DOCUMENT), OR ANY OTHER PERSON,
AS THE SAME MAY BE AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME.
"STATUTORY RESERVE RATE" MEANS A FRACTION (EXPRESSED AS A DECIMAL), THE
NUMERATOR OF WHICH IS THE NUMBER ONE AND THE DENOMINATOR OF WHICH IS THE NUMBER
ONE MINUS THE AGGREGATE OF THE MAXIMUM RESERVE PERCENTAGES (INCLUDING ANY
MARGINAL, SPECIAL, EMERGENCY OR SUPPLEMENTAL RESERVES) EXPRESSED AS A DECIMAL
ESTABLISHED BY THE BOARD TO WHICH LENDER IS SUBJECT WITH RESPECT TO THE ADJUSTED
LIBO RATE, FOR EUROCURRENCY FUNDING (CURRENTLY REFERRED TO AS "EUROCURRENCY
LIABILITIES" IN REGULATION D OF THE BOARD).
SUCH RESERVE PERCENTAGES SHALL
INCLUDE THOSE IMPOSED PURSUANT TO SUCH REGULATION D.
EURODOLLAR LOANS SHALL BE
DEEMED TO CONSTITUTE EUROCURRENCY FUNDING AND TO BE SUBJECT TO SUCH RESERVE
REQUIREMENTS WITHOUT BENEFIT OF OR CREDIT FOR PRORATION, EXEMPTIONS OR OFFSETS
THAT MAY BE AVAILABLE FROM TIME TO TIME TO LENDER UNDER SUCH REGULATION D OR ANY
COMPARABLE REGULATION.
THE STATUTORY RESERVE RATE SHALL BE ADJUSTED
AUTOMATICALLY ON AND AS OF THE EFFECTIVE DATE OF ANY CHANGE IN ANY RESERVE
PERCENTAGE.
"SUBSIDIARY" MEANS, WITH RESPECT TO ANY PERSON (THE "PARENT") AT ANY DATE, ANY
CORPORATION, LIMITED LIABILITY COMPANY, PARTNERSHIP, ASSOCIATION OR OTHER ENTITY
THE ACCOUNTS OF WHICH WOULD BE CONSOLIDATED WITH THOSE OF THE PARENT IN THE
PARENT'S CONSOLIDATED FINANCIAL STATEMENTS IF SUCH FINANCIAL STATEMENTS WERE
PREPARED IN ACCORDANCE WITH GAAP AS OF SUCH DATE, AS WELL AS ANY OTHER
CORPORATION, LIMITED LIABILITY COMPANY, PARTNERSHIP, ASSOCIATION OR OTHER ENTITY
(A) OF WHICH SECURITIES OR OTHER OWNERSHIP INTERESTS REPRESENTING MORE THAN 50%
OF THE EQUITY OR MORE THAN 50% OF THE ORDINARY VOTING POWER OR, IN THE CASE OF A
PARTNERSHIP, MORE THAN 50% OF THE GENERAL PARTNERSHIP INTERESTS ARE, AS OF SUCH
DATE, OWNED, CONTROLLED OR HELD, OR (B) THAT IS, AS OF SUCH DATE, OTHERWISE
CONTROLLED, BY THE PARENT OR ONE OR MORE SUBSIDIARIES OF THE PARENT OR BY THE
PARENT AND ONE OR MORE SUBSIDIARIES OF THE PARENT.
"SUBSIDIARY" MEANS ANY DIRECT OR INDIRECT SUBSIDIARY OF BORROWER.
"SWAP AGREEMENT" MEANS ANY AGREEMENT WITH RESPECT TO ANY SWAP, FORWARD, FUTURE
OR DERIVATIVE TRANSACTION OR OPTION OR SIMILAR AGREEMENT INVOLVING, OR SETTLED
BY REFERENCE TO, ONE OR MORE RATES, CURRENCIES, COMMODITIES, EQUITY OR DEBT
INSTRUMENTS OR SECURITIES, OR ECONOMIC, FINANCIAL OR PRICING INDICES OR MEASURES
OF ECONOMIC, FINANCIAL OR PRICING RISK OR VALUE OR ANY SIMILAR TRANSACTION OR
ANY COMBINATION OF THESE TRANSACTIONS; PROVIDED THAT NO PHANTOM STOCK OR SIMILAR
PLAN PROVIDING FOR PAYMENTS ONLY ON ACCOUNT OF SERVICES PROVIDED BY CURRENT OR
FORMER DIRECTORS, OFFICERS, EMPLOYEES OR CONSULTANTS OF BORROWER OR THE
SUBSIDIARIES SHALL BE A SWAP AGREEMENT.
"SWAP OBLIGATIONS" OF A PERSON MEANS ANY AND ALL OBLIGATIONS OF SUCH PERSON,
WHETHER ABSOLUTE OR CONTINGENT AND HOWSOEVER AND WHENSOEVER CREATED, ARISING,
EVIDENCED OR ACQUIRED (INCLUDING ALL RENEWALS, EXTENSIONS AND MODIFICATIONS
THEREOF AND SUBSTITUTIONS THEREFOR), UNDER (A) ANY AND ALL SWAP AGREEMENTS, AND
(B) ANY AND ALL CANCELLATIONS, BUY BACKS, REVERSALS, TERMINATIONS OR ASSIGNMENTS
OF ANY SWAP AGREEMENT TRANSACTION.
20
"TANGIBLE NET WORTH" MEANS