ADDENDA, ANNEXES AND SCHEDULES THERETO, AS THE SAME MAY BE FROM
TIME TO TIME AMENDED, MODIFIED, RESTATED OR SUPPLEMENTED, AND NOT TO ANY
PARTICULAR SECTION, SUBSECTION OR CLAUSE CONTAINED IN THIS AGREEMENT.
WHEREVER
FROM THE CONTEXT IT APPEARS APPROPRIATE, EACH TERM STATED IN EITHER THE SINGULAR
OR PLURAL SHALL INCLUDE THE SINGULAR AND THE PLURAL, AND PRONOUNS STATED IN THE
MASCULINE, FEMININE OR NEUTER GENDER SHALL INCLUDE THE MASCULINE, THE FEMININE
AND THE NEUTER.
THE TERM "OR" IS NOT EXCLUSIVE.
THE TERM "INCLUDING" (OR ANY
FORM THEREOF) SHALL NOT BE LIMITING OR EXCLUSIVE.
ALL REFERENCES TO STATUTES
AND RELATED REGULATIONS SHALL INCLUDE ANY AMENDMENTS OF SAME AND ANY SUCCESSOR
STATUTES AND REGULATIONS.
ALL REFERENCES IN THIS AGREEMENT OR IN THE SCHEDULES,
ADDENDA, ANNEXES AND EXHIBITS TO THIS AGREEMENT TO SECTIONS,
SCHEDULES, DISCLOSURE SCHEDULES, EXHIBITS, AND ATTACHMENTS SHALL REFER TO THE
CORRESPONDING SECTIONS, SCHEDULES, DISCLOSURE SCHEDULES, EXHIBITS, AND
ATTACHMENTS OF OR TO THIS AGREEMENT.
ALL REFERENCES TO ANY INSTRUMENTS OR
AGREEMENTS, INCLUDING REFERENCES TO ANY OF THIS AGREEMENT OR THE ANCILLARY
AGREEMENTS SHALL INCLUDE ANY AND ALL MODIFICATIONS OR AMENDMENTS THERETO AND ANY
AND ALL EXTENSIONS OR RENEWALS THEREOF.
2.
LOAN FACILITY.
(A)
LOANS.
(I)
SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN AND IN THE ANCILLARY AGREEMENTS, LAURUS SHALL, SO LONG AS NO EVENT
OF DEFAULT SHALL HAVE OCCURRED AND THEN BE CONTINUING, MAKE LOANS (THE "LOANS")
TO COMPANIES FROM TIME TO TIME DURING THE TERM WHICH, IN THE AGGREGATE AT ANY
TIME OUTSTANDING, WILL NOT EXCEED THE LESSER OF (X) (I) THE CAPITAL AVAILABILITY
AMOUNT MINUS (II) SUCH RESERVES AS LAURUS MAY REASONABLY IN ITS GOOD FAITH
JUDGMENT DEEM PROPER AND NECESSARY FROM TIME TO TIME (THE "RESERVES")
(INCLUDING, WITHOUT LIMITATION, RESERVES WITH RESPECT TO (I) SUMS THAT THE
COMPANIES ARE REQUIRED TO PAY (SUCH AS TAXES, ASSESSMENTS, INSURANCE PREMIUMS,
OR, IN THE CASE OF LEASED ASSETS, RENTS OR OTHER AMOUNTS PAYABLE UNDER SUCH
LEASES) AND HAVE FAILED TO PAY UNDER ANY SECTION OF THIS AGREEMENT OR ANY OTHER
ANCILLARY AGREEMENT, (II) AMOUNTS OWING BY THE COMPANIES OR THEIR SUBSIDIARIES
TO ANY PERSON TO THE EXTENT SECURED BY A LIEN ON, OR TRUST OVER, ANY OF THE
COLLATERAL, (SUCH AS LIENS OR TRUSTS IN FAVOR OF LANDLORDS, WAREHOUSEMEN,
CARRIERS, MECHANICS, MATERIALMEN, LABORERS, OR SUPPLIERS, OR LIENS OR TRUSTS FOR
AD VALOREM, EXCISE, SALES, OR OTHER TAXES) OR (III) ANY DETERIORATION IN THE
FINANCIAL CONDITION OR CREDIT QUALITY OF ANY ACCOUNT DEBTOR), AND (Y) AN AMOUNT
EQUAL TO (I) THE ACCOUNTS AVAILABILITY MINUS (II) THE RESERVES.
THE AMOUNT
DERIVED AT ANY TIME FROM SECTION 2(A)(I)(Y)(I) MINUS 2(A)(I)(Y)(II) SHALL BE
REFERRED TO AS THE "FORMULA AMOUNT."
THE COMPANIES SHALL, JOINTLY AND
SEVERALLY, EXECUTE AND DELIVER TO LAURUS ON THE CLOSING DATE THE REVOLVING NOTE
AND A MINIMUM BORROWING NOTE EVIDENCING THE LOANS FUNDED ON THE CLOSING DATE.
FROM TIME TO TIME THEREAFTER, THE COMPANIES SHALL JOINTLY AND SEVERALLY EXECUTE
AND DELIVER TO LAURUS IMMEDIATELY PRIOR TO THE FINAL FUNDING OF EACH ADDITIONAL
$10,000,000 TRANCHE OF LOANS ALLOCATED TO ANY