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 REVOLVING LOANS.
COMPANY AGENT MAY BY WRITTEN
NOTICE REQUEST A BORROWING OF REVOLVING LOANS PRIOR TO 12:00 NOON (NEW YORK
TIME) ON THE BUSINESS DAY OF ITS REQUEST TO INCUR, ON THE NEXT BUSINESS DAY, A
REVOLVING LOAN.
TOGETHER WITH EACH REQUEST FOR A REVOLVING LOAN (OR AT SUCH
OTHER INTERVALS AS LAURUS MAY REQUEST), COMPANY AGENT SHALL DELIVER TO LAURUS A
BORROWING BASE CERTIFICATE IN THE FORM OF EXHIBIT B ATTACHED HERETO, 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 REVOLVING 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.
THE PROCEEDS OF EACH REVOLVING 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 REVOLVING 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 AND PAYMENTS SHALL BE COMPUTED ON THE BASIS OF ACTUAL
DAYS ELAPSED IN A YEAR OF 360 DAYS.
AT LAURUS' OPTION, LAURUS MAY CHARGE THE
COMPANIES' ACCOUNT FOR SAID INTEREST.
(III)
EFFECTIVE UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT AND FOR SO
LONG AS ANY EVENT OF DEFAULT SHALL BE CONTINUING, THE CONTRACT RATE SHALL
AUTOMATICALLY BE INCREASED AS SET FORTH IN THE NOTES (SUCH INCREASED RATE, THE
"DEFAULT RATE"), AND ALL OUTSTANDING OBLIGATIONS, INCLUDING UNPAID INTEREST,
SHALL CONTINUE TO ACCRUE INTEREST FROM THE DATE OF SUCH EVENT OF DEFAULT AT THE
DEFAULT RATE APPLICABLE TO SUCH OBLIGATIONS.
(IV)
IN NO EVENT SHALL THE AGGREGATE INTEREST PAYABLE HEREUNDER EXCEED
THE MAXIMUM RATE PERMITTED UNDER ANY APPLICABLE LAW OR REGULATION, AS IN EFFECT
FROM TIME TO TIME (THE "MAXIMUM LEGAL RATE"), AND IF ANY PROVISION OF THIS
AGREEMENT OR ANY ANCILLARY AGREEMENT IS IN CONTRAVENTION OF ANY SUCH LAW OR
REGULATION, INTEREST PAYABLE UNDER THIS AGREEMENT AND EACH ANCILLARY AGREEMENT
SHALL BE COMPUTED ON THE BASIS OF THE MAXIMUM LEGAL RATE (SO