OF ORGANIZATION OF SUCH
CORPORATION, AND SUCH CORPORATION'S
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BY-LAWS OR OTHER SIMILAR DOCUMENT REQUIRED UNDER THE LAWS OF SUCH JURISDICTION
OF ORGANIZATION.
"CONTROLLED GROUP" MEANS ALL MEMBERS OF A CONTROLLED GROUP OF CORPORATIONS OR
OTHER BUSINESS ENTITIES AND ALL TRADES OR BUSINESSES (WHETHER OR NOT
INCORPORATED) UNDER COMMON CONTROL WHICH ARE TREATED AS A SINGLE EMPLOYER UNDER
SECTION 414 OF THE CODE.
"CORPORATION" INCLUDES COMPANIES, ASSOCIATIONS, CORPORATIONS, PARTNERSHIPS,
LIMITED LIABILITY COMPANIES AND OTHER LEGAL ENTITIES OF ALL KINDS.
"CREDIT PROTECTION ARRANGEMENT" MEANS ANY "OVER THE COUNTER" ARRANGEMENT
DESIGNED TO TRANSFER CREDIT RISK FROM ONE PARTY TO ANOTHER, INCLUDING CREDIT
DEFAULT SWAPS (INCLUDING, WITHOUT LIMITATION, SINGLE NAME, BASKET AND
FIRST-TO-DEFAULT SWAPS), TOTAL RETURN SWAPS AND CREDIT-LINKED NOTES.
"CUSTODIAL ACCOUNT" SHALL HAVE THE MEANING SET FORTH IN THE SECURITY AGREEMENT
EXECUTED AND DELIVERED BY THE OBLIGOR.
"CUSTODIAN" SHALL HAVE THE MEANING SET FORTH IN THE CUSTODIAN AGREEMENT.
"CUSTODIAN AGREEMENT" MEANS THE CUSTODY AGREEMENT DATED JULY 21, 2005 BETWEEN
THE BANK OF NEW YORK, AS CUSTODIAN, AND THE OBLIGOR, AS THE SAME MAY BE AMENDED,
AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME.
"DEFAULT" MEANS ANY EVENT OR CONDITION SPECIFIED IN CLAUSE 6.1 (EVENTS OF
DEFAULT DEFINED) WHICH, UPON THE GIVING OF NOTICE, THE LAPSE OF TIME, OR THE
HAPPENING OF ANY FURTHER CONDITION, WOULD BECOME AN EVENT OF DEFAULT.
"DISRUPTION EVENT" MEANS EITHER OR BOTH OF:
(a)
a material disruption to those payment or communications systems or to those
financial markets which are, in each case, required to operate in order for
payments to be made in connection with the Facility (or otherwise in order for
the transactions contemplated by the Fundamental Documents to be carried out)
which disruption is not caused by, and is beyond the control of, any of the
Parties; or
(b)
the occurrence of any other event which results in a disruption (of a technical
or systems-related nature) to the treasury or payments operations of a Party
preventing that, or any other Party:
(i)
from performing its payment obligations under the Fundamental Documents; or
(ii)
from communicating with other Parties in accordance with the terms of the
Fundamental Documents,
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(AND WHICH (IN EITHER SUCH CASE)) IS NOT CAUSED BY, AND IS BEYOND THE CONTROL
OF, THE PARTY WHOSE OPERATIONS ARE DISRUPTED.
"DOLLAR EQUIVALENT" MEANS, WITH RESPECT TO ANY MONETARY AMOUNT IN A CURRENCY
OTHER THAN U.S. DOLLARS, AT ANY DATE OF DETERMINATION THEREOF, THE AMOUNT OF
U.S. DOLLARS OBTAINED BY CONVERTING SUCH CURRENCY INVOLVED IN SUCH COMPUTATION
INTO U.S. DOLLARS AT THE SPOT RATE FOR THE PURCHASE OF U.S. DOLLARS WITH THE
APPLICABLE CURRENCY AS PUBLISHED IN THE FINANCIAL TIMES (OR ANY SUCCESSOR
THERETO) ON THE DATE OF SUCH DETERMINATION.
"ELIGIBLE ASSIGNEE" MEANS (I) A LENDER, (II) AN AFFILIATE OF A LENDER AND (III)
ANY OTHER BANK OR FINANCIAL INSTITUTION, TRUST, FUND OR OTHER ENTITY WHICH IS
REGULARLY ENGAGED IN OR ESTABLISHED FOR THE PURPOSE OF MAKING, PURCHASING OR
INVESTING IN LOANS, SECURITIES OR OTHER FINANCIAL ASSETS APPROVED BY LLOYD'S FOR