THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, (II) ALL ACCRUED BUT
UNPAID INTEREST ON ANY OF THE INDEBTEDNESS DESCRIBED IN (I) ABOVE, (III)
ALL
COSTS AND EXPENSES INCURRED BY LENDER IN CONNECTION WITH THE COLLECTION AND
ADMINISTRATION OF ALL OR ANY PART OF THE INDEBTEDNESS AND OBLIGATIONS DESCRIBED
IN (I) AND (II) ABOVE OR THE PROTECTION OR PRESERVATION OF, OR REALIZATION UPON,
THE COLLATERAL SECURING ALL OR ANY PART OF SUCH INDEBTEDNESS AND OBLIGATIONS,
INCLUDING WITHOUT LIMITATION ALL REASONABLE ATTORNEYS' FEES, AND (IV) ALL
RENEWALS, EXTENSIONS, MODIFICATIONS AND REARRANGEMENTS OF THE INDEBTEDNESS AND
OBLIGATIONS DESCRIBED IN (I), (II), AND (III) ABOVE.
(K)
"LOAN DOCUMENTS" MEANS THIS AGREEMENT, THE
NOTE AND THE OTHER AGREEMENTS, INSTRUMENTS AND DOCUMENTS EVIDENCING, SECURING,
GOVERNING, GUARANTEEING OR PERTAINING TO THE LOANS.
(L)
"LOANS" MEANS ALL ADVANCES UNDER THE
CREDIT FACILITY AS ESTABLISHED PURSUANT TO THE LOAN DOCUMENTS FROM TIME TO TIME.
(M)
"MATERIAL ADVERSE EFFECT" MEANS A MATERIAL
ADVERSE EFFECT ON (I) THE BUSINESS, ASSETS, PROPERTY, OPERATIONS, CONDITION
(FINANCIAL OR OTHERWISE), OR PROSPECTS, OF DEBTOR, (II) THE ABILITY OF DEBTOR TO
PAY OR PERFORM THE INDEBTEDNESS, (III) ANY OF THE RIGHTS OF OR BENEFITS
AVAILABLE TO LENDER UNDER THE LOAN DOCUMENTS, OR (IV) THE VALIDITY OR
ENFORCEABILITY OF THE LOAN DOCUMENTS.
2
(N)
"NOTE" MEANS THAT CERTAIN AMENDED AND
RESTATED PROMISSORY NOTE OF EVEN DATE HEREWITH IN THE PRINCIPAL AMOUNT OF FIVE
MILLION AND NO/100 DOLLARS ($5,000,000.00) EXECUTED BY DEBTOR AND PAYABLE TO THE
ORDER OF LENDER (AS SUCH NOTE MAY BE AMENDED, MODIFIED OR RESTATED FROM TIME TO
TIME).
(O)
"PERMITTED ENCUMBRANCES" MEANS THE FOLLOWING
ENCUMBRANCES: (I) LIENS FOR TAXES, ASSESSMENTS OR GOVERNMENTAL CHARGES OR LEVIES
NOT YET DUE AND PAYABLE OR LIENS FOR TAXES, ASSESSMENTS OR GOVERNMENTAL CHARGES
OR LEVIES BEING CONTESTED IN GOOD FAITH AND BY APPROPRIATE PROCEEDINGS FOR WHICH
ADEQUATE RESERVES HAVE BEEN ESTABLISHED IN ACCORDANCE WITH GAAP; (II)
LIENS IN
EXISTENCE ON THE CLOSING DATE WHICH ARE LISTED, AND THE PROPERTY SUBJECT THERETO
DESCRIBED, ON SCHEDULE 1(O), WITHOUT GIVING EFFECT TO ANY EXTENSIONS OR RENEWALS
THEREOF; (III) LIENS ARISING FROM JUDGMENTS, DECREES, AWARDS OR ATTACHMENTS IN
CIRCUMSTANCES NOT CONSTITUTING AN EVENT OF DEFAULT; AND (IV) LIENS IN FAVOR OF
LENDER.
(P)
"PERSON" MEANS ANY INDIVIDUAL, CORPORATION,
LIMITED LIABILITY COMPANY, BUSINESS TRUST, ASSOCIATION, COMPANY, PARTNERSHIP,
JOINT VENTURE, GOVERNMENTAL AUTHORITY, OR OTHER ENTITY, AND SHALL INCLUDE SUCH
PERSON'S HEIRS, ADMINISTRATORS, PERSONAL REPRESENTATIVES, EXECUTORS, SUCCESSORS
AND ASSIGNS.
All words and phrases used herein shall have the meaning specified in the Code
except to the extent such meaning is inconsistent with this Agreement. All
definitions contained in this Agreement are equally applicable to the singular
and plural forms of the terms defined.
The words "hereof", "herein", and
"hereunder" and words of similar import referring to this Agreement refer to
this Agreement as a whole and not to any particular provision of this
Agreement.
Any accounting term used in the Loan Documents shall have, unless
otherwise specifically provided therein, the meaning customarily given such term
in accordance with GAAP, and all financial computations thereunder shall be