TOGETHER WITH
ACCRUED AND UNPAID INTEREST, FEES AND CHARGES AND; (II) ALL OTHER AMOUNTS OWED
LAURUS UNDER THIS AGREEMENT AND THE ANCILLARY AGREEMENTS; AND (C) SUBJECT TO
SECTION 2(A)(II), SHALL REPAY ON ANY DAY ON WHICH THE THEN AGGREGATE OUTSTANDING
PRINCIPAL BALANCE OF THE LOANS ARE IN EXCESS OF THE FORMULA AMOUNT AT SUCH TIME,
LOANS IN AN AMOUNT EQUAL TO SUCH EXCESS. ANY PAYMENTS OF PRINCIPAL, INTEREST,
FEES OR ANY OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER ANY ANCILLARY AGREEMENT
SHALL BE MADE PRIOR TO 12:00 NOON (NEW YORK TIME) ON THE DUE DATE THEREOF IN
IMMEDIATELY AVAILABLE FUNDS.
4.
PROCEDURE FOR LOANS.
COMPANY AGENT MAY
BY WRITTEN NOTICE REQUEST A BORROWING OF LOANS PRIOR TO 12:00 NOON (NEW YORK
TIME) ON THE BUSINESS DAY OF ITS REQUEST TO INCUR, ON THE NEXT BUSINESS DAY, A
LOAN.
TOGETHER WITH EACH REQUEST FOR A LOAN (OR AT SUCH OTHER INTERVALS AS
LAURUS MAY REQUEST), COMPANY AGENT SHALL DELIVER TO LAURUS A BORROWING BASE
CERTIFICATE WHICH SHALL BE CERTIFIED AS TRUE AND CORRECT BY THE CHIEF EXECUTIVE
OFFICER OR CHIEF FINANCIAL OFFICER OF COMPANY AGENT TOGETHER WITH ALL SUPPORTING
DOCUMENTATION RELATING THERETO.
ALL LOANS SHALL BE DISBURSED FROM WHICHEVER
OFFICE OR OTHER PLACE LAURUS MAY DESIGNATE FROM TIME TO TIME AND SHALL BE
CHARGED TO THE COMPANIES' ACCOUNT ON LAURUS' BOOKS.
AS AN ACCOMMODATION, LAURUS
MAY PERMIT FACSIMILE REQUESTS FOR A LOAN OR FACSIMILE TRANSMITTAL OF
INSTRUCTIONS, AUTHORIZATIONS, AGREEMENTS OR REPORTS TO LAURUS PROVIDED THAT THE
ORIGINALS THEREOF ARE DELIVERED TO LAURUS WITHIN ONE (1) BUSINESS DAY OF ANY
TRANSMISSION BY FACSIMILE.
IF LAURUS PERMITS ANY SUCH MEANS OF COMMUNICATION BY
ANY COMPANY, UNLESS COMPANY AGENT SPECIFICALLY DIRECTS LAURUS IN WRITING NOT TO
ACCEPT OR ACT UPON FACSIMILE COMMUNICATIONS FROM SUCH COMPANY, LAURUS SHALL HAVE
NO LIABILITY TO ANY COMPANY FOR ANY LOSS OR DAMAGE SUFFERED BY ANY COMPANY AS A
RESULT OF LAURUS HONORING OF ANY REQUESTS, EXECUTION OF ANY INSTRUCTIONS,
AUTHORIZATIONS OR AGREEMENTS OR RELIANCE ON ANY REPORTS COMMUNICATED TO IT BY
FACSIMILE AND PURPORTING TO HAVE BEEN SENT TO LAURUS BY ANY COMPANY, AND LAURUS
SHALL HAVE NO DUTY TO VERIFY THE ORIGIN OF ANY SUCH COMMUNICATION OR THE
IDENTITY OR AUTHORITY OF THE PERSON SENDING IT.
THE PROCEEDS OF EACH LOAN MADE
BY LAURUS SHALL BE MADE AVAILABLE TO COMPANY AGENT ON THE BUSINESS DAY FOLLOWING
THE BUSINESS DAY SO REQUESTED IN ACCORDANCE WITH THE TERMS OF THIS SECTION 4 BY
WAY OF CREDIT TO THE APPLICABLE COMPANY'S OPERATING ACCOUNT MAINTAINED WITH SUCH
BANK AS COMPANY AGENT DESIGNATED TO LAURUS.
ANY AND ALL OBLIGATIONS DUE AND
OWING HEREUNDER MAY BE CHARGED TO THE COMPANIES' ACCOUNT AND SHALL CONSTITUTE
LOANS.
4
5.
INTEREST AND PAYMENTS.
(A)
INTEREST.
(I)
EXCEPT AS MODIFIED BY
SECTION 5(A)(III) BELOW, THE COMPANIES SHALL JOINTLY AND SEVERALLY PAY INTEREST
AT THE CONTRACT RATE ON THE UNPAID PRINCIPAL BALANCE OF EACH LOAN UNTIL SUCH
TIME AS SUCH LOAN IS COLLECTED IN FULL IN GOOD FUNDS IN DOLLARS OF THE UNITED
STATES OF AMERICA.
(II)
INTEREST