Loan Payment/Advance Request Form is that certain form attached hereto as Exhibit B-2.
Material Adverse Change is (a) a material impairment in the perfection or priority of Lenders Lien in the Collateral or in the value of such Collateral; (b) a material adverse change in the business, operations, or condition (financial or otherwise) of Borrower; or (c) a material impairment of the prospect of repayment of any portion of the Obligations.
Minimum Net Cash Payment is defined in Section 7.1.
Obligations are Borrowers obligation to pay when due any debts, principal, interest, Lenders Expenses, the Prepayment Fee, the Final Payment, and other amounts Borrower owes Lenders now or later, pursuant to the Loan Documents (other than the Warrant), any interest accruing after Insolvency Proceedings begin (whether or not allowed) and debts, liabilities, or obligations of Borrower assigned to Lenders and/or Collateral Agent, and the performance of Borrowers duties under the Loan Documents (other than the Warrant).
OFAC is the U.S. Department of Treasury Office of Foreign Assets Control.
OFAC Lists are, collectively, the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) and/or any other list of terrorists or other restricted Persons maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Executive Orders.
Operating Documents are, for any Person, such Persons formation documents, as certified with the Secretary of State of such Persons jurisdiction of organization on a date that is no earlier than 30 days prior to the Effective Date, and (a) if such Person is a corporation, its bylaws in current form, (b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto.
Payment Date is the first (1st) calendar day of each month.
Perfection Certificate is defined in Section 5.1 hereof.
Permitted Indebtedness is:
(a) Borrowers Indebtedness to the Lenders and Collateral Agent under this Agreement and the other Loan Documents;
(b) Indebtedness existing on the Effective Date and shown on the Perfection Certificate;
(c) unsecured Indebtedness to trade creditors incurred in the ordinary course of business;
(d) Subordinated Debt;
(e) Indebtedness secured by liens specified in clause (c) of the definition of Permitted Liens provided such Indebtedness shall not exceed One Hundred Thousand Dollars ($100,000) in the aggregate principal amount outstanding at any one time (inclusive of amounts set forth in subsection (f) below);
(f) unsecured Indebtedness incurred in the ordinary course of business in an aggregate principal amount not to exceed at any time One Hundred Thousand Dollars ($100,000) (inclusive of amounts set forth in (e) above);
(g) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of Borrowers business; and