ALL OR ANY OF THE
RIGHTS AND POWERS HEREIN GRANTED OR ANY ANCILLARY AGREEMENT.
15.
POWER OF ATTORNEY.
COMPANY HEREBY APPOINTS LAURUS, OR ANY OTHER PERSON
WHOM LAURUS MAY DESIGNATE AS COMPANY'S ATTORNEY, WITH POWER TO:
(I) ENDORSE
COMPANY'S NAME ON ANY CHECKS, NOTES, ACCEPTANCES, MONEY ORDERS, DRAFTS OR OTHER
FORMS OF PAYMENT OR SECURITY THAT MAY COME INTO LAURUS' POSSESSION; (II) SIGN
COMPANY'S NAME ON ANY INVOICE OR BILL OF LADING RELATING TO ANY ACCOUNTS, DRAFTS
AGAINST ACCOUNT DEBTORS, SCHEDULES AND ASSIGNMENTS OF ACCOUNTS, NOTICES OF
ASSIGNMENT, FINANCING STATEMENTS AND OTHER PUBLIC RECORDS, VERIFICATIONS OF
ACCOUNT AND NOTICES TO OR FROM ACCOUNT DEBTORS; (III) VERIFY THE VALIDITY,
AMOUNT OR ANY OTHER MATTER RELATING TO ANY ACCOUNT BY MAIL, TELEPHONE, TELEGRAPH
OR OTHERWISE WITH ACCOUNT DEBTORS; (IV) DO ALL THINGS NECESSARY TO CARRY OUT
THIS AGREEMENT, ANY ANCILLARY AGREEMENT AND ALL RELATED DOCUMENTS; AND (V) ON OR
AFTER THE OCCURRENCE AND CONTINUATION OF AN EVENT OF DEFAULT, NOTIFY THE POST
OFFICE AUTHORITIES TO CHANGE THE ADDRESS FOR DELIVERY OF COMPANY'S MAIL TO AN
ADDRESS DESIGNATED BY LAURUS, AND TO RECEIVE, OPEN AND DISPOSE OF ALL MAIL
ADDRESSED TO COMPANY: PROVIDED, HOWEVER, THAT LAURUS SHALL FORWARD ALL SUCH MAIL
NOT PERTAINING TO ACCOUNTS TO THE COMPANY WITHIN TWO BUSINESS DAYS OF LAURUS'
RECEIPT OF SUCH MAIL.
COMPANY HEREBY RATIFIES AND APPROVES ALL ACTS OF THE
ATTORNEY.
NEITHER LAURUS, NOR THE ATTORNEY WILL BE LIABLE FOR ANY ACTS OR
OMISSIONS OR FOR ANY ERROR OF JUDGMENT OR MISTAKE OF FACT OR LAW.
THIS POWER,
BEING COUPLED
16
with an interest, is irrevocable so long as Laurus has a security interest and
until the Obligations have been fully satisfied.
16.
TERM OF AGREEMENT.
LAURUS' AGREEMENT TO MAKE LOANS AND EXTEND FINANCIAL
ACCOMMODATIONS UNDER AND IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT OR ANY
ANCILLARY AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT UNTIL THE EXPIRATION
OF THE INITIAL TERM.
AT THE EXPIRATION OF THE INITIAL TERM, THIS AGREEMENT
SHALL BE DEEMED TO BE AUTOMATICALLY RENEWED FOR AN ADDITIONAL PERIOD OF ONE
YEAR
AND THEREAFTER TO BE AUTOMATICALLY RENEWED BY SUCCEEDING TERMS OF EQUAL
LENGTH AT THE END OF THE FIRST AND EACH SUCCEEDING RENEWAL TERM (EACH, A
"RENEWAL TERM"), UNLESS (I) COMPANY SHALL (A) DELIVER WRITTEN NOTICE OF
CANCELLATION TO LAURUS NOT EARLIER THAN 90 DAYS AND NOT LATER THAN 30 DAYS PRIOR
TO THE EXPIRATION DATE OF THE INITIAL TERM OR ANY SUCCEEDING RENEWAL TERM AND
(B) HAS PAID IN FULL IN CASH ALL OBLIGATIONS ON OR PRIOR TO THE EXPIRATION DATE
OF THE INITIAL TERM OR ANY RENEWAL TERM, AS APPLICABLE, OR (II) LAURUS SHALL
DELIVER WRITTEN NOTICE OF CANCELLATION TO COMPANY NOT EARLIER THAN 90 DAYS AND
NOT LATER THAN 30 DAYS PRIOR TO THE EXPIRATION DATE OF THE INITIAL TERM OR ANY
SUCCEEDING RENEWAL TERM.
AT LAURUS' ELECTION FOLLOWING THE OCCURRENCE OF AN
EVENT OF DEFAULT, LAURUS MAY TERMINATE THIS AGREEMENT.
THE TERMINATION OF THE
AGREEMENT SHALL NOT AFFECT ANY OF LAURUS' RIGHTS HEREUNDER OR ANY ANCILLARY