SIMILAR PROCEEDINGS, REGARDLESS OF WHETHER
ALLOWED OR ALLOWABLE IN SUCH PROCEEDING, AND ALL RENEWALS, EXTENSIONS,
MODIFICATIONS, CONSOLIDATIONS, REARRANGEMENTS, RESTATEMENTS, REPLACEMENTS OR
SUBSTITUTIONS OF ANY OF THE FOREGOING. THE TERM "RATE MANAGEMENT TRANSACTION" IN
THIS AGREEMENT MEANS ANY TRANSACTION (INCLUDING AN AGREEMENT WITH RESPECT
THERETO) THAT IS A RATE SWAP, BASIS SWAP, FORWARD RATE TRANSACTION, COMMODITY
SWAP, COMMODITY OPTION, EQUITY OR EQUITY INDEX SWAP, EQUITY OR EQUITY INDEX
OPTION, BOND OPTION, INTEREST RATE OPTION, FOREIGN EXCHANGE TRANSACTION, CAP
TRANSACTION, FLOOR TRANSACTION, COLLAR TRANSACTION, FORWARD TRANSACTION,
CURRENCY SWAP TRANSACTION, CROSS-CURRENCY RATE SWAP TRANSACTION, CURRENCY
OPTION, DERIVATIVE TRANSACTION OR ANY OTHER SIMILAR TRANSACTION (INCLUDING ANY
OPTION WITH RESPECT TO ANY OF THESE TRANSACTIONS) OR ANY COMBINATION THEREOF,
WHETHER LINKED TO ONE OR MORE INTEREST RATES, FOREIGN CURRENCIES, COMMODITY
PRICES, EQUITY PRICES OR OTHER FINANCIAL MEASURES.
2.3
"NOTES" MEANS ALL PROMISSORY NOTES,
INSTRUMENTS AND/OR CONTRACTS EVIDENCING THE TERMS AND CONDITIONS OF ANY OF THE
CREDIT FACILITIES.
2.4
"ACCOUNT" MEANS A TRADE ACCOUNT, ACCOUNT
RECEIVABLE, OTHER RECEIVABLE, OR OTHER RIGHT TO PAYMENT FOR GOODS SOLD OR LEASED
OR SERVICES RENDERED OWING TO THE BORROWER (OR TO A THIRD PARTY GRANTOR
ACCEPTABLE TO THE BANK).
2.5
"ACCOUNT DEBTOR" MEANS THE PERSON OR ENTITY
OBLIGATED UPON AN ACCOUNT.
2.6
"AFFILIATE" MEANS ANY PERSON, CORPORATION OR
OTHER ENTITY DIRECTLY OR INDIRECTLY CONTROLLING, CONTROLLED BY OR UNDER COMMON
CONTROL WITH THE BORROWER AND ANY DIRECTOR OR OFFICER OF THE BORROWER OR ANY
SUBSIDIARY OF THE BORROWER.
2.7
"INTANGIBLE ASSETS" MEANS THE AGGREGATE AMOUNT
OF: (1) ALL ASSETS CLASSIFIED AS INTANGIBLE ASSETS UNDER GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES, INCLUDING, WITHOUT LIMITATION, GOODWILL, TRADEMARKS,
PATENTS, COPYRIGHTS, ORGANIZATION EXPENSES, FRANCHISES, LICENSES, TRADE NAMES,
BRAND NAMES, MAILING LISTS, CATALOGS, EXCESS OF COST OVER BOOK VALUE OF ASSETS
ACQUIRED, AND BOND DISCOUNT AND UNDERWRITING EXPENSES; AND (2) LOANS OR ADVANCES
TO, INVESTMENTS IN, OR RECEIVABLES FROM (I) AFFILIATES, OFFICERS, DIRECTORS,
EMPLOYEES OR SHAREHOLDERS OF THE BORROWER OR (II) ANY PERSON OR ENTITY IF SUCH
LOAN, ADVANCE, INVESTMENT OR RECEIVABLE IS OUTSIDE THE BORROWER'S NORMAL COURSE
OF BUSINESS.
2.8
"SUBSIDIARY" MEANS, AS TO A PARTICULAR PERSON,
ANY ENTITY OF WHICH FIFTY (50%) OR MORE OF THE INDICIA OF EQUITY RIGHTS IS AT
THE TIME OF DETERMINATION DIRECTLY OR INDIRECTLY OWNED BY THE PERSON OR BY ONE
OR MORE PERSONS CONTROLLED BY, CONTROLLING OR UNDER COMMON CONTROL WITH THE
PERSON.
2
2.9
"TANGIBLE NET WORTH" MEANS TOTAL ASSETS LESS
THE SUM OF INTANGIBLE ASSETS AND TOTAL LIABILITIES.
2.10
"RELATED DOCUMENTS" MEANS THE NOTES, LETTERS OF
CREDIT, ALL LOAN AGREEMENTS, CREDIT AGREEMENTS, REIMBURSEMENT AGREEMENTS,
SECURITY AGREEMENTS, MORTGAGES, DEEDS OF TRUST, PLEDGE AGREEMENTS, ASSIGNMENTS,
GUARANTIES, AND ANY OTHER INSTRUMENT OR DOCUMENT EXECUTED IN CONNECTION WITH
THIS AGREEMENT OR IN CONNECTION WITH ANY OF THE LIABILITIES.
3.
CONDITIONS PRECEDENT TO EXTENSIONS OF
CREDIT.
3.1
CONDITIONS PRECEDENT TO INITIAL EXTENSION OF
CREDIT UNDER EACH OF THE CREDIT FACILITIES.
BEFORE THE FIRST EXTENSION OF
CREDIT GOVERNED BY THIS AGREEMENT, WHETHER BY DISBURSEMENT OF A LOAN, ISSUANCE
OF A LETTER OF CREDIT, OR OTHERWISE, THE BORROWER SHALL DELIVER TO THE BANK, IN