on a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with GAAP.
"Cash Collateral Account" has the meaning assigned to such term in the
Borrower Security Agreement.
"Change in Control" means (a) the failure of the Parent Companies to
directly or indirectly own 100% of the aggregate ordinary voting power
represented by the issued and outstanding equity securities of the Borrower; (b)
the failure of RMG to directly or indirectly own 100% of the aggregate ordinary
voting power represented by the issued and outstanding equity securities of the
Parent Companies; (c) the failure of the Permitted Holders, collectively, to
own, directly or indirectly, a majority of the aggregate ordinary voting power
represented by the issued and outstanding equity securities of, and to Control,
the Parent Companies; or (d) the occurrence of a "change of control" default or
other similar event arising from a change of control pursuant to the terms of
the Indenture or any other instrument evidencing Indebtedness of any Parent
"Change in Law" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender or the Issuing
Bank (or, for purposes of Section 2.14(b), by any lending office of such Lender
or by such Lender's or the Issuing Bank's holding company, if any) with any
request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.
"Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Tranche A Term
Loans, Tranche B Term Loans or Revolving Loans.
"Code" means the Internal Revenue Code of 1986, as amended from time to
"Collateral" means, collectively, all of the "Collateral" under the
"Collateral Documents" means the Pledge Agreements, the Security
Agreements, the Mortgages (if any), any additional pledge agreements, security
agreements or mortgages required to be delivered pursuant to the Loan Documents
(including without limitation pursuant to Section 5.09 of this