(11) Liens arising pursuant to this Agreement; and
(12) other Liens in favor of any Affiliate of IBM Credit or otherwise consented
to by IBM Credit in writing prior to incurring such Lien.
"Person": any individual, association, firm, corporation, partnership, trust,
unincorporated organization or other entity whatsoever.
"PFS": as defined in the caption and a wholly-owned subsidiary of PFSweb.
"PFS Agreement": as defined in the Recitals of this Agreement.
"PFSweb": as defined in the caption.
"Plans": as defined in Section 6.12.
"Pledged Interests": all Equity Interests of or in any Person that may be issued
or granted to, or held or owned by , Borrower, including, without limitation,
the Equity Interests described on Attachment B hereto, and all certificates
representing such Equity Interests.
"Policies": all policies of insurance required to be maintained by Borrower
under this Agreement or any of the Other Documents.
"Prime Rate": as of the date of determination, the average of the rates of
interest announced by Citibank, N.A., Chase Manhattan Bank and Bank of America
National Trust & Savings Association (or any other bank which IBM Credit uses in
its normal course of business of determining Prime Rate) as their prime or base
rate, as of the last Business Day of the calendar month immediately preceding
the date of determination, whether or not such announced rates are the actual
rates charged by such banking institutions to their most creditworthy borrowers.
"PRO Advance": an A/R Advance, with a PRO Advance Term, made by IBM Credit to
itself on behalf of Borrower to repay all or a portion of a Product Advance that
is due and payable.
"PRO Advance Term": for each PRO Advance, a period, in increments of ten days as
specified by Borrower in the Request for A/R Advance with respect to such PRO
Advance, but in no event in excess of thirty days, commencing on the A/R Advance
Date for such PRO Advance.
"Proceeds": all "proceeds" as such term is defined in the UCC and, in any event,
shall include, without limitation, all dividends, distributions and payments on,
from or with respect to Investment Property.
"Products": as defined in the recitals of this Agreement.
"Product Advance": any advance of funds made or committed to be made by IBM
Credit for the account of Borrower to an Authorized Supplier in respect of an
invoice delivered or to be delivered by such Authorized Supplier to IBM Credit
describing Products purchased by Borrower, including without limitation Open
"Product Financing Charge": as defined on Attachment A.
"Product Financing Period": for each Product Advance, a period of days equal to
that set forth in Attachment A from time to time, commencing on the invoice date
of such Product Advance.
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