capitalized Lease Obligation. any Debt represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. Cash Collateral - cash or Cash Equivalents, and any interest earned thereon, that is deposited with Agent Lender in accordance with the Agreement for the Pro Rata benefit of Lenders as security for the Obligations. Cash Collateral Account - a demand deposit, money market or other account established by Agent Lender at such financial institution as Agent Lender may select in its discretion, which account shall be in Agent's Lender’s name and subject to Agent's Liens for the Pro Rata benefit of LendersLender’s Liens. Cash Equivalents - (i) marketable securities or direct obligations issued or unconditionally guaranteed by the United States government and backed by the full faith and credit of the United States government having maturities of not more than 12 months from the date of acquisition; (ii) domestic certificates of deposit and time deposits having maturities of not more than 12 months from the date of acquisition, bankers' ’ acceptances having maturities of not more than 12 months from the date of acquisition and overnight bank deposits, in each case issued by any commercial bank organized under the laws of the United States, any state thereof or the District of Columbia, which at the time of acquisition are rated A-1 (or better) by S&P or P-1 (or better) by Xxxxx'x, Mxxxx’x and (unless issued by a Lender) not subject to offset rights in favor of such bank arising from any banking relationship with such bank; (iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (i) and (ii) entered into with any financial institution meeting the qualifications specified in clause (ii) above; and (iv) commercial paper having at the time of investment therein or a contractual commitment to invest therein a rating of A-1 (or better) by S&P or P-1 (or better) by Xxxxx'xMxxxx’x, and having a maturity within 9 12 months after the date of acquisition thereof. Cash Management Agreements - any agreement entered into from time to time between a Borrower or any of its Subsidiaries, on the one hand, and Bank or any of its Affiliates or any other banking or financial institution, on the other, in connection with cash management services for operating, collections, payroll and trust accounts of such Borrower or its Subsidiaries provided by such banking or financial institution, including automatic clearinghouse services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services. CERCLA - the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. and its implementing regulations. Change of Control - the occurrence of any of the following events after the date of the Agreement: (a) any Person or group shall own beneficially (as defined in Rule 13d-3 of the SEC under the Exchange Act or any successor provision thereto) more than 50% of the aggregate Voting Power of Parent; (b) during any period of 24 consecutive months, individuals who at the beginning of such period constituted the board of directors of a Borrower (together with any new director whose election by such board of directors or whose nomination for election by the shareholders of such Borrower was approved by vote of a majority of the directors of such Borrower then still in office who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of such Borrower then in office; or (c) any "Change of Control," "Change in Control" or similar event or circumstance, however defined or designated, under any agreement or document governing any of the Senior Subordinated Notes or any of the Senior Convertible Notes shall occur.;

Capitalized Lease Obligation. any Debt represented by obligations ---------------------------- under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. Cash Collateral - cash or Cash Equivalents, and any interest earned --------------- thereon, that is deposited with Agent in accordance with the Agreement for the Pro Rata benefit of Lenders as security for the ObligationsObligations to the extent provided in the Agreement. Cash Collateral Account - a demand deposit, money market or other ----------------------- account established by Agent at such financial institution as Agent may select in its discretion, which account shall be in Agent's name and subject to Agent's Liens for the Pro Rata benefit of Lenders. Cash Equivalents - (i) marketable direct obligations issued or ---------------- unconditionally guaranteed by the United States government and backed by the full faith and credit of the United States government having maturities of not more than 12 months from the date of acquisition; (ii) domestic certificates of deposit and time deposits having maturities of not more than 12 months from the date of acquisition, bankers' acceptances having maturities of not more than 12 months from the date of acquisition and overnight bank deposits, in each case issued by any commercial bank organized under the laws of the United States, any state thereof or the District of Columbia, which at the time of acquisition are rated A-1 (or better) by S&P Standard & Poor's Corporation or P-1 (or better) by Xxxxx'xXxxxx'x Investors Services, Inc., and (unless issued by a Lender) not subject to offset rights in favor of such bank arising from any banking relationship with such bank; (iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (i) and (ii) entered into with any financial institution meeting the qualifications specified in clause (ii) above; and (iv) commercial paper having at the time of investment therein or a contractual commitment to invest therein a rating of A-1 (or better) by S&P Standard & Poor's Corporation or P-1 (or better) by Xxxxx'xXxxxx'x Investors Services, Inc., and having a maturity within 9 months after the date of acquisition thereof. Cash Management Agreements - any agreement entered into from time to time between a Borrower or any of its Subsidiaries, on the one hand, and Bank or any of its Affiliates or any other banking or financial institution, on the other, in connection with cash management services for operating, collections, payroll and trust accounts of such Borrower or its Subsidiaries provided by such banking or financial institution, including automatic clearinghouse services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services. CERCLA - the Comprehensive Environmental Response Compensation and ------ Liability Act, 42 U.S.C. Section (S) 9601 et seq. and its implementing regulations. Change of Control - the occurrence of any of the following events after the date of the Agreement: (a) any Person or group shall own beneficially (as defined in Rule 13d-3 of the SEC under the Exchange Act or any successor provision thereto) more than 50% of the aggregate Voting Power of Parent; (b) during any period of 24 consecutive months, individuals who at the beginning of such period constituted the board of directors of a Borrower (together with any new director whose election by such board of directors or whose nomination for election by the shareholders of such Borrower was approved by vote of a majority of the directors of such Borrower then still in office who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of such Borrower then in office; or (c) any "Change of Control," "Change in Control" or similar event or circumstance, however defined or designated, under any agreement or document governing any of the Senior Subordinated Notes or any of the Senior Convertible Notes shall occur.

Capitalized Lease Obligation. any Debt represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. Cash - money, currency or a credit balance in a Deposit Account. Cash Collateral - cash or Cash Equivalentscash, and any interest or other income earned thereon, that is deposited with Administrative Agent in accordance with the this Agreement for the Pro Rata benefit of Lenders as security for the to Cash Collateralize any LC Obligations or other Obligations. Cash Collateral Account - a demand deposit, money market or other account established by Administrative Agent at such financial institution as Administrative Agent may select in its discretion, which account shall be in Administrative Agent's ’s name and subject to Administrative Agent's ’s Liens for the Pro Rata benefit of LendersSecured Parties. Cash Collateralize - with respect to LC Obligations arising from Letters of Credit outstanding on any date or Obligations arising under Hedging Agreements on such date, the deposit with Administrative Agent of immediately available funds into the Cash Collateral Account in an amount equal to 104% of the aggregate Undrawn Amount of such Letters of Credit and other LC Obligations, plus (ii) all Obligations existing under such Hedging Agreements. Cash Collection Limit - on any date of determination thereof, an amount equal to the Monthly Cash Collections for the most recent month ending prior to such date divided by the actual number of days in such month multiplied by 35. Cash Equivalents - (i) United States dollars (including such dollars as are held in overnight deposits and demand deposits with U.S. banks); (ii) marketable direct obligations issued or unconditionally guaranteed by the United States government and backed by the full faith and credit of the United States government having maturities of not more than 12 months from the date of acquisition; (iiiii) domestic marketable direct obligations issued by any State of the United States of America or any political subdivision of any such State or any public instrumentality thereof maturing within 1 year from the date of acquisition thereof and, at the time of acquisition, having a rating of at least A-2 from S&P or at least P-2 of Moody’s; (iv) certificates of deposit demand deposits, Eurodollar time deposits, time deposit accounts, term deposit accounts and time deposits having maturities of not more than 12 months from the date of acquisition, bankers' ’ acceptances having maturities of not more than 12 months from the date of acquisition and overnight bank deposits, in each case issued by any commercial bank organized under the laws of the United States, any state thereof or the District of Columbia, which at the time of acquisition are rated A-1 (or better) by S&P or P-1 (or better) by Xxxxx'x, have capital and (unless issued by a Lender) assets of not subject to offset rights in favor of such bank arising from any banking relationship with such bankless than $100 million; (iiiv) repurchase obligations with a term of not more than 30 90 days for underlying securities of the types described in clauses (i), (ii), (iii) and (iiiv) entered into with any financial institution meeting the qualifications specified in clause (iiiv) above; and (ivvi) commercial paper having at the time of investment therein or a contractual commitment to invest therein a rating of A-1 A-2 (or better) by S&P or P-1 P-2 (or better) by Xxxxx'xMoody’s, and having a maturity within 9 12 months after the date of acquisition thereof; and (vii) shares of any money market fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) - (vi), (b) has net assets not less than $500,000,000 and (c) has at least the second highest rating obtainable from either Moody’s or S&P. Cash Interest Expense - for any period, Interest Expense that has accrued during such period, excluding any amount that is not payable in Cash. Cash Management Agreements - any agreement entered into from time to time between a any Borrower or any of its Subsidiaries, on the one hand, and Bank BofA or any of its Affiliates or any other banking or financial institutionAffiliates, on the other, in connection with cash management services for operating, collections, payroll and trust accounts of such Borrower or its Subsidiaries provided by such banking or financial institution, including automatic clearinghouse services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services. Cash Taxes Paid - for any period, the provision by Parent, InSight Health, Borrowers and their respective Subsidiaries for income taxes as shown on their Consolidated profit and loss statement for such period minus any increase (or plus any decrease) in the provision for deferred taxes of Parent, InSight Health, Borrowers and their respective Subsidiaries, determined on a Consolidated basis in accordance with GAAP. CERCLA - the Comprehensive Environmental Response Compensation and Liability Act, Act (42 U.S.C. Section § 9601 et seq. and its implementing regulations. .) Change of Control - the occurrence of any of the following events after the date following: (i) Parent ceases to own and control, beneficially and of record, all of the Agreement: Equity Interests in InSight Health; (aii) except in the case of any Permitted Asset Disposition, InSight Health ceases to own and control, beneficially and of record, all of the Equity Interests in each of the Borrowers; (iii) all or substantially all of InSight Health’s assets are sold to any Person or related group of Persons; (iv) InSight Health is merged with or into a Person other than a Borrower; (v) any Person or related group shall own beneficially (as defined in Rule 13d-3 of the SEC under the Exchange Act or any successor provision thereto) more than 50% of the aggregate Voting Power of Parent; (b) during any period of 24 consecutive months, individuals who at the beginning of such period constituted the board of directors Persons acquires by way of a Borrower (together with any new director whose election by such board of directors purchase, merger, consolidation or whose nomination for election by the shareholders of such Borrower was approved by vote of other business combination a majority of the Equity Interests entitled to vote in the election of directors of such Borrower then still InSight Health; or (vi) a change in office who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of InSight Health unless such new directors were approved or nominated for election to such board of directors by the then majority of the board of directors of InSight Health. Chapter 11 Cases - as defined in the Recitals hereto. Chapter 11 Debtors - as defined in the Recitals hereto. Chapter 11 Plan - the Second Amended Joint Prepackaged Plan of Reorganization of InSight Health Services Holdings Corp., et al., dated May 29, 2007, and filed in the jointly administered Chapter 11 Cases on the same date (docket no. 21), as such plan was amended prior to the Confirmation Date or in the Confirmation Order or may be amended pursuant to its terms. Chattel Paper - shall have the meaning given to the term “chattel paper” in the UCC. Claims - all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, awards, costs (including remedial response costs), charges, expenses and disbursements of any kind or nature (including reasonable attorneys’, accountants’, consultants’, or paralegals’ fees and expenses) which may at any time (including at any time following Full Payment of the Obligations or termination of the Commitments, resignation or replacement of Administrative Agent or replacement of any Lender), be imposed on, incurred by, or asserted against any Indemnitee in any way relating to or arising out of (i) the administration or enforcement of or performance under any of the Loan Documents or consummation of any of the transactions described herein, (ii) any action taken or omitted to be taken by any Indemnitee under or in connection with any of the Loan Documents or Applicable Law, (iii) the existence, perfection or realization upon Administrative Agent’s Liens upon any Collateral, (iv) the exercise by Administrative Agent or any Lender of any of its rights or remedies under any of the Loan Documents or Applicable Law, or (v) the failure of any Obligor to observe, perform or discharge any of such Obligor’s covenants or duties under any of the Loan Documents or the inaccuracy or incompleteness of any representation or warranty of any Borrower then in officeany of the Loan Documents, in each case including any reasonable out-of-pocket costs or expenses incurred by any Indemnitee in connection with any investigation, litigation, arbitration or other judicial or non-judicial proceeding (including any Insolvency Proceeding or appellate proceedings) whether or not such Indemnitee is a party thereto. This definition of Claims is subject to the provisions of Section 15.3. CMS - Centers for Medicare and Medicaid Services and any successor thereto. Collateral - all of the Property and interests in Property described in Section 7; all Property described in any of the Security Documents as security for the payment or performance of any of the Obligations; and all other Property and interests in Property that now or hereafter secure the payment and performance of any of the Obligations. Collection Accounts - collectively, the Retail Collection Accounts and the Wholesale Collection Accounts. Commercial Payor - any Third Party Payor which is (i) a commercial medical insurance company that is organized under the laws of any jurisdiction of the United States and has its principal office in the United States, (ii) a Blue Cross/Blue Shield Plan or (iii) a health maintenance organization or other managed care organization, preferred provider organization or other institutional obligor that is organized under the laws of any jurisdiction of the United States and has its principal office in the United States. Commitment - at any date for any Lender, the amount of such Lender’s Revolver Commitment on such date, and “Commitments” means the aggregate amount of all Revolver Commitments on such date. Commitment Termination Date - the date that is the soonest to occur of (i) the last day of the Term; (ii) the date on which either Borrowers or Administrative Agent terminates the Revolver Commitments pursuant to Section 6.2; or (ciii) any "Change the date on which the Revolver Commitments are automatically terminated pursuant to Section 12.2. Compliance Certificate - a Compliance Certificate to be provided by Borrowers to Administrative Agent in accordance with, and in the form annexed as Exhibit E to, this Agreement and the supporting schedules to be annexed thereto. Concentration Account - shall have the meaning ascribed to it in Section 8.2.5(i) hereof. Confirmation Date - July 10, 2007. Confirmation Order - the Findings of Control," "Change Fact, Conclusions of Law and Order (I) Approving Disclosure Statement, (II) Approving Solicitation and Voting Procedures and Vote Tabulation, (III) Confirming Debtors’ Second Amended Joint Prepackaged Plan of Reorganization, and (IV) Granting Related Relief, entered on July 10, 2007, by the Bankruptcy Court in Control" or similar event or circumstance, however defined or designated, under any agreement or document governing any of the Senior Subordinated Notes or any of the Senior Convertible Notes shall occurChapter 11 Cases.

Capitalized Lease Obligation. any Debt represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. Cash Collateral - cash or Cash Equivalents, and any interest earned thereon, that is deposited with Agent in accordance with the Agreement for the Pro Rata benefit of Lenders as security for the Obligations. Cash Collateral Account - a demand deposit, money market or other account established by Agent at such financial institution as Agent may select in its discretion, which account shall be in Agent's name and subject to Agent's Liens for the Pro Rata benefit of Lenders. Cash Equivalents - (ia) marketable direct obligations issued or unconditionally guaranteed by the United States government and backed by the full faith and credit of the United States government having maturities of not more than 12 months from the date of acquisition; (iib) domestic certificates of deposit and time deposits having maturities of not more than 12 months from the date of acquisition, bankers' ’ acceptances having maturities of not more than 12 months from the date of acquisition and overnight bank deposits, in each case issued by any commercial bank organized under the laws of the United States, any state thereof or the District of Columbia, which at the time of acquisition are rated A-1 (or better) by S&P or P-1 (or better) by Xxxxx'xXxxxx’x, and (unless issued by a Lender) not subject to offset rights in favor of such bank arising from any banking relationship with such bank; (iiic) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (ia) and (iib) entered into with any financial institution meeting the qualifications specified in clause (iib) above; and (ivd) commercial paper having at the time of investment therein or a contractual commitment to invest therein a rating of A-1 (or better) by S&P or P-1 (or better) by Xxxxx'xXxxxx’x, and having a maturity within 9 months after the date of acquisition thereof. Cash Management Agreements - Flow – actual cash receipts from any agreement entered into from time to time between a Borrower or any of its Subsidiaries, on the one hand, and Bank or any of its Affiliates or any other banking or financial institution, on the other, in connection with cash management services for operating, collections, payroll and trust accounts of such Borrower or its Subsidiaries provided by such banking or financial institution, including automatic clearinghouse services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer servicessource. CERCLA - the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section § 9601 et seq. and its implementing regulations. Change of Control Chapter 11 Case - the occurrence of any of the following events after the date of the Agreement: (a) any Person or group shall own beneficially (as defined in Rule 13d-3 the Recitals hereto. Chattel Paper - shall have the meaning ascribed to the term “chattel paper” in the UCC, as such definition may be amended from time to time. Claims - any and all claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, awards, remedial response costs, expenses or disbursements of any kind or nature whatsoever (including reasonable attorneys’, accountants’, consultants’ or paralegals’ fees and expenses), whether arising under or in connection with the Financing Documents, any Applicable Law (including any Environmental Laws) or otherwise, that may now or hereafter be suffered or incurred by a Person and whether suffered or incurred in or as a result of any investigation, litigation, arbitration or other judicial or non-judicial proceeding or any appeals related thereto. Closing Date - the date on which all of the SEC conditions precedent of the Agreement are satisfied and the initial Post-Petition Loan is made under the Exchange Act or any successor provision thereto) more than 50% Agreement. Collateral - all of the aggregate Voting Power Property and interests in Property of Parent; (b) during any period of 24 consecutive months, individuals who at the beginning of such period constituted the board of directors of a Borrower (together with any new director whose election by such board of directors or whose nomination for election by the shareholders of such Borrower was approved by vote of a majority of the directors of such Borrower then still in office who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of such Borrower then in office; or (c) any "Change of Control," "Change in Control" or similar event or circumstance, however defined or designated, under any agreement or document governing any of the Senior Subordinated Notes or any of the Senior Convertible Notes shall occur.that are described in

Capitalized Lease Obligation. any Debt represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. Cash Collateral - cash or Cash Equivalents, and any interest earned thereon, that is deposited with Agent in accordance with the Agreement for the Pro Rata benefit of Lenders as security for the Obligations. Cash Collateral Account - a demand deposit, money market or other account established by Agent at such financial institution as Agent may select in its discretion, which account shall be in Agent's ’s name and subject to Agent's ’s Liens for the Pro Rata benefit of Lenders. Cash Equivalents - (i) marketable direct obligations issued or unconditionally guaranteed by the United States government and backed by the full faith and credit of the United States government having maturities of not more than 12 months from the date of acquisition; (ii) domestic certificates of deposit and time deposits having maturities of not more than 12 months from the date of acquisition, bankers' ’ acceptances having maturities of not more than 12 months from the date of acquisition and overnight bank deposits, in each case issued by any commercial bank organized under the laws of the United States, any state thereof or the District of Columbia, which at the time of acquisition are rated A-1 (or better) by S&P or P-1 (or better) by Xxxxx'xXxxxx’x, and (unless issued by a Lender) not subject to offset rights in favor of such bank arising from any banking relationship with such bank; (iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (i) and (ii) entered into with any financial institution meeting the qualifications specified in clause (ii) above; and (iv) commercial paper having at the time of investment therein or a contractual commitment to invest therein a rating of A-1 (or better) by S&P or P-1 (or better) by Xxxxx'xXxxxx’x, and having a maturity within 9 months after the date of acquisition thereof. Cash Management Agreements - any agreement entered into from time to time between a Borrower or any of its Subsidiaries, on the one hand, and Bank or any of its Affiliates or any other banking or financial institution, on the other, in connection with cash management services for operating, collections, payroll and trust accounts of such Borrower or its Subsidiaries provided by such banking or financial institution, including automatic clearinghouse services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services. CERCLA - the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. and its implementing regulations. Change of Control - the occurrence of any of the following events after the date of the Agreement: (a) any Person or group shall own beneficially (as defined in Rule 13d-3 of the SEC under the Exchange Act or any successor provision thereto) more than 50% of the aggregate Voting Power of Parent; (b) during any period of 24 consecutive months, individuals who at the beginning of such period constituted the board of directors of a Borrower (together with any new director whose election by such board of directors or whose nomination for election by the shareholders of such Borrower was approved by vote of a majority of the directors of such Borrower then still in office who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of such Borrower then in office; or (c) any "Change of Control," "Change in Control" or similar event or circumstance, however defined or designated, under any agreement or document governing any of the Senior Subordinated Notes or any of the Senior Convertible Notes shall occur.

Capitalized Lease Obligation. any Debt Indebtedness represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. Cash Collateral - cash or Cash Equivalents, and any interest earned thereon, that is deposited with Agent Lender in accordance with the Agreement for the Pro Rata benefit of Lenders as security for the ObligationsObligations to the extent provided in the Agreement. Cash Collateral Account - a demand deposit, money market or other an account established by Agent at such financial institution as Agent may select Lender on its books and to which Lender shall credit all Cash Collateral deposited with Lender in its discretion, which account shall be in Agent's name and subject to Agent's Liens for accordance with the Pro Rata benefit of LendersAgreement. Cash Equivalents - (i) marketable direct obligations issued or unconditionally guaranteed by the United States government Government and backed by the full faith and credit of the United States government Government having maturities of not more than 12 twelve (12) months from the date of acquisition; (ii) domestic certificates of deposit and time deposits having maturities of not more than 12 twelve (12) months from the date of acquisition, bankers' banker's acceptances having maturities of not more than 12 twelve (12) months from the date of acquisition and overnight bank deposits, in each case issued by any commercial bank organized under the laws of the United States, any state thereof or the District of Columbia, which at the time of acquisition are rated A-1 (or better) better by S&P Standard & Poor's Corporation or P-1 (or better) better by Xxxxx'xMoodx'x Xxxestors Services, Inc., and (unless issued by a Lender) not subject to offset rights in favor of such bank arising from any banking relationship with such bank; (iii) repurchase obligations with a term of not more than 30 thirty (30) days for underlying securities of the types described in clauses (i) and (ii) entered into with any financial institution meeting the qualifications specified in clause (ii) above); and (iv) commercial paper having at the time of investment therein or a contractual commitment to invest therein a rating of A-1 (or better) better by S&P Standard & Poor's Corporation or P-1 (or better) better by Xxxxx'xMoodx'x Xxxestors Services, Inc., and having a maturity within 9 nine (9) months after the date of acquisition thereof. Cash Management Agreements - any agreement entered into from time to time between a Borrower or any of its Subsidiaries, on the one hand, and Bank or any of its Affiliates or any other banking or financial institution, on the other, in connection with cash management services for operating, collections, payroll and trust accounts of such Borrower or its Subsidiaries provided by such banking or financial institution, including automatic clearinghouse services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services. CERCLA - the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. and its implementing regulations. Change of Control - the occurrence of any of the following events after the date of the Agreement: (a) any Person or group shall own beneficially (as defined in Rule 13d-3 of the SEC under the Exchange Act or any successor provision thereto) more than 50% of the aggregate Voting Power of Parent; (b) during any period of 24 consecutive months, individuals who at the beginning of such period constituted the board of directors of a Borrower (together with any new director whose election by such board of directors or whose nomination for election by the shareholders of such Borrower was approved by vote of a majority of the directors of such Borrower then still in office who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of such Borrower then in office; or (c) any "Change of Control," "Change in Control" or similar event or circumstance, however defined or designated, under any agreement or document governing any of the Senior Subordinated Notes or any of the Senior Convertible Notes shall occur.

Capitalized Lease Obligation. any Debt represented by obligations ---------------------------- under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. Cash Collateral - cash or Cash Equivalents, and any interest earned thereon, that is deposited with Agent in accordance with the Agreement for the Pro Rata benefit of Lenders as security for the Obligations. Cash Collateral Account - a demand deposit, money market or other account established by Agent at such financial institution as Agent may select in its discretion, which account shall be in Agent's name and subject to Agent's Liens for the Pro Rata benefit of Lenders. Cash Equivalents - (i) marketable direct obligations issued or ---------------- unconditionally guaranteed by the United States government and backed by the full faith and credit of the United States government having maturities of not more than 12 22 months from the date of acquisition; (ii) domestic certificates of deposit and time deposits having maturities of not more than 12 22 months from the date of acquisition, bankers' acceptances having maturities of not more than 12 22 months from the date of acquisition and overnight bank deposits, in each case issued by any commercial bank organized under the laws of the United States, any state thereof or the District of Columbia, which at the time of acquisition are rated A-1 A-2 (or better) by S&P Standard & Poor's Corporation or P-1 P-2 (or better) by Xxxxx'xXxxxx'x Investors Services, Inc., and (unless issued by a Lender) not subject to offset rights in favor of such bank arising from any banking relationship with such bank; (iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (i) and (ii) entered into with any financial institution meeting the qualifications specified in clause (ii) above; and (iv) commercial paper having at the time of investment therein or a contractual commitment to invest therein a rating of A-1 A-2 (or better) by S&P Standard & Poor's Corporation or P-1 P-2 (or better) by Xxxxx'xXxxxx'x Investors Services, Inc., and having a maturity within 9 months after the date of acquisition thereof. Cash Management Agreements - any agreement entered into from time to time between a Borrower or any of its Subsidiaries, on the one hand, and Bank or any of its Affiliates or any other banking or financial institution, on the other, in connection with cash management services for operating, collections, payroll and trust accounts of such Borrower or its Subsidiaries provided by such banking or financial institution, including automatic clearinghouse services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services. CERCLA - the Comprehensive Environmental Response Compensation and ------ Liability Act, 42 U.S.C. Section 9601 (S) 9602 et seq. and its implementing regulations. Change Chattel Paper - shall have the meaning ascribed to the term "chattel ------------- paper" in the UCC. Claims - any and all claims, demands, liabilities, obligations, ------ losses, damages, penalties, actions, judgments, suits, awards, remedial response, costs, expenses or disbursements of Control any kind or nature whatsoever (including reasonable attorneys', accountants' or consultants' fees and expenses), whether arising under or in connection with the Loan Documents, under any Applicable Law (including any Environmental Law) or otherwise, that may now or hereafter be suffered or incurred by a Person. Closing Date - the occurrence date on which all of the conditions precedent in ------------ Section 10 hereof are satisfied and the initial Loan is made or the initial LC Guaranty is issued under the Agreement. Collateral - all of the Property and interests in Property described ---------- in Section 6 hereof, and all other Property and interests in Property that now or hereafter secure the payment and performance of any of the following events after Obligations. Commitment Amount - $15,000,000. ----------------- Commencement Date - shall mean (i) for the Original Division, for the ----------------- Argus Division, and for the Xxxxx/Xxxxxxx Xxxxxxxx, Xxxxxxx 0, 0000, (xx) for each of the Xxxxxxxx, Harperprints and the Xxxxxxxx Divisions, April 1, 1998, and (iii) for the XxXxxxxx Division, May 1, 1998. Compliance Certificate - a Compliance Certificate to be provided by ---------------------- Borrower to Lender in accordance with, and in the form annexed as EXHIBIT B --------- to, the Agreement. Concentration Account - the account maintained by Borrower at First --------------------- American National Bank or SunTrust Bank, N.A. in Atlanta, Georgia to which all sums received by any Collecting Bank will be consolidated and concentrated as contemplated pursuant to Section 7.2.6 hereof. Consolidated - the consolidation in accordance with GAAP of the ------------ accounts or other items as to which such term applies. Cumulative Basis - the EBITDA of Parent on a Consolidated basis ---------------- achieved by obtaining the sum of the EBITDA of each of the Divisions, measured (unless otherwise specified) from the respective Commencement Date for each Division, until such time as the Cumulative Measurement Period for a Division is greater than four Fiscal Quarters, at which time EBITDA of such Division shall be measured on a rolling four quarter basis. Cumulative Measurement Period - for any Division, the period ----------------------------- commencing with the Commencement Date for such Division and ending on the date of determination of the AgreementEBITDA of such Division. Debt - as applied to a Person means, without duplication: (ai) all ---- items which in accordance with GAAP would be included in determining total liabilities as shown on the liability side of a balance sheet of such Person as at the date as of which Debt is to be determined, including Capitalized Lease Obligations; (ii) all obligations of other Persons which such Person has guaranteed; (iii) all reimbursement obligations in connection with letters of credit or letter of credit guaranties issued for the account of such Person; and (iv) in the case of Borrower (without duplication), the Obligations. Deferred Acquisition Consideration - as defined in the GECC Documents. ---------------------------------- Default - an event or condition the occurrence of which would, with ------- the lapse of time or the giving of notice, or both, become an Event of Default. Default Rate - a fluctuating rate per annum which, on any date, is ------------ equal to the Prime Rate in effect for such date plus 2%. Deposit Account - a demand, time, savings, passbook, money market or --------------- other depository account, or a certificate of deposit, maintained Borrower with any bank, savings and loan association, credit union or other depository institution, but excluding any payroll account, other employee benefit account or trust account of Borrower. Distribution - in respect of any entity, (i) any payment of any ------------ dividends or other distributions on Equity Interests of the entity (except distributions in such Equity Interests) and (ii) any purchase, redemption or other acquisition or retirement for value of any Equity Interests of the entity or any Affiliate of the entity unless made contemporaneously from the net proceeds of the sale of Equity Interests. Divisions - collectively, the Original Division, the Argus Division, --------- the Xxxxx/Phoenix Division, the Xxxxxxxx Division, the XxXxxxxx Division, Xxxxxxxx and Harperprints (as each such term is defined in the GECC Documents). Document - shall have the meaning ascribed to the term "document" in -------- the UCC. Dollars and the sign "$" - lawful money of the United States of ------------------------ America. Dominion Account - a special account of Lender established by Borrower ---------------- pursuant to the Agreement at a bank selected by Borrower, but acceptable to Lender in its reasonable discretion, and over which Lender shall have sole and exclusive access and control for withdrawal purposes. EBITDA - for any Person for any Fiscal Quarter, without duplication, ------ the sum of the following for such period determined on a Consolidated basis: (i) Net Income, plus (ii) depreciation, plus (iii) amortization, ---- ---- plus (iv) all interest expense, plus (v) income tax expense, plus (vi) ---- ---- ---- other non-cash charges deducted in calculating Net Income (excluding extraordinary gains and losses). Eligible Account - an Account arising in the ordinary course of ---------------- Borrower's business from the sale of goods or group rendition of services which is payable in Dollars and which Lender, in its sole discretion, deems to be an Eligible Account. Without limiting the generality of the foregoing, no Account shall own beneficially be an Eligible Account if: (i) it arises out of a sale made by Borrower to a Subsidiary or an Affiliate of Borrower or to a Person controlled by an Affiliate of Borrower; (ii) it is due or unpaid more than 90 days after the original invoice date; (iii) 50% or more of the Accounts from the Account Debtor are not deemed Eligible Accounts hereunder; (iv) the total unpaid Accounts of the Account Debtor exceed 20% of the net amount of all Eligible Accounts or exceeds a credit limit established by Lender for such Account Debtor, in each case, to the extent of such excess; (v) any covenant, representation or warranty contained in the Agreement with respect to such Account has been breached; (vi) the Account Debtor is also Borrower's creditor or supplier, or the Account Debtor has disputed liability with respect to such Account or the Account otherwise is subject to any right of setoff, counterclaim, reserve or chargeback, to the extent of such offset, counterclaim, disputed amount, reserve or chargeback; (vii) it arises from a sale to an Account Debtor with its principal office, assets or place of business outside the United States; (viii) it arises from a sale to the Account Debtor on a xxxx-and-hold, guaranteed sale, sale-or-return, sale-on-approval, consignment or any other repurchase or return basis; (ix) the Account Debtor is the United States of America or any department, agency or instrumentality thereof, unless Borrower assigns its right to payment of such Account to Lender, in a manner satisfactory to Lender, so as to comply with the Assignment of Claims Act of 2940 (32 U.S.C. (S)3727 and 42 U.S.C. (S)25), or is a state, county or municipality, or a political subdivision or agency thereof and Applicable Law disallows or restricts an assignment of Accounts on which it is the Account Debtor; or (x) the Account is evidenced by chattel paper or an instrument that have not been endorsed and delivered to Lender. Eligible Acquisition - any transaction or series of transactions -------------------- pursuant to or as a result of which Borrower merges or consolidates with or otherwise acquire all or a substantial portion of the ownership interests or assets or properties of any Person of or a going concern business (as defined in Rule 13d-3 accordance with GAAP) (an "Acquisition") with respect to which ----------- all of the SEC under the Exchange Act or any successor provision thereto) more than 50% conditions set forth in Section 2.1.2 and all of the aggregate Voting Power of Parent; (b) during any period of 24 consecutive months, individuals who at the beginning of such period constituted the board of directors of a Borrower (together with any new director whose election by such board of directors or whose nomination for election by the shareholders of such Borrower was approved by vote of a majority of the directors of such Borrower then still conditions set forth below have been satisfied in office who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of such Borrower then in office; or (c) any "Change of Control," "Change in Control" or similar event or circumstance, however defined or designated, under any agreement or document governing any of the Senior Subordinated Notes or any of the Senior Convertible Notes shall occur.full:

Capitalized Lease Obligation. any Debt represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. Cash Collateral CASH COLLATERAL - cash or Cash Equivalents, and any interest earned thereon, that is deposited with Agent in accordance with the Agreement for the Pro Rata benefit of Lenders as security for the ObligationsObligations to the extent provided in the Agreement. Cash Collateral Account CASH COLLATERAL ACCOUNT - a demand deposit, money market or other account established by Agent at such financial institution as Agent may select in its discretion, which account shall be in Agent's name and subject to Agent's Liens for the Pro Rata benefit of Lenders. Cash Equivalents CASH EQUIVALENTS - (i) marketable direct obligations issued or unconditionally guaranteed by the United States government and backed by the full faith and credit of the United States government having maturities of not more than 12 months from the date of acquisition; (ii) domestic certificates of deposit and time deposits having maturities of not more than 12 months from the date of acquisition, bankers' acceptances having maturities of not more than 12 months from the date of acquisition and overnight bank deposits, in each case issued by any commercial bank organized under the laws of the United States, any state thereof or the District of Columbia, which at the time of acquisition are rated A-1 (or better) by S&P Standard & Poor's Corporation or P-1 (or better) by Xxxxx'xXxxxx'x Investors Services, Inc., and (unless issued by a Lender) not subject to offset rights in favor of such bank arising from any banking relationship with such bank; (iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (i) and (ii) entered into with any financial institution meeting the qualifications specified in clause (ii) above; and (iv) commercial paper having at the time of investment therein or a contractual commitment to invest therein a rating of A-1 (or better) by S&P Standard & Poor's Corporation or P-1 (or better) by Xxxxx'xXxxxx'x Investors Services, Inc., and having a maturity within 9 months after the date of acquisition thereof. Cash Management Agreements - any agreement entered into from time to time between a Borrower or any of its Subsidiaries, on the one hand, and Bank or any of its Affiliates or any other banking or financial institution, on the other, in connection with cash management services for operating, collections, payroll and trust accounts of such Borrower or its Subsidiaries provided by such banking or financial institution, including automatic clearinghouse services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services. CERCLA - the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. and its implementing regulations. Change of Control CHASE - The Chase Manhattan Bank or its successors or assigns. CHASE INTERCREDITOR AGREEMENT - the occurrence of any of Intercreditor Agreement in the following events after the date of the Agreement: (a) any Person or group shall own beneficially (form annexed hereto as defined in Rule 13d-3 of the SEC under the Exchange Act or any successor provision thereto) more than 50% of the aggregate Voting Power of Parent; (b) during any period of 24 consecutive monthsEXHIBIT K to be entered into between Chase and Agent, individuals who at the beginning of such period constituted the board of directors of a Borrower (together with any new director whose election and acknowledged and consented to by such board of directors or whose nomination for election by the shareholders of such Borrower was approved by vote of a majority of the directors of such Borrower then still in office who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of such Borrower then in office; or (c) any "Change of Control," "Change in Control" or similar event or circumstance, however defined or designated, under any agreement or document governing any of the Senior Subordinated Notes or any of the Senior Convertible Notes shall occurMetromedia and Borrower.

Capitalized Lease Obligation. any Debt represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP and the amount of such obligation shall be the capitalized amount thereof determined in accordance with GAAP. Cash Collateral - cash or Cash Equivalents, and any interest earned thereon, that is deposited with Agent in accordance with the this Agreement for the Pro Rata benefit of Lenders as security for any of the Obligations. Cash Collateral Account - a demand deposit, money market or other account established by Agent at such financial institution as Agent may select in its discretion, which account shall be in Agent's ’s name and subject to Agent's Liens for the Pro Rata benefit of Lenders’s Liens. Cash Equivalents - (i) marketable direct obligations issued or unconditionally guaranteed by the government of the United States government and backed by the full faith and credit of the government of the United States government having maturities of not more than 12 months from the date of acquisition; (ii) domestic certificates of deposit and time deposits having maturities of not more than 12 months from the date of acquisition, bankers' ’ acceptances having maturities of not more than 12 months from the date of acquisition and overnight bank deposits, in each case issued by any commercial bank organized under the laws of Canada or of the United States, any state thereof or the District of Columbia, which at the time of acquisition are rated A-1 (or better) by S&P or P-1 (or better) by Xxxxx'xMoody’x, and xxx (unless issued by a Lender) not subject to offset rights in favor of such bank arising from any banking relationship with such bank; (iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (i) and (ii) entered into with any financial institution meeting the qualifications specified in clause (ii) above; and (iv) commercial paper having at the time of investment therein or a contractual commitment to invest therein a rating of A-1 (or better) by S&P or P-1 (or better) by Xxxxx'xMoody’x, and xxx having a maturity within 9 months after the date of acquisition thereof. Cash Management Agreements Event - any agreement entered into from time shall have the meaning ascribed to time between a Borrower or any of its Subsidiaries, on it in Section 8.2.5(ii). Cash Management Reinstatement Event - shall have the one hand, and Bank or any of its Affiliates or any other banking or financial institution, on the other, meaning ascribed to it in connection with cash management services for operating, collections, payroll and trust accounts of such Borrower or its Subsidiaries provided by such banking or financial institution, including automatic clearinghouse services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer servicesSection 8.2.5(ii). CERCLA - the Comprehensive Environmental Response Response, Compensation and Liability Act, 42 U.S.C. Section § 9601 et seq. and its implementing regulations. Change of Control - the occurrence of any of the following events after the date of the Agreementevents: (ai) C&D Fund IV, CD&R, and BRS Fund II and any Person or group of their respective Affiliates (other than Affiliates that are portfolio companies) shall cease to own beneficially (as defined directly, of record and beneficially, in Rule 13d-3 the aggregate, shares of the SEC under the Exchange Act or any successor provision thereto) Voting Stock having more than 50% of the aggregate total voting power of all outstanding shares of Voting Power Stock of ParentHolding; (bii) during any period a “change of 24 consecutive monthscontrol” under and as defined in the New Senior Notes Indenture shall occur; and (iii) Holding shall cease to own and control directly, individuals who at the beginning of such period constituted the board record and beneficially, 100% of directors each class of a outstanding capital stock of Borrower free and clear of all Liens (together with any new director whose election by such board of directors except Liens created or whose nomination for election permitted by the shareholders of such Borrower was approved by vote of a majority of the directors of such Borrower then still in office who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of such Borrower then in office; or (c) any "Change of Control," "Change in Control" or similar event or circumstance, however defined or designated, under any agreement or document governing any of the Senior Subordinated Notes or any of the Senior Convertible Notes shall occurHolding Stock Pledge Agreement).

Capitalized Lease Obligation. any Debt represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. Cash Collateral - cash or Cash Equivalents, and any interest earned thereon, that is deposited with Agent in accordance with the Agreement for the Pro Rata benefit of Lenders as security for the Obligations. Cash Collateral Account - a demand deposit, money market or other account established by Agent at such financial institution as Agent may select in its discretion, which account shall be in Agent's name and subject to Agent's Liens for the Pro Rata benefit of Lenders. Cash Equivalents - (i) marketable direct obligations issued or unconditionally guaranteed by the United States government and backed by the full faith and credit of the United States government having maturities of not more than 12 months from the date of acquisition; (ii) domestic certificates of deposit and time deposits having maturities of not more than 12 months from the date of acquisition, bankers' acceptances having maturities of not more than 12 months from the date of acquisition and overnight bank deposits, in each case issued by any commercial bank organized under the laws of the United States, any state thereof or the District of Columbia, which at the time of acquisition are rated A-1 (or better) by S&P or P-1 (or better) by Xxxxx'x, and (unless issued by a Lender) not subject to offset rights in favor of such bank arising from any banking relationship with such bank; (iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (i) and (ii) entered into with any financial institution meeting the qualifications specified in clause (ii) above; and (iv) commercial paper having at the time of investment therein or a contractual commitment to invest therein a rating of A-1 (or better) by S&P or P-1 (or better) by Xxxxx'x, and having a maturity within 9 months after the date of acquisition thereof. Cash Management Agreements - any agreement entered into from time to time between a Borrower or any of its Subsidiaries, on the one hand, and Bank or any of its Affiliates or any other banking or financial institution, on the other, in connection with cash management services for operating, collections, payroll and trust accounts of such Borrower or its Subsidiaries provided by such banking or financial institution, including automatic clearinghouse services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services. CERCLA - the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section ' 9601 et seq. and its implementing regulations. Change of Control - (i) the occurrence Xxxxxxxx Family shall cease to have Control of Borrower; or (ii) Borrower shall cease to own and control 100% of the Equity Interests of any of the following events after the date of the Agreement: AmTex, C-Knit, Dixie Export, Dixie Funding, Dixie Funding II, Fabrica International, Bretlin or Chroma Technologies; or (aiii) any Person or group Bretlin shall cease to own beneficially (as defined in Rule 13d-3 of the SEC under the Exchange Act or any successor provision thereto) more than 50and control 100% of the aggregate Voting Power Equity Interests of Parent; (b) during any period of 24 consecutive months, individuals who at the beginning of such period constituted the board of directors of a Borrower (together with any new director whose election by such board of directors or whose nomination for election by the shareholders of such Borrower was approved by vote of a majority of the directors of such Borrower then still in office who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of such Borrower then in office; or (c) any "Change of Control," "Change in Control" or similar event or circumstance, however defined or designated, under any agreement or document governing any of the Senior Subordinated Notes Candlewick, Dixie Logistics or any of the Senior Convertible Notes shall occurXxxxxxx.

Capitalized Lease Obligation. any Debt represented by ---------------------------- obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. Cash Collateral - cash or Cash Equivalents, and any interest --------------- earned thereon, that is deposited with Agent in accordance with the Agreement for the Pro Rata benefit of Lenders as security for the ObligationsObligations to the extent provided in the Agreement. Cash Collateral Account - a demand deposit, money market or ----------------------- other account established by Agent at such financial institution as Agent may select in its discretion, which account shall be in Agent's name and subject to Agent's Liens for the Pro Rata benefit of Lenders. Cash Equivalents - (i) marketable direct obligations issued ---------------- or unconditionally guaranteed by the United States government and backed by the full faith and credit of the United States government having maturities of not more than 12 months from the date of acquisition; (ii) domestic certificates of deposit and time deposits having maturities of not more than 12 months from the date of acquisition, bankers' acceptances having maturities of not more than 12 months from the date of acquisition and overnight bank deposits, in each case issued by any commercial bank organized under the laws of the United States, any state thereof or the District of Columbia, which at the time of acquisition are rated A-1 (or better) by S&P Standard & Poor's Corporation or P-1 (or better) by Xxxxx'xXxxxx'x Investors Services, Inc., and (unless issued by a Lender) not subject to offset rights in favor of such bank arising from any banking relationship with such bank; (iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (i) and (ii) entered into with any financial institution meeting the qualifications specified in clause (ii) above; and (iv) commercial paper having at the time of investment therein or a contractual commitment to invest therein a rating of A-1 (or better) by S&P Standard & Poor's Corporation or P-1 (or better) by Xxxxx'xXxxxx'x Investors Services, Inc., and having a maturity within 9 months after the date of acquisition thereof. Cash Management Agreements - any agreement entered into from time to time between a Borrower or any of its Subsidiaries, on the one hand, and Bank or any of its Affiliates or any other banking or financial institution, on the other, in connection with cash management services for operating, collections, payroll and trust accounts of such Borrower or its Subsidiaries provided by such banking or financial institution, including automatic clearinghouse services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services. CERCLA - the Comprehensive Environmental Response ------ Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. and its implementing regulations. Change Chattel Paper - shall have the meaning ascribed to the term ------------- "chattel paper" in the UCC. Claims - any and all claims, demands, liabilities, ------ obligations, losses, damages, penalties, actions, judgments, suits, awards, remedial response, costs, expenses or disbursements of Control any kind or nature whatsoever (including reasonable attorneys', accountants' or consultants' fees and expenses), whether arising under or in connection with the Loan Documents, under any Applicable Law (including any Environmental Law) or otherwise, that may now or hereafter be suffered or incurred by a Person. Closing Date - the date on which all of the conditions ------------ precedent in Section 10 of the Agreement are satisfied and the initial Loans are made under the Agreement. Collateral - all of the Property and interests in Property ---------- described in Section 6 of the Agreement, and all other Property and interests in Property that now or hereafter secure the payment and performance of any of the Obligations. Commitment - at any date for any Lender, the aggregate amount ---------- of such Lender's Revolver Commitment and Equipment Loan Commitment and "Commitments" means the aggregate amount of all Revolver Commitments and Equipment Loan Commitments. Commitment Termination Date - the date that is the soonest to --------------------------- occur of (i) the last day of the Original Term, (ii) the date on which an order for relief under any chapter of the Bankruptcy Code is entered (or deemed entered) upon any petition for such relief that is filed by or against any Borrower or any Obligor, (iii) the date on which Agent elects to terminate the Commitments pursuant to Section 5.2.1 of the Agreement as a consequence of the occurrence of any Event of the following events after Default, or (iv) the date on which Borrowers elect to terminate the Commitments pursuant to Section 5.2.2 of the Agreement: (a) any Person . Compliance Certificate - a Compliance Certificate to be ---------------------- provided by Borrowers to Agent in accordance with, and in the form annexed as Exhibit E to the Agreement. --------- Congress - Congress Financial Corporation, a California -------- corporation. Consolidated - the consolidation in accordance with GAAP of ------------ the accounts or group shall own beneficially (other items as defined in Rule 13d-3 of the SEC under the Exchange Act or any successor provision thereto) more than 50% of the aggregate Voting Power of Parent; (b) during any period of 24 consecutive months, individuals who at the beginning of to which such period constituted the board of directors of a Borrower (together with any new director whose election by such board of directors or whose nomination for election by the shareholders of such Borrower was approved by vote of a majority of the directors of such Borrower then still in office who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of such Borrower then in office; or (c) any "Change of Control," "Change in Control" or similar event or circumstance, however defined or designated, under any agreement or document governing any of the Senior Subordinated Notes or any of the Senior Convertible Notes shall occurterm applies.

Capitalized Lease Obligation. any Debt represented by obligations under a ---------------------------- lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. Cash Collateral - cash or Cash Equivalents, and any interest earned thereon, that is deposited with Agent in accordance with the Agreement for the Pro Rata benefit of Lenders as security for the Obligations. Cash Collateral Account - a demand deposit, money market or other account established by Agent at such financial institution as Agent may select in its discretion, which account shall be in Agent's name and subject to Agent's Liens for the Pro Rata benefit of Lenders. Cash Equivalents - (i) marketable direct obligations issued or ------------------ unconditionally guaranteed by the United States government and backed by the full faith and credit of the United States government having maturities of not more than 12 months from the date of acquisition; (ii) domestic certificates of deposit and time deposits having maturities of not more than 12 months from the date of acquisition, bankers' acceptances having maturities of not more than 12 months from the date of acquisition and overnight bank deposits, in each case issued by any commercial bank organized under the laws of the United States, any state thereof or the District of Columbia, which at the time of acquisition are rated A-1 (or better) by S&P or Standard & Poor's Corporation of P-1 (or better) by Xxxxx'xMoody's Investors Services, Inc., and (unless issued by a Lender) not subject to offset rights offsex xxxxts in favor of such bank arising from any banking relationship with such bank; (iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (i) and (ii) above entered into with any financial institution meeting the qualifications specified in clause (ii) above; and (iv) commercial paper having at the time of investment therein or a contractual commitment to invest therein a rating of A-1 (or better) by S&P Standard & Poor's Corporation or P-1 (or better) by Xxxxx'xMoody's Investors Services, Inc., and having a maturity within 9 months xxxxxx after the date of acquisition thereof. Cash Management Agreements Flow - cash revenues of an A&D Borrower in relation to a particular --------- A&D Project, less cash expenditures and other outlays by such A&D Borrower in relation to such A&D Project. Chattel Paper - shall have the meaning ascribed to the term "chattel -------------- paper" in the UCC. Claims - any agreement entered into from time to time between a Borrower and all claims, demands, liabilities, obligations, losses, ------ damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any of its Subsidiarieskind or nature whatsoever (including reasonable attorneys' fees and expenses), on the one hand, and Bank whether arising under or any of its Affiliates or any other banking or financial institution, on the other, in connection with cash management services for operatingthe Loan Documents, collectionsany Transaction Documents, payroll and trust accounts of such Borrower any Applicable Laws (including any Environmental Law) or its Subsidiaries provided by such banking or financial institution, including automatic clearinghouse services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer servicesotherwise. CERCLA Closing Date - the Comprehensive Environmental Response Compensation date on which all of the conditions precedent in ------------- Section 9 of this Agreement are satisfied and Liability Actthe initial Revolver Loan is made under this Agreement. Collateral - all of the Property and interests in Property described in ---------- Section 6 of this Agreement, 42 U.S.C. Section 9601 et seq. and its implementing regulations. Change of Control - all other Property and interests in Property that now or hereafter secure the occurrence payment and performance of any of the following events after Obligations. Compliance Certificate - a Compliance Certificate in the form of Exhibit E ---------------------- --------- hereto. Concentration Accounts - the 2 bank accounts to be established on or about ---------------------- the date of this Agreement by Borrowers at Bank One or such other financial institution (or financial institutions) acceptable to Lender, as provided in Section 4.4 of this Agreement, which accounts shall constitute the Agreement: (a) any Person or group depository accounts for all payments and proceeds with respect to Pledged Loans and Pledged Loan Collateral, shall own beneficially (as defined in Rule 13d-3 be collaterally assigned to Lender pursuant to the Deposit Account Assignments, and shall be the subject of the SEC under Payment Direction Agreements. Consolidated - the Exchange consolidation in accordance with GAAP of assets and ------------ liabilities. Consumer Laws - all federal, state or local laws, rules or regulations -------------- that govern or relate to the rights or protections of consumers, including the Truth in Lending Act (and Regulation Z promulgated by the Federal Reserve Board pursuant thereto), the Equal Credit Opportunity Act (and Regulation by promulgated by the Federal Reserve Board pursuant thereto), the Consumer Credit Protection Act of 1968, the Real Estate Settlement Procedures Act of 1974, the Fair Debt Collection Practices Act, all Land Sales Laws, and all Applicable Laws regulating the amount of interest fees or any successor provision thereto) more than 50% of other charges that may be assessed against or collected from consumers. Credit Facilities - Facility A and Facility B. ----------------- Credit Limit - for each Pledged Loan, the aggregate Voting Power of Parent; (b) during any period of 24 consecutive months, individuals who at amount initially established in ------------ the beginning Transaction Documents relating to such Pledged Loan as the maximum amount of such period constituted Pledged Loan (in the board case of directors an A&D Loan) or line of credit for such Pledged Loan (in the case of a Borrower (together with any new director whose election by such board of directors or whose nomination for election by the shareholders of such Borrower was approved by vote of a majority of the directors of such Borrower then still in office who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of such Borrower then in office; or (c) any "Change of Control," "Change in Control" or similar event or circumstance, however defined or designated, under any agreement or document governing any of the Senior Subordinated Notes or any of the Senior Convertible Notes shall occurHypothecation Loan).

Capitalized Lease Obligation. any Debt represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. Cash Collateral - cash or Cash Equivalents, and any interest earned thereon, that is deposited with Agent in accordance with the Agreement for the Pro Rata benefit of Lenders as security for the Obligations. Cash Collateral Account - a demand deposit, money market or other account established by Agent at such financial institution as Agent may select in its discretion, which account shall be in Agent's name and subject to Agent's Liens for the Pro Rata benefit of Lenders. Cash Equivalents - (i) marketable direct obligations issued or unconditionally guaranteed by the United States government and backed by the full faith and credit of the United States government having maturities of not more than 12 22 months from the date of acquisition; (ii) domestic certificates of deposit and time deposits having maturities of not more than 12 22 months from the date of acquisition, bankers' acceptances having maturities of not more than 12 22 months from the date of acquisition and overnight bank deposits, in each case issued by any commercial bank organized under the laws of the United States, any state thereof or the District of Columbia, which at the time of acquisition are rated A-1 A-2 (or better) by S&P Standard & Poor's Corporation or P-1 P-2 (or better) by Xxxxx'xXxxxx'x Investors Services, Inc., and (unless issued by a Lender) not subject to offset rights in favor of such bank arising from any banking relationship with such bank; (iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (i) and (ii) entered into with any financial institution meeting the qualifications specified in clause (ii) above; and (iv) commercial paper having at the time of investment therein or a contractual commitment to invest therein a rating of A-1 A-2 (or better) by S&P Standard & Poor's Corporation or P-1 P-2 (or better) by Xxxxx'xXxxxx'x Investors Services, Inc., and having a maturity within 9 months after the date of acquisition thereof. Cash Management Agreements - any agreement entered into from time to time between a Borrower or any of its Subsidiaries, on the one hand, and Bank or any of its Affiliates or any other banking or financial institution, on the other, in connection with cash management services for operating, collections, payroll and trust accounts of such Borrower or its Subsidiaries provided by such banking or financial institution, including automatic clearinghouse services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services. CERCLA - the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section 9601 ' 9602 et seq. and its implementing regulations. Change Chattel Paper - shall have the meaning ascribed to the term "chattel paper" in the UCC. Claims - any and all claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, awards, remedial response, costs, expenses or disbursements of Control any kind or nature whatsoever (including reasonable attorneys', accountants' or consultants' fees and expenses), whether arising under or in connection with the Loan Documents, under any Applicable Law (including any Environmental Law) or otherwise, that may now or hereafter be suffered or incurred by a Person. Closing Date - the occurrence date on which all of the conditions precedent in Section 10 hereof are satisfied and the initial Loan is made under this Agreement. Collateral - all of the Property and interests in Property described in Section 6 hereof, and all other Property and interests in Property that now or hereafter secure the payment and performance of any of the following events after the date of the Agreement: (a) any Person or group shall own beneficially (as defined in Rule 13d-3 of the SEC under the Exchange Act or any successor provision thereto) more than 50% of the aggregate Voting Power of Parent; (b) during any period of 24 consecutive months, individuals who at the beginning of such period constituted the board of directors of a Borrower (together with any new director whose election by such board of directors or whose nomination for election by the shareholders of such Borrower was approved by vote of a majority of the directors of such Borrower then still in office who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of such Borrower then in office; or (c) any "Change of Control," "Change in Control" or similar event or circumstance, however defined or designated, under any agreement or document governing any of the Senior Subordinated Notes or any of the Senior Convertible Notes shall occurObligations.

Capitalized Lease Obligation. any Debt represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. Cash Collateral - cash or Cash Equivalents, and any interest earned thereon, that is deposited with Agent in accordance with the Agreement for the Pro Rata benefit of Lenders as security for the Obligations. Cash Collateral Account - a demand deposit, money market or other account established by Agent at such financial institution as Agent may select in its discretion, which account shall be in Agent's ’s name and subject to Agent's ’s Liens for the Pro Rata benefit of Lenders. Cash Equivalents - (i) marketable direct obligations issued or unconditionally guaranteed by the United States government and backed by the full faith and credit of the United States government having maturities of not more than 12 months from the date of acquisition; (ii) domestic certificates of deposit and time deposits having maturities of not more than 12 months from the date of acquisition, bankers' ’ acceptances having maturities of not more than 12 months from the date of acquisition and overnight bank deposits, in each case issued by any commercial bank organized under the laws of the United States, any state thereof or the District of Columbia, which at the time of acquisition are rated A-1 (or better) by S&P or P-1 (or better) by Xxxxx'xXxxxx’x, and (unless issued by a Lender) not subject to offset rights in favor of such bank arising from any banking relationship with such bank; (iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (i) and (ii) entered into with any financial institution meeting the qualifications specified in clause (ii) above; and (iv) commercial paper having at the time of investment therein or a contractual commitment to invest therein a rating of A-1 (or better) by S&P or P-1 (or better) by Xxxxx'xXxxxx’x, and having a maturity within 9 months after the date of acquisition thereof. Cash Management Agreements - any agreement entered into from time to time between a Borrower or any of its Subsidiaries, on the one hand, and Bank or any of its Affiliates or any other banking or financial institution, on the other, in connection with cash management services for operating, collections, payroll and trust accounts of such Borrower or its Subsidiaries provided by such banking or financial institution, including automatic clearinghouse services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services. CERCLA - the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section § 9601 et seq. and its implementing regulations. Change of Control - the occurrence of any of the following events after the date of the Agreement: (a) any Person or group shall own beneficially (as defined in Rule 13d-3 of the SEC under the Exchange Act or any successor provision thereto) more than 50% of the aggregate Voting Power of ParentSRC (other than an ownership by any Person or group who beneficially own in excess of 10% of the aggregate Voting Power of SRC on the date hereof; or (b) during any period of 24 consecutive months, individuals who at the beginning of such period constituted the board of directors of a Borrower (together with any new director whose election by such board of directors or whose nomination for election by the shareholders of such Borrower was approved by vote of a majority of the directors of such Borrower then still in office who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of such Borrower then in office; or (c) any "“Change of Control," "” “Change in Control" ” or similar event or circumstance, however defined or designated, under any agreement or document governing any Debt shall occur. Chattel Paper - shall have the meaning given to “chattel paper” in the UCC to the extent such meaning relates to Inventory or Accounts. Claims - any and all claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, awards, remedial response costs, expenses or disbursements of any kind or nature whatsoever (including reasonable attorneys’, accountants’, consultants’ or paralegals’ fees and expenses), whether arising under or in connection with the Loan Documents, any Applicable Law (including any Environmental Laws) or otherwise, that may now or hereafter be suffered or incurred by a Person and whether suffered or incurred in or as a result of any investigation, litigation, arbitration or other judicial or non-judicial proceeding or any appeals related thereto. Closing Date - the date on which all of the Senior Subordinated Notes or conditions precedent in Section 10 of the Agreement are satisfied and the initial Loans are made under the Agreement. Collateral - all of the Property and interests in Property in which a security interest is granted in Sections 6.1 and 6.2 of the Agreement and all Property described in any of the Senior Convertible Notes shall occurSecurity Documents as security for the payment or performance of any of the Obligations.

Capitalized Lease Obligation. any Debt represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. Cash Collateral - cash or Cash Equivalents, and any interest earned thereon, that is deposited with Agent Lender in accordance with the Agreement for the Pro Rata benefit of Lenders as security for the ObligationsObligations to the extent provided in the Agreement. Cash Collateral Account - a demand deposit, money market or other account established by Agent Lender at such financial institution as Agent Lender may select in its discretion, which account shall be in Agent's Lender’s name and subject to Agent's Liens for the Pro Rata benefit of LendersLender’s Liens. Cash Equivalents - (i) marketable direct obligations issued or unconditionally guaranteed by the United States government and backed by the full faith and credit of the United States government having maturities of not more than 12 months from the date of acquisition; (ii) domestic certificates of deposit and time deposits having maturities of not more than 12 months from the date of acquisition, bankers' ’ acceptances having maturities of not more than 12 months from the date of acquisition and overnight bank deposits, in each case issued by any commercial bank organized under the laws of the United States, any state thereof or the District of Columbia, which at the time of acquisition are rated A-1 (or better) by S&P or P-1 (or better) by Xxxxx'xXxxxx’x, and (unless issued by a Lender) not subject to offset rights in favor of such bank arising from any banking relationship with such bank; (iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (i) and (ii) entered into with any financial institution meeting the qualifications specified in clause (ii) above; and (iv) commercial paper having at the time of investment therein or a contractual commitment to invest therein a rating of A-1 (or better) by S&P or P-1 (or better) by Xxxxx'xXxxxx’x, and having a maturity within 9 months after the date of acquisition thereof. Cash Management Agreements - any agreement entered into from time to time between a Borrower or any of its Subsidiaries, on the one hand, and Bank or any of its Affiliates or any other banking or financial institution, on the other, in connection with cash management services for operating, collections, payroll and trust accounts of such Borrower or its Subsidiaries provided by such banking or financial institution, including automatic clearinghouse services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services. CERCLA - the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section § 9601 et seq. and its implementing regulations. Change Chapter 11 Case - as defined in the Recitals to the Agreement. Chattel Paper - shall have the meaning ascribed to the term “chattel paper” in the UCC. Claims - any and all claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, awards, remedial response costs, expenses or disbursements of Control any kind or nature whatsoever (including reasonable attorneys’, accountants’, consultants’ or paralegals’ fees and expenses), whether arising under or in connection with the DIP Financing Documents, any Applicable Law (including any Environmental Laws) or otherwise, that may be suffered or incurred by a Person prior to, on or after the Petition Date and whether suffered or incurred in or as a result of any investigation, litigation, arbitration or other judicial or non-judicial proceeding or any appeals related thereto. Closing Date - the occurrence date on which all of the conditions precedent in Section 10.1 of the Agreement are satisfied and the initial Loans are made under the Agreement. Collateral - all of the Property and interests in Property of Borrower that are described in Section 6 of the Agreement, and all other Property and interests in Property that now or hereafter secure the payment and performance of any of the following events Obligations, whether or not such Property or interest in Property was in existence on or acquired by Borrower after the Petition Date. Commercial Tort Claim - shall have the meaning ascribed to “commercial tort claim” in the UCC. Commitment Termination Date - the date that is the soonest to occur of: (i) the last day of the DIP Term, (ii) the effective date of any Acceptable Plan or the date of entry of a Confirmation Order with respect to any other Reorganization Plan, (iii) the effective date of any sale of all or a substantial part of the Collateral, (iv) the date on which Lender terminates the DIP Facility pursuant to Section 5.2.1 of the Agreement: , (av) any Person or group shall own beneficially (as defined in Rule 13d-3 the date on which Borrower elects to terminate the Agreement pursuant to Section 5.2.2 of the SEC under Agreement or (vi) the Exchange Act date on which Lender is granted relief from the automatic stay. Committee - a creditors’ or any successor provision thereto) more than 50% of equity security holders’ committee appointed in the aggregate Voting Power of Parent; (b) during any period of 24 consecutive months, individuals who at the beginning of such period constituted the board of directors of a Borrower (together with any new director whose election by such board of directors or whose nomination for election Chapter 11 Case by the shareholders of such Borrower was approved by vote of a majority of the directors of such Borrower then still in office who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of such Borrower then in office; or (c) any "Change of Control," "Change in Control" or similar event or circumstance, however defined or designated, under any agreement or document governing any of the Senior Subordinated Notes or any of the Senior Convertible Notes shall occurU. S. Trustee.

Capitalized Lease Obligation. any Debt represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. Cash Collateral - cash money, currency or Cash Equivalents, and any interest earned thereon, that is deposited with Agent a credit balance in accordance with the Agreement for the Pro Rata benefit of Lenders as security for the Obligations. Cash Collateral Account - a demand deposit, money market or other account established by Agent at such financial institution as Agent may select in its discretion, which account shall be in Agent's name and subject to Agent's Liens for the Pro Rata benefit of LendersDeposit Account. Cash Equivalents - (i) marketable direct obligations issued or unconditionally guaranteed by the United States government and backed by the full faith and credit of the United States government having maturities of not more than 12 months from the date of acquisitionmonths; (ii) domestic certificates of deposit and time deposits having maturities of not more than 12 months from the date of acquisitionmonths, bankers' acceptances having maturities of not more than 12 months from the date of acquisition and overnight bank deposits, in each case issued by any commercial bank organized under the laws of the United States, any state thereof or the District of Columbia, which at the time of acquisition are rated A-1 (or better) by S&P Standard & Poor's Corporation or P-1 (or better) by Xxxxx'xMoodx'x Xxxestors Services, Inc., and (unless issued by a Lender) not subject to offset rights in favor of such bank arising from any banking relationship with such bank; (iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (i) and (ii) entered into with any financial institution meeting the qualifications specified in clause (ii) above; and (iv) commercial paper having at the time of investment therein or a contractual commitment to invest therein a rating of A-1 (or better) by S&P Standard & Poor's Corporation or P-1 (or better) by Xxxxx'xMoodx'x Xxxestors Services, Inc., and having a maturity within of not more than 9 months after the date of acquisition thereofmonths. Cash Management Agreements Collateral - any agreement entered into from time to time between a Borrower cash or any of its Subsidiaries, on the one handCash Equivalents, and Bank any interest earned thereon, that is deposited with Agent in accordance with the Agreement for the Pro Rata benefit of Lenders as security for the Obligations to the extent provided in the Agreement. Cash Collateral Account - a demand deposit, money market or any other account established by Agent at such financial institution as Agent may select in its discretion, which account shall be in Agent's name and subject to Agent's Liens for the Pro Rata benefit of its Affiliates or any other banking or financial institution, on the other, in connection with cash management services for operating, collections, payroll and trust accounts of such Borrower or its Subsidiaries provided by such banking or financial institution, including automatic clearinghouse services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer servicesLenders. CERCLA - the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. and its implementing regulations. Change of Control - the occurrence of any of the following events after the date of the Agreement: (a) any Person or group shall own beneficially (as defined in Rule 13d-3 of the SEC under the Exchange Act or any successor provision thereto) more than 50% of the aggregate Voting Power of Parent; (b) during any period of 24 consecutive months, individuals who at the beginning of such period constituted the board of directors of a Borrower (together with any new director whose election by such board of directors or whose nomination for election by the shareholders of such Borrower was approved by vote of a majority of the directors of such Borrower then still in office who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of such Borrower then in office; or (c) any "Change of Control," "Change in Control" or similar event or circumstance, however defined or designated, under any agreement or document governing any of the Senior Subordinated Notes or any of the Senior Convertible Notes shall occur.

Capitalized Lease Obligation. any Debt represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. Cash Collateral - cash or Cash Equivalents, and any interest earned thereon, that is deposited with Agent in accordance with the Agreement for the Pro Rata benefit of Lenders as security for to Cash Collateralize the Obligations. Cash Collateral Account - a demand deposit, money market or other account established by Agent at such financial institution as Agent may select in its discretion, which account shall be in Agent's ’s name and subject to a Lien in favor of Agent's Liens . Cash Collateralize - the delivery of cash to Agent, as security for the Pro Rata benefit payment of LendersObligations, in an amount equal to (i) with respect to Letter of Credit Outstandings, 105% of the aggregate Letter of Credit Outstandings, and (b) with respect to any inchoate, contingent or other Obligations (including Bank Product Obligations), Agent’s good faith estimate of the amount due or to become due, including fees, expenses and indemnification hereunder. Cash Equivalents - (i) marketable direct obligations issued or unconditionally guaranteed by the United States government and backed by the full faith and credit of the United States government having maturities of not more than 12 months from the date of acquisition; (ii) domestic certificates of deposit and time deposits having maturities of not more than 12 months from the date of acquisition, bankers' ’ acceptances having maturities of not more than 12 months from the date of acquisition and overnight bank deposits, in each case issued by Bank or any commercial bank organized under the laws of the United States, any state thereof or the District of Columbia, which at the time of acquisition are rated A-1 (or better) by S&P or P-1 (or better) by Xxxxx'xXxxxx’x, and (unless issued by a Lender) not subject to offset rights in favor of such bank arising from any banking relationship with such bank; (iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (i) and (ii) entered into with any financial institution meeting the qualifications specified bank described in clause (ii) above; and (iv) commercial paper issued by Bank or having at the time of investment therein or a contractual commitment to invest therein a rating of A-1 (or better) by S&P or P-1 (or better) by Xxxxx'xXxxxx’x, and having a maturity within 9 months after the date of acquisition thereof. Cash Management Agreements Services - any agreement entered into services provided from time to time between a Borrower or by any of its Subsidiaries, on the one hand, and Bank Lender or any of its Affiliates to any Borrower or any other banking or financial institution, on the other, Subsidiary in connection with cash management services for operating, collections, payroll and trust accounts of such Borrower payroll, trust, or its Subsidiaries provided by such banking other depository or financial institutiondisbursement accounts, including automatic clearinghouse servicesautomated clearinghouse, controlled disbursement servicese-payable, electronic funds transfer servicestransfer, wire transfer, controlled disbursement, overdraft, depository, information reporting servicesreporting, lockbox services, and stop payment services and wire transfer services. CERCLA - the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section § 9601 et seq. and its implementing regulations. Change of Control in Law - the occurrence of any of the following events occurrence, after the date hereof, of the Agreement: (a) the adoption, taking effect or phasing in of any Person law, rule, regulation or group shall own beneficially (as defined in Rule 13d-3 of the SEC under the Exchange Act or any successor provision thereto) more than 50% of the aggregate Voting Power of Parenttreaty; (b) during any period of 24 consecutive monthschange in any law, individuals who at rule, regulation or treaty or in the beginning of such period constituted the board of directors of a Borrower (together with any new director whose election by such board of directors administration, interpretation or whose nomination for election by the shareholders of such Borrower was approved by vote of a majority of the directors of such Borrower then still in office who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of such Borrower then in officeapplication thereof; or (c) the making, issuance or application of any "Change request, guideline, requirement or directive (whether or not having the force of Control," "law) by any Governmental Authority; provided, however, that “Change in Control" or similar event or circumstanceLaw” shall include, however defined or designated, under any agreement or document governing any regardless of the Senior Subordinated Notes date enacted, adopted or issued, all requests, rules, guidelines, requirements or directives (i) under or relating to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, or (ii) promulgated pursuant to Basel III by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any of the Senior Convertible Notes shall occursimilar authority) or any other Governmental Authority.

Capitalized Lease Obligation. any Debt represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. Cash Collateral - cash or Cash Equivalents, and any interest earned thereon, that is deposited with Agent in accordance with the Agreement for the Pro Rata benefit of Lenders as security for the Obligations. Cash Collateral Account - a demand deposit, money market or other account established by Agent at such financial institution as Agent may select in its discretion, which account shall be in Agent's name and subject to Agent's Liens for the Pro Rata benefit of Lenders. Cash Distributions - an amount equal to the cash received by Borrower from non-Consolidated entities. Cash Equivalents - (i) marketable direct obligations issued or unconditionally guaranteed by the United States government and backed by the full faith and credit of the United States government having maturities of not more than 12 months from the date of acquisition; (ii) domestic certificates of deposit and time deposits having maturities of not more than 12 months from the date of acquisition, bankers' acceptances having maturities of not more than 12 months from the date of acquisition and overnight bank deposits, in each case issued by any commercial bank organized under the laws of the United States, any state thereof or the District of Columbia, which at the time of acquisition are rated A-1 (or better) by S&P or P-1 (or better) by Xxxxx'x, and (unless issued by a Lender) not subject to offset rights in favor of such bank arising from any banking relationship with such bank; (iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (i) and (ii) entered into with any financial institution meeting the qualifications specified in clause (ii) above; and (iv) commercial paper having at the time of investment therein or a contractual commitment to invest therein a rating of A-1 (or better) by S&P or P-1 (or better) by Xxxxx'x, and having a maturity within 9 months after the date of acquisition thereof. Cash Management Agreements - Services- any agreement entered into services provided from time to time between a by BofA or any of its Affiliates to Borrower or any of its Subsidiaries, on the one hand, and Bank or any of its Affiliates or any other banking or financial institution, on the other, Subsidiaries in connection with cash management services for operating, collections, payroll and payroll, trust accounts of such Borrower or its Subsidiaries provided by such banking other depository or financial institutiondisbursements accounts, including automatic clearinghouse servicesautomated clearinghouse, controlled disbursement servicese-payable, electronic funds transfer servicestransfer, wire transfer, controlled disbursement, overdraft, depository, information reporting servicesreporting, lockbox services, and stop payment services and wire transfer services. CERCLA - the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section § 9601 et seq. and its implementing regulations. Change of Control - (i) the occurrence Xxxxxxxx Family shall cease to have Control of Borrower; (ii) Borrower shall cease to own and control 100% of the Equity Interests of any of the following events after the date of the Agreement: C-Knit, Fabrica, Bretlin and Masland; or (aiii) any Person or group Bretlin shall cease to own beneficially (as defined in Rule 13d-3 of the SEC under the Exchange Act or any successor provision thereto) more than 50and control 100% of the aggregate Voting Power Equity Interests of Parent; (b) during any period of 24 consecutive months, individuals who at the beginning of such period constituted the board of directors of a Borrower (together with any new director whose election by such board of directors or whose nomination for election by the shareholders of such Borrower was approved by vote of a majority of the directors of such Borrower then still in office who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of such Borrower then in office; or (c) any "Change of Control," "Change in Control" or similar event or circumstance, however defined or designated, under any agreement or document governing any of the Senior Subordinated Notes or any of the Senior Convertible Notes shall occurCandlewick.

Capitalized Lease Obligation. any Debt represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. Cash Collateral - cash or Cash Equivalents— cash, and any interest or other income earned thereon, that is deposited with Agent in accordance with the this Agreement for the Pro Rata benefit of Lenders as security for the to Cash Collateralize any LC Obligations. Cash Collateral Account - — a demand deposit, money market or other account established by Agent at such financial institution as Agent may select in its discretion, which account shall be in Agent's ’s name and subject to Agent's ’s Liens for the Pro Rata benefit of LendersSecured Parties. Cash Collateralize — with respect to LC Obligations arising from Letters of Credit outstanding on any date or Obligations arising under Hedging Agreements on such date, the deposit with Agent of immediately available funds into the Cash Collateral Account in an amount equal to 105% of the sum of the aggregate Undrawn Amounts of such Letters of Credit and other LC Obligations, all Obligations existing under such Hedging Agreements, and all related fees and other amounts due or to become due in connection with such LC Obligations and Hedging Agreements. Cash Equivalents - — (i) marketable direct obligations issued or unconditionally guaranteed by the United States government and backed by the full faith and credit of the United States government having maturities of not more than 12 months from the date of acquisitiongovernment; (ii) domestic certificates of deposit and time deposits having maturities of not more than 12 months from the date of acquisition, bankers' ’ acceptances having maturities of not more than 12 months from the date of acquisition and overnight bank deposits, in each case issued by any commercial bank organized under the laws of the United States, any state thereof or the District of Columbia, which at the time of acquisition are rated A-1 (or better) by S&P or P-1 (or better) by Xxxxx'xMoody’s, and (unless issued by a Lender) not subject to offset rights in favor of such bank arising from any banking relationship with such bank; (iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (i) and (ii) entered into with any financial institution meeting the qualifications specified in clause (ii) above; and (iv) commercial paper having at the time of investment therein or a contractual commitment to invest therein a rating of A-1 (or better) by S&P or P-1 (or better) by Xxxxx'xMoody’s, and having a maturity within 9 months after the date of acquisition thereof. ; and (v) shares of any money market fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) — (iv), (b) has net assets not less than $500,000,000 and (c) has the highest rating obtainable from either Moody’s or S&P. Cash Management Agreements - — any agreement entered into from time to time between a Borrower any Obligor or any of its Subsidiaries, on the one hand, and Bank a Lender or any of its Affiliates or any other banking or financial institution, on the other, in connection with cash management services for operating, collections, payroll and trust accounts of such Borrower Obligor or its Subsidiaries provided by such banking or financial institution, including automatic clearinghouse services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services. CERCLA - — the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section § 9601 et seq. and its implementing regulations. Change of Control - — the occurrence of any of the following events after the date of the this Agreement: (a) any Person MasTec shall cease to own, directly, or group shall own beneficially (as defined in Rule 13d-3 of the SEC under the Exchange Act or any successor provision thereto) more than 50indirectly through a Subsidiary, 100% of the aggregate Voting Power Equity Interests in any Obligor (other than as a result of Parent; a merger, reorganization, consolidation or amalgamation permitted under Section 10.2.1 of this Agreement), or (b) during any period of 24 consecutive months, individuals who at the beginning of such period constituted the board of directors of a Borrower (together with any new director whose election by such board of directors or whose nomination for election by the shareholders of such Borrower was approved by vote of a majority of the directors of such Borrower then still in office who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of such Borrower then in office; or (c) any "“Change of Control," "” “Change in Control" ” or similar event or circumstance, however defined or designated, under any agreement or document governing any the Indenture (as in effect on the date of the Senior Subordinated Notes or any of the Senior Convertible Notes this Agreement) shall occur.

Capitalized Lease Obligation. any Debt represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. Cash Collateral - — cash or Cash Equivalents, and any interest earned thereon, that is deposited with Agent in a Cash Collateral Account in accordance with the Agreement for the Pro Rata benefit of Lenders as security for the Obligations. Cash Collateral Account - — a demand deposit, money market or other account established by Agent at such financial institution as Agent may select in its discretion, which account shall be in Agent's ’s name and subject as to which (a) Agent's Liens , for the Pro Rata benefit of itself and Lenders, shall have a valid, enforceable first priority Lien, (b) no defense, counterclaim, set off or dispute shall exist or be asserted with respect thereto and (c) no Liens exist other than (i) the Lien of Agent and (ii) a subordinate Lien in favor of Tranche B Agent, but only to the extent such Lien is consistent with the provisions of Section 9.2.5(xii) of this Agreement. Cash Equivalents - — (i) marketable direct obligations issued or unconditionally guaranteed by the United States government and backed by the full faith and credit of the United States government having maturities of not more than 12 months from the date of acquisition; (ii) domestic certificates of deposit and time deposits having maturities of not more than 12 months from the date of acquisition, bankers' ’ acceptances having maturities of not more than 12 months from the date of acquisition and overnight bank deposits, in each case issued by any commercial bank organized under the laws of the United States, any state thereof or the District of Columbia, which at the time of acquisition are rated A-1 (or better) by S&P or P-1 (or better) by Xxxxx'xMxxxx’x, and (unless issued by a Lender) not subject to offset rights in favor of such bank arising from any banking relationship with such bank; (iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (i) and (ii) entered into with any financial institution meeting the qualifications specified in clause (ii) above; and (iv) commercial paper having at the time of investment therein or a contractual commitment to invest therein a rating of A-1 (or better) by S&P or P-1 (or better) by Xxxxx'xMxxxx’x, and having a maturity within 9 months after the date of acquisition thereof. Cash Management Agreements - — any agreement entered into from time to time between a Borrower or any of its Subsidiaries, on the one hand, and Bank or any of its Affiliates or any other banking or financial institution, on the other, in connection with cash management services for operating, collections, payroll and trust accounts of such Borrower or its Subsidiaries provided by such banking or financial institution, including automatic clearinghouse services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services. CERCLA - — the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section § 9601 et seq. and its implementing regulations. Change of Control - — the occurrence of any of the following events after the date of the Agreement: (a) any Person or group excluding the Principal Stockholders shall own beneficially (as defined in Rule 13d-3 of the SEC under the Securities Exchange Act or any successor provision thereto) more than 50% of the aggregate Voting Power of Parent; (b) during any period of 24 consecutive months, individuals who at the beginning of such period constituted the board of directors of a Borrower (together with any new director whose election by such board of directors or whose nomination for election by the shareholders of such Borrower was approved by vote of a majority of the directors of such Borrower then still in office who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of such Borrower then in office; or (c) any "“Change of Control," "” “Change in Control" ” or similar event or circumstance, however defined or designated, under any agreement or document governing any of the Senior Subordinated Notes or any of the Senior Convertible Notes Tranche B Documentation shall occur.