OF THIS AGREEMENT, THE NOTE, THE GUARANTEES AND EACH
OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EVIDENCING, SECURING, GUARANTEEING OR
RELATING IN ANY WAY TO THE LOAN, ALL WHETHER NOW EXISTING OR HEREAFTER ARISING
OR ENTERED INTO.
"MATERIAL ADVERSE EFFECT"
A MATERIAL ADVERSE EFFECT ON (A) THE BUSINESS,
PROPERTY, OPERATIONS OR CONDITION (FINANCIAL OR OTHERWISE) OF THE BORROWER AND
ITS SUBSIDIARIES, TAKEN AS A WHOLE, (B) THE ABILITY OF BORROWER OR ANY GUARANTOR
TO PERFORM ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, OR
(C) THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT, THE NOTE, THE GUARANTEES,
OR, TAKEN AS A WHOLE, THE OTHER LOAN DOCUMENTS, OR THE RIGHTS OR REMEDIES OF THE
BANK UNDER THIS AGREEMENT, OR, TAKEN AS WHOLE, THE OTHER LOAN DOCUMENTS.
"NET INCOME" (OR "NET LOSS")
THE BOOK NET INCOME (OR BOOK NET LOSS, AS THE CASE
MAY BE) OF A PERSON FOR ANY PERIOD, AFTER ALL TAXES ACTUALLY PAID OR ACCRUED AND
ALL EXPENSES AND OTHER CHARGES DETERMINED IN ACCORDANCE WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES CONSISTENTLY APPLIED.
"OBLIGORS"
COLLECTIVELY, THE BORROWER AND ALL GUARANTORS.
"OBLIGATIONS"
ALL INDEBTEDNESS, COVENANTS, AGREEMENTS, LIABILITIES AND
OBLIGATIONS, NOW EXISTING OR HEREAFTER ARISING, MADE BY THE BORROWER WITH OR FOR
THE BENEFIT OF THE BANK OR OWED BY THE BORROWER TO THE BANK IN ANY CAPACITY.
"OPERATING CASH FLOW"
FOR ANY PERIOD, EARNINGS BEFORE INTEREST AND TAXES PLUS
DEPRECIATION AND AMORTIZATION FOR SUCH PERIOD, MINUS UNFINANCED CAPITAL
EXPENDITURES, DIVIDENDS AND DEFERRED COMPENSATION PAID OR INCURRED DURING SUCH
PERIOD, AND MINUS ANY CASH TAXES PAID.
"PBGC"
THE PENSION BENEFIT GUARANTY CORPORATION OR ANY SUCCESSOR THERETO.
"PERSON"
AN INDIVIDUAL, CORPORATION, PARTNERSHIP, LIMITED PARTNERSHIP, LIMITED
LIABILITY COMPANY, JOINT VENTURE, TRUST OR UNINCORPORATED ORGANIZATION, OR A
GOVERNMENT OR ANY AGENCY OR POLITICAL SUBDIVISION THEREOF.
"SUBSIDIARY"
ANY CORPORATION OR OTHER ENTITY OF WHICH A PERSON AND/OR ANY OF
ITS SUBSIDIARIES DIRECTLY OR INDIRECTLY, OWNS, OR HAS THE RIGHT TO CONTROL OR
DIRECT THE VOTING OF FIFTY (50%) PERCENT OR MORE OF THE OUTSTANDING CAPITAL
STOCK OR OTHER OWNERSHIP INTEREST HAVING GENERAL VOTING POWER (UNDER ORDINARY
CIRCUMSTANCES).
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"SYNTHETIC LEASES"
MEANS ANY SYNTHETIC LEASE, TAX RETENTION OPERATING LEASE,
OFF-BALANCE SHEET LOAN OR SIMILAR OFF-BALANCE SHEET FINANCING PRODUCT WHERE SUCH
TRANSACTION IS CONSIDERED BORROWED MONEY INDEBTEDNESS FOR TAX PURPOSES BUT IS
CLASSIFIED AS AN OPERATING LEASE UNDER GAAP.
"TANGIBLE NET WORTH"
AT THE APPLICABLE DATE, THE TOTAL ASSETS OF THE BORROWER
AND ITS SUBSIDIARIES MINUS (A) THE SUM OF ANY AMOUNTS ATTRIBUTABLE TO
(I) GOODWILL, (II) INTANGIBLE ITEMS SUCH AS UNAMORTIZED DEBT DISCOUNT AND
EXPENSE, PATENTS, TRADE AND SERVICE MARKS AND NAMES, COPYRIGHTS AND RESEARCH AND
DEVELOPMENT EXPENSES EXCEPT PREPAID EXPENSES, (III) ALL RESERVES NOT ALREADY
DEDUCTED FROM ASSETS, (IV) ANY WRITE-UP IN THE BOOK VALUE OF ASSETS RESULTING
FROM ANY REVALUATION THEREOF SUBSEQUENT TO THE DATE HEREOF, AND (V) THE VALUE OF
ANY MINORITY INTERESTS IN ANY COMPANIES, AND (B) TOTAL LIABILITIES OF THE
BORROWER AND ITS SUBSIDIARIES.
"TOTAL LIABILITIES"
THE AGGREGATE AMOUNT OF LIABILITY OF A PERSON DETERMINED IN
ACCORDANCE WITH GAAP.
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