"Register" shall have the meaning provided in Section 10.6(d).
"Regulation U" shall mean Regulation U of the Board as in
effect from time to time.
"Reportable Event" shall mean any of the events set forth in
Section 4043(b) of ERISA, other than those events as to which the
thirty-day notice period is waived under subsection .27, .28, .29,
.30, .31, .32, .34 or .35 of PBGC Reg. Section 4043.
"Requirement of Law" shall mean as to any Person, (a) the
organizational or governing documents of such Person and (b) any law,
treaty, rule or regulation or order or determination of an arbitrator
or a court or Governmental Authority, in each case applicable to or
binding upon such Person or any of its property or to which such
Person or any of its property is subject.
"Responsible Representative" shall mean (a) with respect to
the Borrower, any officer of the Borrower holding the title of
president, vice president or chief financial officer or such other
Person, reasonably acceptable to the Administrative Agent, as may be
designated by any of the foregoing officers from time to time and (b)
with respect to the Guarantor, the Guarantor or such other Person,
reasonably acceptable to the Administrative Agent, as may be
designated by the Guarantor from time to time.
"Rule 144" shall mean Rule 144 of the Securities Act of 1933,
"Single Employer Plan" shall mean any Plan that is covered by
Title IV of ERISA, but that is not a Multiemployer Plan.
"Stock Pledge Agreement" shall mean the Stock Pledge Agreement
entered into between the Borrower and the Administrative Agent, for
the benefit of the Lenders, substantially in the form of Exhibit A to
this Agreement, as the same may be amended, supplemented or otherwise
modified from time to time.
"Subsidiary" shall mean as to any Person, a corporation,
partnership or other entity of which shares of stock or other
ownership interests having ordinary voting power (other than stock or
such other ownership interests having such power only by reason of the
happening of a contingency) to elect a majority of the board of
directors or other managers of such corporation, partnership or other
entity are at the time owned, or the management of which is otherwise
controlled, directly or indirectly through one or more intermediaries,
or both, by such Person. Unless otherwise qualified, all references to
a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a
Subsidiary or Subsidiaries of the Borrower.
"Super-Majority Lenders" shall mean at any time, the holders
of more than 80% of (a) until the Funding Date, the Commitments then
in effect and (b) thereafter, the aggregate unpaid principal amount of
the Loans then outstanding.