"CREDIT
SUBLIMIT" IN THE SUPPLEMENT FOR THE RELATED FACILITY.
8.10
"DOLLARS" AND "$" MEANS UNITED STATES DOLLARS.
8.11
"FACILITY DOCUMENTS" MEANS, WITH RESPECT TO THE FACILITY, THOSE
DOCUMENTS SPECIFIED IN THE SUPPLEMENT FOR THE FACILITY, AND ANY OTHER DOCUMENTS
CUSTOMARILY REQUIRED BY TRADE BANK FOR SAID FACILITY.
8.12
"GAAP" MEANS GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, WHICH ARE
APPLICABLE TO THE CIRCUMSTANCES, AS OF THE DATE OF DETERMINATION, SET OUT IN THE
OPINIONS AND PRONOUNCEMENTS OF THE ACCOUNTING PRINCIPLES BOARD AND THE
9
AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS AND IN THE STATEMENTS AND
PRONOUNCEMENTS OF THE FINANCIAL ACCOUNTING STANDARDS BOARD OR IN SUCH OTHER
STATEMENTS BY SUCH OTHER ENTITY AS MAY BE APPROVED BY A SIGNIFICANT SEGMENT OF
THE ACCOUNTING PROFESSION.
8.13
"INVENTORY" HAS THE MEANING ASSIGNED TO SUCH TERM IN THE "CONTINUING
SECURITY AGREEMENT - RIGHTS TO PAYMENT AND INVENTORY" EXECUTED BY BORROWER IN
FAVOR OF TRADE BANK.
8.14
"LOAN DOCUMENTS" MEANS THIS AGREEMENT, THE ADDENDUM, THE SUPPLEMENT,
THE FACILITY DOCUMENTS AND THE COLLATERAL DOCUMENTS.
8.15
"NOTE" HAS THE MEANING SPECIFIED IN SECTION 3.1(B)(2) ABOVE.
8.16
"OBLIGATIONS" MEANS (A) THE OBLIGATION OF BORROWER TO PAY PRINCIPAL,
INTEREST AND FEES ON ALL FUNDED CREDIT EXTENSIONS AND FEES ON ALL UNFUNDED
CREDIT EXTENSIONS, AND (B) THE OBLIGATION OF BORROWER TO PAY AND PERFORM WHEN
DUE ALL OTHER INDEBTEDNESS, LIABILITIES, OBLIGATIONS AND COVENANTS REQUIRED
UNDER THE LOAN DOCUMENTS.
8.17
"PERSON" MEANS AND INCLUDES NATURAL PERSONS, CORPORATIONS, LIMITED
PARTNERSHIPS, GENERAL PARTNERSHIPS, JOINT STOCK COMPANIES, JOINT VENTURES,
ASSOCIATIONS, COMPANIES, TRUSTS, BANKS, TRUST COMPANIES, LAND TRUSTS, BUSINESS
TRUSTS OR OTHER ORGANIZATIONS, WHETHER OR NOT LEGAL ENTITIES, AND GOVERNMENTS
AND AGENCIES AND POLITICAL SUBDIVISIONS THEREOF.
8.18
"PRIME RATE" MEANS THE RATE MOST RECENTLY ANNOUNCED BY WELLS FARGO AT
ITS PRINCIPAL OFFICE IN SAN FRANCISCO, CALIFORNIA AS ITS "PRIME RATE", WITH THE
UNDERSTANDING THAT THE PRIME RATE IS ONE OF WELLS FARGO'S BASE RATES AND SERVES
AS THE BASIS UPON WHICH EFFECTIVE RATES OF INTEREST ARE CALCULATED FOR THOSE
LOANS MAKING REFERENCE THERETO, AND IS EVIDENCED BY THE RECORDING THEREOF AFTER
ITS ANNOUNCEMENT IN SUCH INTERNAL PUBLICATION OR PUBLICATIONS AS WELLS FARGO MAY
DESIGNATE. ANY CHANGE IN AN INTEREST RATE RESULTING FROM A CHANGE IN THE PRIME
RATE SHALL BECOME EFFECTIVE AS OF 12:01 A.M. OF THE BANKING DAY ON WHICH EACH
CHANGE IN THE PRIME RATE IS ANNOUNCED BY WELLS FARGO.
8.19
"SUBSIDIARY" MEANS (I) ANY CORPORATION AT LEAST THE MAJORITY OF WHOSE
SECURITIES HAVING ORDINARY VOTING POWER FOR THE ELECTION OF DIRECTORS (OTHER
THAN SECURITIES HAVING SUCH POWER ONLY BY REASON OF THE HAPPENING OF A
CONTINGENCY) ARE AT THE TIME OWNED BY BORROWER AND/OR ONE OR MORE SUBSIDIARIES,
AND (II) ANY JOINT VENTURE OR PARTNERSHIP IN WHICH BORROWER AND/OR ONE OR MORE
SUBSIDIARIES HAS A MAJORITY INTEREST.
8.20
"WELLS FARGO" MEANS WELLS FARGO BANK, N.A.
IX.
ARBITRATION
9.1
ARBITRATION.
THE PARTIES HERETO AGREE, UPON DEMAND BY ANY PARTY,
TO SUBMIT TO BINDING ARBITRATION ALL CLAIMS, DISPUTES AND CONTROVERSIES BETWEEN
OR AMONG THEM (AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, ATTORNEYS,
AND OTHER AGENTS), WHETHER IN