"Estate" shall mean all of (i) the personal representatives,
executors and/or administrators of the Guarantor's estate, (ii) the
trustees of any revocable trust created by the Guarantor during his
life for his own benefit and (iii) the other successors in interest of
"Eurodollar Loan" shall mean that portion of each Lender's
Loan which bears interest based upon the Eurodollar Rate.
"Eurodollar Rate" shall mean with respect to each Eurodollar
Loan during a specified Interest Period, the rate of interest
determined on the basis of the rate for deposits in Dollars for a
period equal to such Interest Period commencing on the first day of
such Interest Period appearing on Page 3750 of the Dow Jones Markets
screen as of 11:00 A.M., London time, two Business Days prior to the
beginning of such Interest Period. In the event that such rate does
not appear on Page 3750 of the Dow Jones Markets screen (or otherwise
on such service), the Eurodollar Rate shall be determined by reference
to such other publicly available service for displaying eurodollar
rates as may be agreed upon by the Administrative Agent and the
Borrower or, in the absence of such agreement, the Eurodollar Rate
shall instead be the rate per annum equal to the rate at which
Commerzbank AG is offered Dollar deposits at or about 11:00 A.M., New
York City time, two Business Days prior to the beginning of such
Interest Period, in the interbank eurodollar market where the
eurodollar and foreign currency and exchange operations in respect of
its Eurodollar Loan is then being conducted for delivery on the first
day of such Interest Period for a period equal to such Interest Period
and in an amount comparable to the amount of its Eurodollar Loan to be
outstanding during such Interest Period.
"Eurodollar Tranche" shall mean the collective reference to
Eurodollar Loans or portions thereof under the Facility with respect
to which the then current Interest Periods all begin on the same date
and end on the same later date.
"Event of Default" shall mean any of the events specified in
"Exchange Investment" shall mean any security into which any
Initial Investment is exchanged or converted.
"Exposure" shall mean with respect to any Lender at any time,
an amount equal to (a) until the Funding Date, the amount of such
Lender's Commitment at such time and (b) thereafter, the unpaid
principal amount of such Lender's Loan then outstanding at such time.
"Exposure Percentage" shall mean with respect to any Lender at
any time, the ratio (expressed as a percentage) of such Lender's
Exposure at such time to the Exposure of all Lenders at such time.
"Facility" shall mean the Commitments and each Lender's Loan