If equipment is inoperable for more than five (5) business days, IUSD shall deduct from the vendor’s invoice a penalty of one hundred (100) dollars per day.
U.S. Credit Party means the U.S. Borrower and each U.S. Subsidiary Guarantor.
Non-Credit Party means any Restricted Subsidiary that is not a Credit Party.
Canadian Credit Party means the Canadian Borrower and each Canadian Subsidiary Guarantor.
Domestic Credit Party means any Credit Party that is organized under the laws of any State of the United States or the District of Columbia.
Foreign Credit Party means a Credit Party which is not a Domestic Credit Party.
Credit Party means the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender.
Specified Credit Party means any Credit Party that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 14.11).
Loan Party means the Borrower and each Guarantor.
Additional Credit Party means each Person that becomes a Guarantor by execution of a Joinder Agreement in accordance with Section 5.10.
Borrower as defined in the preamble hereto.
Parent Borrower as defined in the preamble hereto.
Credit Parties means the Borrower and the Guarantors.
The Borrower has advised the Banks that the Borrower has entered into an Agreement and Plan of Merger and Reorganization, dated as of February 10, 2000 (the "Merger Agreement"), among the Borrower, Opticare Health Systems, Inc. (the "Parent"), and OC Acquisition Corp., a wholly-owned subsidiary of the Parent ("Merger Sub"), pursuant to which the parties intend to merge Merger Sub with and into the Borrower subject to the terms and conditions thereof which include, among other things, restructuring the Obligations owing to the Banks on terms and conditions mutually agreed upon by the Borrower and the Banks. While the Borrower and the Banks have initiated discussions and due diligence concerning the Merger and any proposed restructuring of the Obligations, the Borrower acknowledges that the Banks have not consented to the Merger nor have the Banks agreed to any terms and conditions relating to any restructuring of the Obligations. In the meantime, however, the Borrower intends to continue to sell the remaining physician practice management groups operated by the Borrower and its Subsidiaries (collectively being referred to herein as the "PPM Businesses") and use a portion of the proceeds from the sale of the PPM Businesses to meet its reasonable and necessary operating expenses. To afford the Borrower an opportunity to proceed with the transactions described above, the Borrower has requested that (i) the Banks extend the temporary waiver period provided for in Sections 2.1 and 2.2 of that certain Seventh Amendment and Waiver to Credit Agreement dated as of December 10, 1999, among the Borrower, the Banks, and the Agent (the "Seventh Amendment") (as further amended, in part, by a December 30, 1999, letter agreement, a February 29, 2000, letter agreement, a March 24, 2000, letter agreement, an April 14, 2000, letter agreement, a May 5, 2000, letter agreement, and a May 19, 2000, letter agreement, in each case between the Borrower, the Banks and the Agent) and, in addition, that the Banks temporarily waive any non-compliance by the Borrower as of December 31, 1999, and as of March 31, 2000, with Sections 8.8 (Total Funded Debt/Adjusted EBITDA Ratio), 8.10 (Interest Coverage Ratio), and 8.11 (Debt Service Coverage Ratio) of the Credit Agreement and the Borrower's non-compliance with Section 8.5(b) of the Credit Agreement with respect to the timely delivery of the Borrower's March 31, 2000, financial statements, in each case to the earlier of June 9, 2000, or the termination of the Merger Agreement pursuant to its terms (the earlier of such dates being referred to herein as the "Waiver Termination Date"), (ii) Bank of Montreal extend the Bridge Loan Period from June 2, 2000, to the Waiver Termination Date, and (iii) postpone the due date for the payment of principal, interest and unused commitment fees otherwise due on or before June 2, 2000, to the Waiver Termination Date. By signing below, the Banks (including Bank of Montreal with respect to the Bridge Loan Commitment) hereby agree to extend the waiver period provided in Sections 2.1 and 2.2 of the Seventh Amendment from June 2, 2000, to the Waiver Termination Date, temporarily waive any non-compliance by the Borrower as of December 31, 1999, and March 31, 2000, with Sections 8.8 (Total Funded Debt/Adjusted EBITDA Ratio), 8.10 (Interest Coverage Ratio), and 8.11 (Debt Service Coverage Ratio) of the Credit Agreement and the Borrower's non-compliance with Section 8.5(b) of the Credit Agreement with respect to the timely delivery of the Borrower's March 31, 2000, financial statements through the period ending on the Waiver Termination Date, agree to extend the Bridge Loan Period to the Waiver Termination Date, and agree to postpone the due date for the payment of principal, interest, and unused commitment fees otherwise due on or before June 2, 2000, to the Waiver Termination Date, provided that:
Borrower Party means the Mortgage Loan Borrower, a manager of the Mortgaged Property, an Accelerated Mezzanine Loan Lender or any Borrower Party Affiliate.
U.S. Loan Party means any Loan Party that is organized under the laws of one of the states of the United States of America and that is not a CFC.
Loan Parties means, collectively, the Borrower and each Guarantor.
Administrative Agent means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.
Canadian Loan Party means any Loan Party organized under the laws of Canada or any province or territory thereof.
Co-Borrower shall have the meaning assigned to such term in the introductory paragraph of this Agreement.
Domestic Borrower means the Company and each Designated Borrower that is a Domestic Subsidiary.
Account Party has the meaning specified therefor in Section 2.11(h) of this Agreement.
U.S. Borrower means any Borrower that is a U.S. Person.
Lender Party means any Lender, the Issuing Bank or the Swing Line Bank.
Domestic Loan Party means any Loan Party organized under the laws of any state of the United States of America or the District of Columbia.
Canadian Borrower as defined in the preamble hereto.
Administrative Borrower has the meaning set forth in Section 17.9.