CAPITAL HOLDINGS, LLC, A VIRGINIA LIMITED LIABILITY COMPANY (AS THE SAME MAY BE
AMENDED, MODIFIED OR RESTATED FROM TIME TO TIME).
(II)
"SUBORDINATED DEBT" HAS THE MEANING SPECIFIED IN SECTION
9(D)(VI).
(JJ)
"SUBSIDIARY" MEANS ANY ENTITY (I) OF WHICH AT LEAST A
MAJORITY OF THE OWNERSHIP, EQUITY OR VOTING INTEREST IS AT THE TIME DIRECTLY OR
INDIRECTLY OWNED OR CONTROLLED BY A PERSON AND/OR ITS SUBSIDIARIES, AND (II)
WHICH IS TREATED AS A SUBSIDIARY IN ACCORDANCE WITH GAAP.
"SUBSIDIARIES" MEANS
MORE THAN ONE SUBSIDIARY.
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All financial covenants for the Debtors shall be calculated for purposes of this
Agreement on a combined and consolidated basis.
All words and phrases used herein shall have the meaning specified in the Code
except to the extent such meaning is inconsistent with this Agreement. All
definitions contained in this Agreement are equally applicable to the singular
and plural forms of the terms defined. The words "hereof', "herein", and
"hereunder" and words of similar import referring to this Agreement refer to
this Agreement as a whole and not to any particular provision of this Agreement.
Any accounting term used in the Loan Documents shall have, unless otherwise
specifically provided therein, the meaning customarily given such term in
accordance with GAAP, and all financial computations thereunder shall be
computed, unless otherwise specifically provided therein, in accordance with
GAAP consistently applied.
2.
REVOLVING CREDIT FACILITY.
(A)
JOINT, SEVERAL AND IN SOLIDO LIABILITY.
OMC, ICI, EDN, OSM,
AVA, AVJ, HC, AND MDI AND ANY OTHER PERSON NAMED OR IDENTIFIED AS A DEBTOR UNDER
THE LOAN DOCUMENTS FROM TIME TO TIME HEREBY IRREVOCABLY AND UNCONDITIONALLY: (I)
AGREE THAT EACH IS JOINTLY, SEVERALLY AND IN SOLIDO LIABLE TO LENDER FOR THE
FULL AND PROMPT PAYMENT AND PERFORMANCE OF THE INDEBTEDNESS UNDER THE LOAN
DOCUMENTS IN ACCORDANCE WITH THE TERMS THEREOF; AND (II) AGREE TO FULLY AND
PROMPTLY PERFORM ALL OF THEIR OBLIGATIONS HEREUNDER AND THE OTHER LOAN DOCUMENTS
WITH RESPECT TO EACH LOAN HEREUNDER AS IF SUCH LOAN HAD BEEN MADE DIRECTLY TO
IT.
EACH DEBTOR HEREBY DESIGNATES OMC AS ITS REPRESENTATIVE AND AGENT ON ITS
BEHALF FOR THE PURPOSES OF GIVING INSTRUCTIONS WITH RESPECT TO THE DISBURSEMENT
OF THE PROCEEDS OF THE LOANS, SELECTING INTEREST RATE OPTIONS, GIVING AND
RECEIVING ALL OTHER NOTICES AND CONSENTS HEREUNDER OR UNDER ANY OF THE OTHER
LOAN DOCUMENTS AND TAKING ALL OTHER ACTIONS (INCLUDING IN RESPECT OF COMPLIANCE
WITH COVENANTS) ON BEHALF OF THE DEBTORS UNDER THE LOAN DOCUMENTS. OMC HEREBY
ACCEPTS SUCH APPOINTMENT. LENDER MAY REGARD ANY NOTICE OR OTHER COMMUNICATION
PURSUANT TO ANY LOAN DOCUMENT FROM OMC AS A NOTICE OR COMMUNICATION FROM EACH
DEBTOR. EACH WARRANTY, COVENANT, AGREEMENT AND UNDERTAKING MADE ON BEHALF OF ANY
DEBTOR BY OMC SHALL BE DEEMED FOR ALL PURPOSES TO HAVE BEEN MADE BY SUCH DEBTOR
AND SHALL BE BINDING UPON AND ENFORCEABLE AGAINST SUCH DEBTOR TO THE SAME EXTENT
AS IT IF THE SAME HAD BEEN MADE DIRECTLY BY SUCH DEBTOR.
(B)
CROSS-GUARANTY.
EACH DEBTOR HEREBY AGREES THAT SUCH DEBTOR IS