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.
CREDIT ADVANCES.
(A)
(I)
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN
AND IN THE ANCILLARY AGREEMENTS, LAURUS MAY MAKE REVOLVING CREDIT ADVANCES (THE
"REVOLVING CREDIT ADVANCES") TO THE COMPANY 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 TO PRESERVE AND PROTECT COLLATERAL (THE "RESERVES") OR (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".
(II)
NOTWITHSTANDING THE LIMITATIONS SET FORTH ABOVE, LAURUS RETAINS
THE RIGHT TO LEND TO THE COMPANY FROM TIME TO TIME SUCH AMOUNTS IN EXCESS OF
SUCH LIMITATIONS (IF REQUESTED BY THE COMPANY), AS LAURUS MAY DETERMINE IN ITS
SOLE DISCRETION.
(III)
COMPANY ACKNOWLEDGES THAT THE EXERCISE OF LAURUS' DISCRETIONARY
RIGHTS HEREUNDER MAY RESULT DURING THE TERM IN ONE OR MORE INCREASES OR
DECREASES IN THE ADVANCE PERCENTAGES USED IN DETERMINING ACCOUNTS AVAILABILITY
AND COMPANY HEREBY CONSENTS TO ANY SUCH INCREASES OR DECREASES WHICH MAY LIMIT
OR RESTRICT ADVANCES REQUESTED BY COMPANY.
(IV)
IF THE COMPANY OR GUARANTOR SUBSIDIARY DOES NOT PAY ANY UNDISPUTED
INTEREST, FEES, COSTS OR CHARGES TO LAURUS WHEN DUE, THE COMPANY SHALL THEREBY
BE DEEMED TO HAVE REQUESTED, AND LAURUS IS HEREBY AUTHORIZED AT ITS DISCRETION
TO MAKE AND CHARGE TO THE COMPANY'S ACCOUNT, A REVOLVING CREDIT ADVANCE TO THE
COMPANY AS OF SUCH DATE IN AN AMOUNT EQUAL TO SUCH UNPAID INTEREST, FEES, COSTS
OR CHARGES.
(V)
IF THE COMPANY AT ANY TIME IS IN DEFAULT OF ANY OF ITS OBLIGATIONS
AND SUCH DEFAULT HAS A MATERIAL ADVERSE EFFECT, LAURUS MAY, AFTER REASONABLE
TIME TO CURE, BUT NEED NOT, PERFORM OR OBSERVE SUCH COVENANT ON BEHALF AND IN
THE NAME, PLACE AND STEAD OF THE COMPANY (-OR, AT LAURUS' OPTION, IN LAURUS'
NAME) AND MAY, AFTER REASONABLE TIME TO CURE, BUT NEED NOT, TAKE ANY AND ALL
OTHER ACTIONS WHICH LAURUS MAY DEEM NECESSARY TO CURE OR CORRECT SUCH FAILURE
(INCLUDING THE PAYMENT OF TAXES, THE SATISFACTION OF LIENS, THE PERFORMANCE OF
OBLIGATIONS OWED