TO ACCOUNT DEBTORS, LESSORS OR OTHER OBLIGORS, THE PROCUREMENT
AND MAINTENANCE OF INSURANCE, THE EXECUTION OF ASSIGNMENTS, SECURITY AGREEMENTS
AND FINANCING STATEMENTS, AND THE ENDORSEMENT OF INSTRUMENTS).
THE AMOUNT OF
ALL REASONABLE MONIES EXPENDED AND ALL REASONABLE COSTS AND EXPENSES (INCLUDING
ATTORNEYS' FEES AND LEGAL EXPENSES) INCURRED BY LAURUS IN CONNECTION WITH OR AS
A RESULT OF THE FAILURE BY THE COMPANY TO PERFORM SUCH AGREEMENTS OR THE TAKING
OF SUCH ACTION BY LAURUS SHALL BE, PROVIDED THAT LAURUS PREVAILS, CHARGED TO THE
COMPANY'S ACCOUNT AS A REVOLVING CREDIT ADVANCE AND ADDED TO THE OBLIGATIONS.
TO FACILITATE LAURUS' PERFORMANCE OR OBSERVANCE OF SUCH COVENANTS OF THE
COMPANY, UPON THE OCCURRENCE AND CONTINUANCE OF AN EVENT OF DEFAULT, AND FOR SO
LONG AS SUCH EVENT OF DEFAULT SHALL BE CONTINUING BEYOND ANY APPLICABLE GRACE
PERIOD, THE COMPANY, WITHOUT FURTHER ACTION BY ANY PARTY HERETO IRREVOCABLY
APPOINTS LAURUS, OR LAURUS' DELEGATE, ACTING ALONE, AS THE COMPANY'S ATTORNEY IN
FACT (WHICH APPOINTMENT IS COUPLED WITH AN INTEREST) WITH THE RIGHT (BUT
2
not the duty) from time to time, and for the sole purpose of protecting the
Collateral, to create, prepare, complete, execute, deliver, endorse or file in
the name and on behalf of the Company any and all instruments, documents,
assignments, security agreements, financing statements, applications for
insurance and other agreements and writings required to be obtained, executed,
delivered or endorsed by the Company.
Any and all actions taken by Laurus
pursuant to any grant of power of attorney granted to it in this Agreement shall
be taken reasonably and in good faith.
(VI)
LAURUS WILL ACCOUNT TO THE COMPANY MONTHLY WITH A WRITTEN
STATEMENT OF ALL LOANS AND OTHER ADVANCES, CHARGES AND PAYMENTS MADE PURSUANT TO
THIS AGREEMENT, AND SUCH ACCOUNT RENDERED BY LAURUS SHALL BE DEEMED FINAL,
BINDING AND CONCLUSIVE UNLESS LAURUS IS NOTIFIED BY THE COMPANY IN WRITING TO
THE CONTRARY WITHIN FIFTEEN (15) DAYS OF THE DATE OF RECEIPT BY THE COMPANY OF
SUCH WRITTEN STATEMENT OF SUCH ACCOUNT. IF THE COMPANY SHALL DISPUTE ANY ENTRY
ON THE WRITTEN STATEMENT IT SHALL SPECIFY SUCH DISPUTE FOR EACH ACCOUNT
SPECIFYING THE ITEM OR ITEMS TO WHICH OBJECTION IS MADE. LAURUS AND THE COMPANY
HEREBY AGREE THAT TIME IS OF THE ESSENCE IN SUCH DISPUTES AND TO FULLY COOPERATE
TO RESOLVE ANY SUCH DISPUTES IN GOOD FAITH.
(VII)
DURING THE TERM, THE COMPANY MAY BORROW, PREPAY AND REBORROW
REVOLVING CREDIT ADVANCES, ALL IN ACCORDANCE WITH THE TERMS AND CONDITIONS
HEREOF.
(VIII)
IF ANY ELIGIBLE ACCOUNT IS NOT PAID BY THE ACCOUNT DEBTOR WITHIN
NINETY (90) DAYS AFTER THE DATE THAT SUCH ELIGIBLE ACCOUNT WAS INVOICED OR IF
ANY ACCOUNT DEBTOR ASSERTS A DEDUCTION, DISPUTE, CONTINGENCY, SET-OFF, OR
COUNTERCLAIM WITH RESPECT TO ANY ELIGIBLE ACCOUNT, THE COMPANY MAY (A) REPLACE
SUCH ELIGIBLE ACCOUNT WITH AN EQUIVALENT ELIGIBLE ACCOUNT OR ADDITIONAL
COLLATERAL, (PROVIDED, HOWEVER, THAT THE EXISTING ELIGIBLE ACCOUNTS ARE NOT
SUFFICIENT TO COVER THE OUTSTANDING BALANCE OF THE OBLIGATIONS) OR (B) REIMBURSE
LAURUS FOR THE AMOUNT OF THE REVOLVING CREDIT