TERM "OBLIGATIONS" AS USED IN
THIS AGREEMENT AND IN THE EXIM BORROWER AGREEMENT SHALL INCLUDE WITHOUT
LIMITATION THE OBLIGATION TO PAY WHEN DUE ALL LOANS MADE PURSUANT TO THE EXIM
BORROWER AGREEMENT AND THE EXPORT-IMPORT AGREEMENT (THE "EXIM LOANS") AND ALL
INTEREST THEREON AND THE OBLIGATION TO PAY WHEN DUE ALL ADVANCES MADE PURSUANT
TO THE TERMS OF THIS AGREEMENT AND ALL INTEREST THEREON.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE SECURITY INTEREST GRANTED HEREIN COVERING ALL
"COLLATERAL" AS DEFINED IN THIS AGREEMENT AND AS DEFINED IN THE BORROWER
AGREEMENT SHALL SECURE ALL EXIM LOANS AND ALL ADVANCES AND ALL INTEREST THEREON,
AND ALL OTHER OBLIGATIONS.
ANY EVENT OF DEFAULT UNDER THIS AGREEMENT SHALL ALSO
CONSTITUTE A DEFAULT UNDER THE EXIM BORROWER AGREEMENT, AND ANY DEFAULT UNDER
THE EXIM BORROWER AGREEMENT SHALL ALSO CONSTITUTE AN EVENT OF DEFAULT UNDER THIS
AGREEMENT.
IN THE EVENT BANK ASSIGNS ITS RIGHTS UNDER THIS AGREEMENT AND/OR
UNDER ANY NOTE EVIDENCING EXIM LOANS AND/OR ITS RIGHTS UNDER THE EXIM BORROWER
AGREEMENT AND/OR UNDER ANY NOTE EVIDENCING ADVANCES, TO ANY THIRD PARTY,
INCLUDING, WITHOUT LIMITATION, THE EXIM BANK, WHETHER BEFORE OR AFTER THE
OCCURRENCE OF ANY EVENT OF DEFAULT, BANK SHALL HAVE THE RIGHT (BUT NOT ANY
OBLIGATION), IN ITS SOLE DISCRETION, TO ALLOCATE AND APPORTION COLLATERAL TO THE
EXIM BORROWER AGREEMENT AND/OR NOTE ASSIGNED AND TO SPECIFY THE PRIORITIES OF
THE RESPECTIVE SECURITY INTERESTS IN SUCH COLLATERAL BETWEEN ITSELF AND THE
ASSIGNEE, ALL WITHOUT NOTICE TO OR CONSENT OF THE BORROWERS.
SHOULD ANY TERM OF
THE AGREEMENT CONFLICT WITH ANY TERM OF THE EXIM BORROWER AGREEMENT, THE MORE
RESTRICTIVE TERM IN EITHER AGREEMENT SHALL GOVERN BORROWER.
13
DEFINITIONS
13.1
DEFINITIONS.
AS USED IN THE LOAN DOCUMENTS, THE WORD "SHALL" IS
MANDATORY, THE WORD "MAY" IS PERMISSIVE, THE WORD "OR" IS NOT EXCLUSIVE, THE
WORDS "INCLUDES" AND "INCLUDING" ARE NOT LIMITING, THE SINGULAR INCLUDES THE
PLURAL, AND NUMBERS DENOTING AMOUNTS THAT ARE SET OFF IN BRACKETS ARE NEGATIVE.
AS USED IN THIS AGREEMENT, THE FOLLOWING TERMS HAVE THE FOLLOWING MEANINGS:
"ABN Amro Pledged Account" is defined in Section 6.8.
"Account" is any "account" as defined in the Code with such additions to such
term as may hereafter be made, and includes, without limitation, all accounts
receivable and other sums owing to Borrower.
"Account Debtor" is any "account debtor" as defined in the Code with such
additions to such term as may hereafter be made.
"Advance" or "Advances" means an advance (or advances) under the Revolving Line.
"Affiliate" of any Person is a Person that owns or controls directly or
indirectly the Person, any Person that controls or is controlled by or is under
common control with the Person, and each of that Person's senior executive
officers, directors, partners and, for any Person that is a limited liability
company, that Person's managers and members.
"Agreement" is defined in the preamble hereof.
"Availability Amount" is (a) the lesser of (i) the Revolving Line minus any
amounts outstanding under the Export-Import Agreement or (ii) the amount
available under