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SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
Entire Document
 
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                  "Material Adverse Effect" shall mean (a) a material adverse
          change in, or a material adverse effect upon, (i) in the case of the
          Guarantor, his financial condition or his properties and assets, taken
          as a whole, (ii) in the case of the Estate or the Conservatorship, the
          financial condition thereof or the properties and assets thereof,
          taken as a whole, or (iii) in the case of the Borrower, its
          operations, business, properties or condition (financial or
          otherwise); (b) a material impairment of the ability of any Loan Party
          to perform under any Loan Document and to avoid any Event of Default;
          or (c) a material adverse effect upon the legality, validity, binding
          effect or enforceability against any Loan Party of any Loan Document.

                  "Microsoft" shall mean Microsoft Corporation, a Delaware
          corporation.

                  "Multiemployer Plan" shall mean a Plan which is a
          multiemployer plan as defined in Section 4001(a)(3) of ERISA.

                  "Net Cash Proceeds" shall mean in connection with any sale or
          other disposition of any Investment, the cash proceeds (including any
          cash payments received by way of deferred payment of principal
          pursuant to a note or installment receivable or purchase price
          adjustment receivable or otherwise, but only as and when received) of
          such sale, net of attorneys' fees, accountants' fees, investment
          banking fees and other customary fees actually incurred in connection
          therewith and net of taxes paid or reasonably estimated to be payable
          as a result thereof (after taking into account any tax credits or
          deductions and any tax sharing arrangements by the Loan Parties
          available or in effect at the time such determination is made).

                  "Net Worth" shall mean total assets less direct and contingent
          liabilities, as determined based on the most recent balance sheet
          delivered pursuant to Section 5.1(a).

                  "Net Worth Agreement" shall have the meaning provided in
          Section 8.1(k).

                  "New Lending Office" shall have the meaning provided in
          Section 2.12(c).

                  "Non-Excluded Taxes" shall have the meaning provided in
          Section 2.12(a).

                  "Non-U.S. Lender" shall heave the meaning provided in Section
          2.12(c).

                  "Note" shall have the meaning provided in Section 2.3(e).

                  "Obligations" shall mean all the unpaid principal of and
          accrued interest on (including, without limitation, interest accruing
          after the maturity of each Lender's Loan and interest accruing after
          the filing of any petition in bankruptcy, or the commencement of any
          insolvency, reorganization or like proceeding, relating to the
          Borrower, whether or not a claim for post-filing or post-petition
          interest is allowed in such proceeding) each Lender's Loan and all
          other obligations and liabilities of the Borrower to the Lenders,
          whether direct or indirect, absolute or contingent, due or to become
          due, or now existing or hereafter incurred, which may arise under, out
          of, or in connection with, this


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