state
registries or list in any state of the United States.
"Transferee" means any Person to which the Lender has sold, assigned,
transferred, or granted a participation in any of the Obligations, as authorized
pursuant to Section 8.1, and any Person acquiring, by purchase, assignment,
transfer, or participation, from any such purchaser, assignee, transferee, or
participant, any part of such Obligations.
"Triumph" has the meaning given to such term in the preamble of this Agreement
and includes each successor and assignee.
"UCC" means the Uniform Commercial Code as from time to time in effect in the
State of Texas.
"USA PATRIOT Act" shall mean the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,
Public Law 107-56, as the same has been, or shall hereafter be, renewed,
extended, amended or replaced.
1.3
UNDEFINED FINANCIAL ACCOUNTING TERMS.
UNDEFINED FINANCIAL ACCOUNTING TERMS USED IN THIS AGREEMENT SHALL BE DEFINED
ACCORDING TO GAAP AT THE TIME IN EFFECT.
13
1.4
REFERENCES.
REFERENCES IN THIS AGREEMENT TO
EXHIBIT, ARTICLE, OR SECTION NUMBERS SHALL BE TO EXHIBITS, ARTICLES, OR SECTIONS
OF THIS AGREEMENT, UNLESS EXPRESSLY STATED TO THE CONTRARY.
REFERENCES IN THIS
AGREEMENT TO "HEREBY," "HEREIN," "HEREINAFTER," "HEREINABOVE," "HEREINBELOW,"
"HEREOF," "HEREUNDER" AND WORDS OF SIMILAR IMPORT SHALL BE TO THIS AGREEMENT IN
ITS ENTIRETY AND NOT ONLY TO THE PARTICULAR EXHIBIT, ARTICLE, OR SECTION IN
WHICH SUCH REFERENCE APPEARS.
1.5
ARTICLES AND SECTIONS. THIS AGREEMENT, FOR
CONVENIENCE ONLY, HAS BEEN DIVIDED INTO ARTICLES AND SECTIONS; AND IT IS
UNDERSTOOD THAT THE RIGHTS AND OTHER LEGAL RELATIONS OF THE PARTIES HERETO SHALL
BE DETERMINED FROM THIS INSTRUMENT AS AN ENTIRETY AND WITHOUT REGARD TO THE
AFORESAID DIVISION INTO ARTICLES AND SECTIONS AND WITHOUT REGARD TO HEADINGS
PREFIXED TO SUCH ARTICLES OR SECTIONS.
1.6
NUMBER AND GENDER.
WHENEVER THE CONTEXT
REQUIRES, REFERENCE HEREIN MADE TO THE SINGLE NUMBER SHALL BE UNDERSTOOD TO
INCLUDE THE PLURAL; AND LIKEWISE, THE PLURAL SHALL BE UNDERSTOOD TO INCLUDE THE
SINGULAR.
DEFINITIONS OF TERMS DEFINED IN THE SINGULAR OR PLURAL SHALL BE
EQUALLY APPLICABLE TO THE PLURAL OR SINGULAR, AS THE CASE MAY BE, UNLESS
OTHERWISE INDICATED. WORDS DENOTING SEX SHALL BE CONSTRUED TO INCLUDE THE
MASCULINE, FEMININE AND NEUTER, WHEN SUCH CONSTRUCTION IS APPROPRIATE; AND
SPECIFIC ENUMERATION SHALL NOT EXCLUDE THE GENERAL BUT SHALL BE CONSTRUED AS
CUMULATIVE.
1.7
INCORPORATION OF EXHIBITS. THE EXHIBITS
ATTACHED TO THIS AGREEMENT ARE INCORPORATED HEREIN AND SHALL BE CONSIDERED A
PART OF THIS AGREEMENT FOR ALL PURPOSES.
ARTICLE II
TERMS OF FACILITY
2.1
REVOLVING LINE OF CREDIT.
(A)
UPON THE TERMS AND CONDITIONS (INCLUDING,
WITHOUT LIMITATION, THE RIGHT OF THE LENDER TO DECLINE TO MAKE ANY LOAN SO LONG
AS ANY DEFAULT OR EVENT OF DEFAULT EXISTS) AND RELYING ON THE REPRESENTATIONS
AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE LENDER AGREES, DURING THE
COMMITMENT PERIOD, TO MAKE LOANS, IN IMMEDIATELY AVAILABLE FUNDS AT THE
PRINCIPAL OFFICE, TO OR FOR THE BENEFIT OF THE BORROWERS, FROM TIME TO TIME ON
ANY BUSINESS DAY DESIGNATED BY THE BORROWERS