Common use of Derivative Obligations; and Clause in Contracts

Derivative Obligations; and. (v) in the case of any Borrower (without duplication), the Obligations. Intellectual Property - all past, present and future: trade secrets, know-how and other proprietary information; trademarks, internet domain names, service marks, trade dress, trade names, business names, designs, logos, slogans (and all translations, adaptations, derivations and combinations of the foregoing) indicia and other source and/or business identifiers, and the goodwill of the business relating thereto and all registrations or applications for registrations which have heretofore been or may hereafter be issued thereon throughout the world; copyrights (including copyrights for computer programs) and copyright registrations or applications for registrations which have heretofore been or may hereafter be issued throughout the world and all tangible property embodying the copyrights, unpatented inventions (whether or not patentable); patent applications and patents; industrial design applications and registered industrial designs; license agreements related to any of the foregoing and income therefrom; books, records, writings, computer tapes or disks, flow diagrams, specification sheets, computer software, source codes, object codes, executable code, data, databases and other physical manifestations, embodiments or incorporations of any of the foregoing; the right to xxx for all past, present and future infringements of any of the foregoing; all other intellectual property; and all common law and other rights throughout the world in and to all of the foregoing. Interest Coverage Ratio - has the meaning ascribed to it in Exhibit 8.3 hereto. Interest Expense - has the meaning ascribed to it in Exhibit 8.3 hereto. LC Amount - at any time, the aggregate undrawn face amount of all Letters of Credit and LC Guaranties then outstanding. LC Guaranty - any guaranty pursuant to which Agent or any Affiliate of Agent shall guaranty the payment or performance by any Borrower of its reimbursement obligation under any letter of credit.

Derivative Obligations; and. (v) in the case of any Borrower (without duplication), the Obligations. Indenture - the Indenture, dated as of February 18, 2004, made by the Borrower in favor of the Indenture Trustee. Indenture Trustee - J.P. Morgan Trust Company, N.A. or any successor trustee under the Indxxxxxx. Intellectual Property - all past, present and future: trade secrets, know-how and other proprietary information; trademarks, internet domain names, service marks, trade dress, trade names, business names, designs, logos, slogans (and all translations, adaptations, derivations and combinations of the foregoing) indicia and other source and/or business identifiers, and the goodwill of the business relating thereto and all registrations or applications for registrations which have heretofore been or may hereafter be issued thereon throughout the world; copyrights (including copyrights for computer programs) and copyright registrations or applications for registrations which have heretofore been or may hereafter be issued throughout the world and all tangible property embodying the copyrights, unpatented inventions (whether or not patentable); patent applications and patents; industrial design applications and registered industrial designs; license agreements related to any of the foregoing and income therefrom; books, records, writings, computer tapes or disks, flow diagrams, specification sheets, computer software, source codes, object codes, executable code, data, databases and other physical manifestations, embodiments or incorporations of any of the foregoing; the right to xxx sue for all past, present and future infringements of any of the foregoingforegxxxg; all other intellectual property; and all common law and other rights throughout the world in and to all of the foregoing. Interest Coverage Ratio Period - has as applicable to any LIBOR Portion, a period commencing on the meaning ascribed date such LIBOR Portion is advanced, continued or converted, and ending on the date which is one (1) month, two (2) months, three (3) months, or six (6) months later, as may then be requested by Borrower; provided that (i) any Interest Period which would otherwise end on a day which is not a Business Day shall end in the next preceding or succeeding Business Day as is Agent's custom in the market to it which such LIBOR Portion relates; (ii) there remains a minimum of one (1) month, two (2) months, three (3) months or six (6) months (depending upon which Interest Period Borrower selects) in Exhibit 8.3 heretothe Term, unless Borrower and Lenders have agreed to an extension of the Term beyond the expiration of the Interest Period in question; and (iii) all Interest Periods of the same duration which commence on the same date shall end on the same date. Interest Expense Issuing Bank - has Fleet National Bank, or such other financial institution selected by the meaning ascribed Agent and acceptable to it the Borrower from time to time. La Place Assets - all Equipment, Fixtures and real Property and any interests or rights thereto of the Borrower located at Borrower's facility in Exhibit 8.3 heretoLa Place, Louisiana held as collateral in respect of the Senior Note Indebtedness in accordance with the Indenture, the Noteholder Security Agreement, the Noteholder Mortgage, any Noteholder Subsidiary Security Agreement and any other any other mortgage, security agreement, guarantee or other agreement evidencing a security interest in the La Place Assets pursuant to the Indenture. La Place Dock Property - the dock currently included within the La Place Assets. La Place New Warehouse Property - approximately three acres of currently undeveloped land included in the real property that is part of the La Place Assets. La Place Sale/Leaseback - any sale and leaseback transaction entered into between the Borrower and any Louisiana state, municipal or other governmental authority (a "Governmental Entity") with respect to the La Place Dock Property and the La Place New Warehouse Property (collectively, the "Covered Property") pursuant to which (a) the Company shall transfer title to the Covered Property to the Governmental Entity for nominal consideration; (b) the Governmental Entity shall agree (i) if in respect of the Dock Property, to fund improvements to such property and the dock thereon, and (ii) if in respect of the New Warehouse Property, to fund the construction of a warehouse and related capital improvements; (c) the Governmental Entity shall lease the Covered Property to the Company in full or partial consideration of the Company's contribution to the local economy through maintaining a certain number of jobs, the value of such contribution to be determined in good faith between the parties; and (d) such leases shall have terms to be determined by amortizing the funds invested by the respective Governmental Entity by the annual value of the respective contributions to the local economy, at the end of which periods the respective Covered Property and all fixtures and other improvements shall be reconveyed to the Company. LC Amount - at any time, the aggregate undrawn face available amount of all Letters of Credit and LC Guaranties then outstandingoutstanding minus any cash Collateral provided by the Borrower with respect thereto. LC Guaranty - any guaranty pursuant to which Agent or any Affiliate of Agent shall guaranty the payment or performance by any Borrower of its reimbursement obligation under any letter of credit.

Derivative Obligations; and. (v) in the case of any Borrower (without duplication), the Obligations. Intellectual Property - all past, present and future: trade secrets, know-how and other proprietary information; trademarks, internet domain names, service marks, trade dress, trade names, business names, designs, logos, slogans (and all translations, adaptations, derivations and combinations of the foregoing) indicia and other source and/or business identifiers, and the goodwill of the business relating thereto and all registrations or applications for registrations which have heretofore been or may hereafter be issued thereon throughout the world; copyrights (including copyrights for computer programs) and copyright registrations or applications for registrations which have heretofore been or may hereafter be issued throughout the world and all tangible property embodying the copyrights, unpatented inventions (whether or not patentable); patent applications and patents; industrial design applications and registered industrial designs; license agreements related to any of the foregoing and income therefrom; books, records, writings, computer tapes or disks, flow diagrams, specification sheets, computer software, source codes, object codes, executable code, data, databases and other physical manifestations, embodiments or incorporations of any of the foregoing; the right to xxx for all past, present and future infringements of any of the foregoing; all other intellectual property; and all common law and other rights throughout the world in and to all of the foregoing. Interest Coverage Ratio - has the meaning ascribed to it in Exhibit 8.3 hereto. Interest Expense - has the meaning ascribed to it in Exhibit 8.3 hereto. LC Amount - at any time, the aggregate undrawn face amount of all Letters of Credit and LC Guaranties then outstanding. LC Guaranty - any guaranty pursuant to which Agent or any Affiliate of Agent shall guaranty the payment or performance by any Borrower of its reimbursement obligation under any letter of credit.

Derivative Obligations; and. (v) in the case 6. indebtedness of any Borrower or any of its Subsidiaries under any guaranty of obligations that would constitute Indebtedness under clauses (without duplication)i) through (iii) hereof, if owed directly by a Borrower or any of its Subsidiaries. Indebtedness shall not include trade payables or accrued expenses. For the avoidance of doubt, the Obligationsforegoing definition of "Indebtedness" shall not include preferred stock of any Person. Initial Dominion Period - the period beginning on the Closing Date and ending on the date that is at least one year thereafter when (i) no Event of Default is in existence and (ii) average Availability (as determined by Agent in its reasonable credit judgment) for the thirty (30) day period ending on such date is not less than $30,000,000. Intellectual Property - all past, present and future: trade secrets, know-how and other proprietary information; trademarks, internet domain names, service marks, trade dress, trade names, business names, designs, logos, slogans (and all translations, adaptations, derivations and combinations of the foregoing) indicia and other source and/or business identifiers, and the goodwill of the business relating thereto and all registrations or applications for registrations which have heretofore been or may hereafter be issued thereon throughout the world; copyrights (including copyrights for computer programs) and copyright registrations or applications for registrations which have heretofore been or may hereafter be issued throughout the world and all tangible property embodying the copyrights, unpatented inventions (whether or not patentable); patent applications and patents; industrial design applications and registered industrial designs; license agreements related to any of the foregoing and income therefrom; books, records, writings, computer tapes or disks, flow diagrams, specification sheets, computer software, source codes, object codes, executable code, data, databases and other physical manifestations, embodiments or incorporations of any of the foregoing; the right to xxx sue for all past, present and future infringements of any of the foregoingforxxxing; all other intellectual property; and all common law and other rights throughout the world in and to all of the foregoing. Interest Coverage Ratio - has Notwithstanding the meaning ascribed to it in Exhibit 8.3 hereto. Interest Expense - has foregoing, Intellectual Property shall not include any trademarks, trade names, business names or service marks that incorporate the meaning ascribed to it in Exhibit 8.3 hereto. LC Amount - at any time, the aggregate undrawn face amount of all Letters of Credit and LC Guaranties then outstanding. LC Guaranty - any guaranty pursuant to which Agent or any Affiliate of Agent shall guaranty the payment or performance by any Borrower of its reimbursement obligation under any letter of creditword "Peerless".