INTEREST, FEES, COSTS OR CHARGES PAYABLE TO LAURUS
HEREUNDER ARE NOT PAID WHEN DUE, EACH OF THE COMPANIES SHALL THEREBY BE DEEMED
TO HAVE REQUESTED, AND LAURUS IS HEREBY AUTHORIZED AT ITS DISCRETION TO MAKE AND
CHARGE TO THE COMPANIES' ACCOUNT, A LOAN AS OF SUCH DATE IN AN AMOUNT EQUAL TO
SUCH UNPAID INTEREST, FEES, COSTS OR CHARGES.
(V)
IF ANY COMPANY AT ANY TIME FAILS TO PERFORM OR OBSERVE ANY OF THE
COVENANTS CONTAINED IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, LAURUS MAY,
BUT NEED NOT, PERFORM OR OBSERVE SUCH COVENANT ON BEHALF AND IN THE NAME, PLACE
AND STEAD OF SUCH COMPANY (OR, AT LAURUS' OPTION, IN LAURUS' NAME) AND MAY, BUT
NEED NOT, TAKE ANY AND ALL OTHER ACTIONS WHICH LAURUS MAY DEEM NECESSARY TO CURE
OR CORRECT SUCH FAILURE (INCLUDING THE PAYMENT OF
2
TAXES, THE SATISFACTION OF LIENS, THE PERFORMANCE OF OBLIGATIONS OWED 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 MONIES
EXPENDED AND ALL COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND LEGAL
EXPENSES) INCURRED BY LAURUS IN CONNECTION WITH OR AS A RESULT OF THE
PERFORMANCE OR OBSERVANCE OF SUCH AGREEMENTS OR THE TAKING OF SUCH ACTION BY
LAURUS SHALL BE CHARGED TO THE COMPANIES' ACCOUNT AS A REVOLVING LOAN AND ADDED
TO THE OBLIGATIONS.
TO FACILITATE LAURUS' PERFORMANCE OR OBSERVANCE OF SUCH
COVENANTS BY EACH COMPANY, EACH COMPANY HEREBY IRREVOCABLY APPOINTS LAURUS, OR
LAURUS' DELEGATE, ACTING ALONE, AS SUCH COMPANY'S ATTORNEY IN FACT (WHICH
APPOINTMENT IS COUPLED WITH AN INTEREST) WITH THE RIGHT (BUT NOT THE DUTY) FROM
TIME TO TIME TO CREATE, PREPARE, COMPLETE, EXECUTE, DELIVER, ENDORSE OR FILE IN
THE NAME AND ON BEHALF OF SUCH 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 SUCH COMPANY.
(VI)
LAURUS WILL ACCOUNT TO COMPANY AGENT MONTHLY WITH A 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 COMPANY AGENT IN WRITING TO THE
CONTRARY WITHIN THIRTY (30) DAYS OF THE DATE EACH ACCOUNT WAS RENDERED
SPECIFYING THE ITEM OR ITEMS TO WHICH OBJECTION IS MADE.
(VII)
DURING THE REVOLVING TERM, THE COMPANIES MAY BORROW AND PREPAY
REVOLVING LOANS 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, (A "DELINQUENT ACCOUNT"), THE
COMPANIES SHALL JOINTLY AND SEVERALLY (I) REIMBURSE LAURUS FOR THE AMOUNT OF THE
LOANS MADE WITH RESPECT TO SUCH DELINQUENT ACCOUNT PLUS AN ADJUSTMENT FEE IN AN
AMOUNT EQUAL TO