OTHER TITLE RETENTION AGREEMENT OR
OTHER SECURITY INTEREST TO WHICH ANY PROPERTY OR ASSET OWNED OR HELD BY SUCH
PERSON IS SUBJECT, WHETHER OR NOT THE INDEBTEDNESS, OBLIGATIONS OR LIABILITIES
SECURED THEREBY SHALL HAVE BEEN ASSUMED BY SUCH PERSON; AND
(3)
TO THE EXTENT NOT INCLUDED IN THE
FOREGOING, ALL INDEBTEDNESS, OBLIGATIONS AND LIABILITIES OF OTHERS WHICH SUCH
PERSON HAS DIRECTLY OR INDIRECTLY GUARANTEED, ENDORSED (OTHER THAN FOR
COLLECTION OR DEPOSIT IN THE ORDINARY COURSE OF BUSINESS), SOLD WITH RECOURSE,
OR AGREED (CONTINGENTLY OR OTHERWISE) TO PURCHASE OR REPURCHASE OR OTHERWISE
ACQUIRE OR IN RESPECT OF WHICH SUCH PERSON HAS AGREED TO SUPPLY OR ADVANCE FUNDS
(WHETHER BY WAY OF LOAN, STOCK PURCHASE, CAPITAL CONTRIBUTION OR OTHERWISE) OR
OTHERWISE TO BECOME DIRECTLY OR INDIRECTLY LIABLE.
(KK)
"INTEREST EXPENSE", AS APPLIED TO BORROWERS,
MEANS FOR ANY PERIOD, THE AMOUNT OF INTEREST PAID OR DUE ON INDEBTEDNESS BY
BORROWERS FOR SUCH PERIOD, DETERMINED IN ACCORDANCE WITH GAAP.
(LL)
"INVENTORY SUBLIMIT" MEANS AN AMOUNT UP TO
ONE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($1,250,000.00).
(MM)
"IP SECURITY AGREEMENT" MEANS THAT CERTAIN
INTELLECTUAL PROPERTY SECURITY AGREEMENT EXECUTED BY EACH OF THE BORROWERS IN
FAVOR OF BANK DATED OF EVEN DATE HEREWITH.
(NN)
"LETTER OF CREDIT SUBLIMIT" MEANS AN AMOUNT UP TO
FIVE HUNDRED THOUSAND DOLLARS ($500,000.00).
(OO)
"LIBOR BASED RATE" MEANS THE LIBOR RATE, PLUS THE
LIBOR RATE MARGIN.
(PP)
"LIBOR RATE" MEANS, FOR ANY PROPOSED OR EXISTING
LIBOR RATE ADVANCES, THE RATE OF INTEREST FOR THE APPLICABLE RATE PERIOD WHICH
IS DETERMINED BY BANK TO BE THE RATE PER ANNUM OBTAINED BY DIVIDING (THE
RESULTING QUOTIENT TO BE ROUNDED UPWARD TO THE NEAREST 1/100 OF 1%) (I) THE RATE
OF INTEREST ESTIMATED IN GOOD FAITH BY BANK IN ACCORDANCE WITH ITS USUAL
PROCEDURES (WHICH DETERMINATION SHALL BE CONCLUSIVE) TO BE THE AVERAGE OF THE
RATES PER ANNUM FOR DEPOSITS IN UNITED STATES DOLLARS OFFERED TO MAJOR MONEY
CENTER BANKS IN THE LONDON INTERBANK MARKET AT APPROXIMATELY 11:00 A.M., LONDON
TIME, TWO (2) GOOD BUSINESS DAYS PRIOR TO THE FIRST DAY OF SUCH RATE PERIOD IN
AMOUNTS COMPARABLE TO SUCH PORTION (OR, IF THERE ARE NO SUCH COMPARABLE AMOUNTS
ACTIVELY TRADED, THE SMALLEST AMOUNTS ACTIVELY TRADED) AND HAVE MATURITIES
COMPARABLE TO SUCH RATE PERIOD, BY (II) A NUMBER EQUAL TO 1.00 MINUS THE LIBOR
RATE RESERVE PERCENTAGE FOR SUCH DAY.
(QQ)
"LIBOR RATE ADVANCE" MEANS ANY ADVANCE ACCRUING
INTEREST AT THE LIBOR BASED RATE.
(RR)
"LIBOR RATE MARGIN" MEANS 287.5 BASIS
POINTS.
(SS)
"LIBOR RATE NOTIFICATION" MEANS AN IRREVOCABLE
WRITTEN NOTICE IN FORM ACCEPTABLE TO BANK REQUESTING THE LIBOR BASED RATE, WHICH
NOTICE MUST BE PROVIDED TO BANK
PRIOR TO 10:00 A.M. PHILADELPHIA TIME ON A BUSINESS DAY WHICH IS AT LEAST THREE
(3) GOOD BUSINESS DAYS PRIOR TO THE DATE ON WHICH SUCH RATE IS REQUESTED TO TAKE
EFFECT, SPECIFYING:
(1)
THE PRINCIPAL AMOUNT WHICH IS TO ACCRUE
INTEREST AT SUCH RATE;
(2)
THE DATE ON WHICH SUCH RATE IS TO TAKE
EFFECT AND THE RATE PERIOD; AND
(3)
WHETHER SUCH PRINCIPAL