THEM IN ACCORDANCE WITH GAAP AND ALL FINANCIAL COMPUTATIONS
SHALL BE COMPUTED, UNLESS SPECIFICALLY PROVIDED HEREIN, IN ACCORDANCE WITH GAAP
CONSISTENTLY APPLIED.
(C)
UCC TERMS.
THE FOLLOWING TERMS HAVE THE
MEANINGS GIVEN TO THEM IN THE UCC AND TERMS USED IN THIS AGREEMENT WITHOUT
DEFINITION THAT ARE DEFINED IN THE UCC, SHALL HAVE THE MEANINGS GIVEN TO THEM IN
THE UCC: ACCOUNTS, CHATTEL PAPER, COMMERCIAL TORT CLAIMS, DEPOSIT ACCOUNTS,
DOCUMENTS, EQUIPMENT, FARM PRODUCTS, FIXTURES, GENERAL INTANGIBLES, GOODS,
HEALTH CARE INSURANCE RECEIVABLES, INVENTORY, INVESTMENT PROPERTY, INSTRUMENTS,
LETTER-OF-CREDIT RIGHTS, PAYMENT INTANGIBLES, PROCEEDS, SOFTWARE AND SUPPORTING
OBLIGATIONS.
(D)
RULES OF CONSTRUCTION.
ALL SCHEDULES,
ADDENDA, ANNEXES AND EXHIBITS HERETO OR EXPRESSLY IDENTIFIED TO THIS AGREEMENT
ARE INCORPORATED HEREIN BY REFERENCE AND TAKEN TOGETHER WITH THIS AGREEMENT
CONSTITUTE BUT A SINGLE AGREEMENT.
THE WORDS "HEREIN", "HEREOF" AND "HEREUNDER"
OR OTHER WORDS OF SIMILAR IMPORT REFER TO THIS AGREEMENT AS A WHOLE, INCLUDING
THE EXHIBITS, ADDENDA, ANNEXES AND SCHEDULES THERETO, AS THE SAME MAY BE FROM
TIME TO TIME AMENDED, MODIFIED, RESTATED OR SUPPLEMENTED, AND NOT TO ANY
PARTICULAR SECTION, SUBSECTION OR CLAUSE CONTAINED IN THIS AGREEMENT.
WHEREVER
FROM THE CONTEXT IT APPEARS APPROPRIATE, EACH TERM STATED IN EITHER THE SINGULAR
OR PLURAL SHALL INCLUDE THE SINGULAR AND THE PLURAL, AND PRONOUNS STATED IN THE
MASCULINE, FEMININE OR NEUTER GENDER SHALL INCLUDE THE MASCULINE, THE FEMININE
AND
THE NEUTER.
THE TERM "OR" IS NOT EXCLUSIVE.
THE TERM "INCLUDING" (OR ANY FORM
THEREOF) SHALL NOT BE LIMITING OR EXCLUSIVE.
ALL REFERENCES TO STATUTES AND
RELATED REGULATIONS SHALL INCLUDE ANY AMENDMENTS OF SAME AND ANY SUCCESSOR
STATUTES AND REGULATIONS.
ALL REFERENCES IN THIS AGREEMENT OR IN THE SCHEDULES,
ADDENDA, ANNEXES AND EXHIBITS TO THIS AGREEMENT TO SECTIONS, SCHEDULES,
DISCLOSURE SCHEDULES, EXHIBITS, AND ATTACHMENTS SHALL REFER TO THE CORRESPONDING
SECTIONS, SCHEDULES, DISCLOSURE SCHEDULES, EXHIBITS, AND ATTACHMENTS OF OR TO
THIS AGREEMENT.
ALL REFERENCES TO ANY INSTRUMENTS OR AGREEMENTS, INCLUDING
REFERENCES TO ANY OF THIS AGREEMENT OR THE ANCILLARY AGREEMENTS SHALL INCLUDE
ANY AND ALL MODIFICATIONS OR AMENDMENTS THERETO AND ANY AND ALL EXTENSIONS OR
RENEWALS THEREOF.
2.
LOAN FACILITY.
(A)
LOANS.
(I)
SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN AND IN THE ANCILLARY AGREEMENTS, LAURUS MAY MAKE LOANS (THE
"LOANS") TO COMPANIES FROM TIME TO TIME DURING THE TERM WHICH, IN THE AGGREGATE
AT ANY TIME OUTSTANDING, WILL NOT EXCEED THE LESSER OF (X) (I) THE CAPITAL
AVAILABILITY AMOUNT MINUS (II) SUCH RESERVES AS LAURUS MAY REASONABLY IN ITS
GOOD FAITH JUDGMENT DEEM PROPER AND NECESSARY FROM TIME TO TIME (THE "RESERVES")
AND (Y) AN AMOUNT EQUAL TO (I) THE BORROWING BASE MINUS (II) THE RESERVES.
THE
AMOUNT DERIVED AT ANY TIME FROM SECTION 2(A)(I)(Y)(I) MINUS 2(A)(I)(Y)(II) SHALL
BE REFERRED TO AS THE "FORMULA AMOUNT."
THE COMPANIES SHALL, JOINTLY AND
SEVERALLY, EXECUTE AND DELIVER TO LAURUS ON THE CLOSING DATE THE REVOLVING NOTE
AND A MINIMUM BORROWING NOTE EVIDENCING $3,000,000 OF THE LOANS FUNDED ON THE
CLOSING DATE.
FROM TIME TO TIME THEREAFTER, THE COMPANIES SHALL JOINTLY AND
SEVERALLY EXECUTE AND DELIVER TO LAURUS IMMEDIATELY PRIOR