SUCH PERSON IS NOT LESS THAN THE AMOUNT THAT WILL BE REQUIRED TO PAY
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THE PROBABLE LIABILITY OF SUCH PERSON ON ITS DEBTS AS THEY BECOME ABSOLUTE AND
MATURED, (C) SUCH PERSON DOES NOT INTEND TO, AND DOES NOT BELIEVE THAT IT WILL,
INCUR DEBTS OR LIABILITIES BEYOND SUCH PERSON'S ABILITY TO PAY SUCH DEBTS AND
LIABILITIES AS THEY MATURE AND (D) SUCH PERSON IS NOT ENGAGED IN BUSINESS OR A
TRANSACTION, AND IS NOT ABOUT TO ENGAGE IN BUSINESS OR A TRANSACTION, FOR WHICH
SUCH PERSON'S PROPERTY WOULD CONSTITUTE AN UNREASONABLY SMALL CAPITAL.
THE
AMOUNT OF CONTINGENT LIABILITIES AT ANY TIME SHALL BE COMPUTED AS THE AMOUNT
THAT, IN THE LIGHT OF ALL THE FACTS AND CIRCUMSTANCES EXISTING AT SUCH TIME,
REPRESENTS THE AMOUNT THAT IS REASONABLY EXPECTED TO BECOME AN ACTUAL OR MATURED
LIABILITY.
"SUBSIDIARY" MEANS, AS TO ANY PERSON (THE "FIRST PERSON"), ANOTHER PERSON (THE
"SECOND PERSON") WITH RESPECT TO WHICH SUCH FIRST PERSON DIRECTLY OR INDIRECTLY
THROUGH ONE OR MORE INTERMEDIARIES, CONTROLS SUCH SECOND PERSON (AND A FIRST
PERSON SHALL BE DEEMED TO HAVE CONTROL IF SUCH FIRST PERSON, DIRECTLY OR
INDIRECTLY, HAS RIGHTS TO EXERCISE VOTING POWER TO ELECT A MAJORITY OF THE
MEMBERS OF THE GOVERNING BODY OF THE SECOND PERSON).
"SWAP DOCUMENTS" MEANS (A) ANY AGREEMENT (INCLUDING TERMS AND CONDITIONS
INCORPORATED BY REFERENCE THEREIN) WHICH IS A RATE SWAP AGREEMENT, BASIS SWAP,
FORWARD RATE AGREEMENT, COMMODITY SWAP, INTEREST RATE OPTION, FORWARD FOREIGN
EXCHANGE AGREEMENT, SPOT FOREIGN EXCHANGE AGREEMENT, RATE CAP AGREEMENT, RATE
FLOOR AGREEMENT, RATE COLLAR AGREEMENT, CURRENCY SWAP AGREEMENT, CROSS-CURRENCY
RATE SWAP AGREEMENT, CURRENCY OPTION, ANY OTHER SIMILAR AGREEMENT (INCLUDING ANY
OPTION TO ENTER INTO ANY OF THE FOREGOING); (B) ANY COMBINATION OF THE
FOREGOING; OR (C) ANY MASTER AGREEMENT FOR ANY OF THE FOREGOING, AS ANY OF THE
FOREGOING MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME.
"SWING LINE LENDER" MEANS WACHOVIA.
"SWING LINE LOAN" MEANS THE LOAN WHICH THE SWING LINE LENDER HAS AGREED TO
ADVANCE TO BORROWER IN ACCORDANCE WITH THE TERMS OF ARTICLE 3 OF THIS AGREEMENT.
"SWING LINE LOAN ADVANCES" MEANS ALL THE ADVANCES OF THE SWING LINE LOAN.
"SWING LINE LOAN COMMITMENT" MEANS THE LESSER OF (I) FIVE MILLION AND 00/100
DOLLARS ($5,000,000.00), OR (II) THE UNUSED REVOLVING LOAN COMMITMENT.
"SWING LINE LOAN MATURITY DATE" MEANS THE DATE ONE (1) BUSINESS DAY PRIOR TO THE
REVOLVING LOAN MATURITY DATE.
"SWING LINE NOTE" MEANS THAT CERTAIN SWING LINE NOTE OF EVEN DATE HEREWITH,
GIVEN BY BORROWERS IN FAVOR OF SWING LINE LENDER IN THE PRINCIPAL AMOUNT OF
$5,000,000.00, AND INCLUDES ANY AMENDMENT TO OR MODIFICATION OF SUCH NOTE AND
ANY PROMISSORY NOTE GIVEN IN EXTENSION OR RENEWAL OF, OR IN SUBSTITUTION FOR,
SUCH NOTE.
"TANGIBLE NET WORTH" MEANS, AT ANY TIME WITH RESPECT TO AN APPLICABLE PERSON,
EQUITY OWNER'S EQUITY, LESS THE SUM OF:
(A)
ANY SURPLUS RESULTING FROM ANY WRITE-UP OF ASSETS SUBSEQUENT TO THE
DATE OF CLOSING;
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(B)
GOODWILL, INCLUDING ANY AMOUNTS, HOWEVER DESIGNATED ON A BALANCE
SHEET OF SUCH