IT.
"FINANCIAL OFFICER" MEANS THE CHIEF FINANCIAL OFFICER OR PRINCIPAL ACCOUNTING
OFFICER OF BORROWER.
"FRAUD" MEANS THE UNAUTHORIZED TRANSACTIONS BY SUJATA SACHDEVA, THE BORROWER'S
FORMER VICE PRESIDENT OF FINANCE, AS PREVIOUSLY DISCLOSED IN FORM 8-K CURRENT
REPORTS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21
AND 24, 2009, AND JANUARY 4, 7, 11, AND 20, 2010, AND ANY ACTIONS, PROCEEDINGS,
OR INVESTIGATIONS, WHETHER CRIMINAL, CIVIL, OR ADMINISTRATIVE, ARISING OUT OF OR
IN CONNECTION THEREWITH.
11
"FUNDING ACCOUNT" SHALL MEAN ACCOUNT NUMBER 885127381, MAINTAINED BY BORROWER
WITH LENDER.
"GAAP" MEANS GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED STATES OF
AMERICA.
"GOVERNMENTAL AUTHORITY" MEANS THE GOVERNMENT OF THE UNITED STATES OF AMERICA,
ANY OTHER NATION OR ANY POLITICAL SUBDIVISION THEREOF, WHETHER STATE OR LOCAL,
AND ANY AGENCY, AUTHORITY, INSTRUMENTALITY, REGULATORY BODY, COURT, CENTRAL BANK
OR OTHER ENTITY EXERCISING EXECUTIVE, LEGISLATIVE, JUDICIAL, TAXING, REGULATORY
OR ADMINISTRATIVE POWERS OR FUNCTIONS OF OR PERTAINING TO GOVERNMENT.
"GUARANTEE" OF OR BY ANY PERSON (THE "GUARANTOR") MEANS ANY OBLIGATION,
CONTINGENT OR OTHERWISE, OF THE GUARANTOR GUARANTEEING OR HAVING THE ECONOMIC
EFFECT OF GUARANTEEING ANY INDEBTEDNESS OR OTHER OBLIGATION OF ANY OTHER PERSON
(THE "PRIMARY OBLIGOR") IN ANY MANNER, WHETHER DIRECTLY OR INDIRECTLY, AND
INCLUDING ANY OBLIGATION OF THE GUARANTOR, DIRECT OR INDIRECT, (A) TO PURCHASE
OR PAY (OR ADVANCE OR SUPPLY FUNDS FOR THE PURCHASE OR PAYMENT OF) SUCH
INDEBTEDNESS OR OTHER OBLIGATION OR TO PURCHASE (OR TO ADVANCE OR SUPPLY FUNDS
FOR THE PURCHASE OF) ANY SECURITY FOR THE PAYMENT THEREOF, (B) TO PURCHASE OR
LEASE PROPERTY, SECURITIES OR SERVICES FOR THE PURPOSE OF ASSURING THE OWNER OF
SUCH INDEBTEDNESS OR OTHER OBLIGATION OF THE PAYMENT THEREOF, (C) TO MAINTAIN
WORKING CAPITAL, EQUITY CAPITAL OR ANY OTHER FINANCIAL STATEMENT CONDITION OR
LIQUIDITY OF THE PRIMARY OBLIGOR SO AS TO ENABLE THE PRIMARY OBLIGOR TO PAY SUCH
INDEBTEDNESS OR OTHER OBLIGATION OR (D) AS AN ACCOUNT PARTY IN RESPECT OF ANY
LETTER OF CREDIT OR LETTER OF GUARANTY ISSUED TO SUPPORT SUCH INDEBTEDNESS OR
OBLIGATION; PROVIDED, THAT THE TERM GUARANTEE SHALL NOT INCLUDE ENDORSEMENTS FOR
COLLECTION OR DEPOSIT IN THE ORDINARY COURSE OF BUSINESS.
"HAZARDOUS MATERIALS" MEANS ALL EXPLOSIVE OR RADIOACTIVE SUBSTANCES OR WASTES
AND ALL HAZARDOUS OR TOXIC SUBSTANCES, WASTES OR OTHER POLLUTANTS, INCLUDING
PETROLEUM OR PETROLEUM DISTILLATES, ASBESTOS OR ASBESTOS CONTAINING MATERIALS,
POLYCHLORINATED BIPHENYLS, RADON GAS, INFECTIOUS OR MEDICAL WASTES AND ALL OTHER
SUBSTANCES OR WASTES OF ANY NATURE REGULATED PURSUANT TO ANY ENVIRONMENTAL LAW.
"INDEBTEDNESS" OF ANY PERSON MEANS, WITHOUT DUPLICATION, (A) ALL OBLIGATIONS OF
SUCH PERSON FOR BORROWED MONEY OR WITH RESPECT TO DEPOSITS OR ADVANCES OF ANY
KIND, (B) ALL OBLIGATIONS OF SUCH PERSON EVIDENCED BY BONDS, DEBENTURES, NOTES
OR SIMILAR INSTRUMENTS, (C) ALL OBLIGATIONS OF SUCH PERSON UPON WHICH INTEREST
CHARGES ARE CUSTOMARILY PAID, (D) ALL OBLIGATIONS OF SUCH PERSON UNDER
CONDITIONAL SALE OR OTHER TITLE RETENTION AGREEMENTS RELATING TO PROPERTY
ACQUIRED BY SUCH PERSON, (E) ALL OBLIGATIONS OF SUCH PERSON IN RESPECT OF THE
DEFERRED PURCHASE PRICE OF PROPERTY OR SERVICES (EXCLUDING CURRENT ACCOUNTS
PAYABLE INCURRED