REBATE OR PRORATION FOR ANY REASON.
(II)
COLLATERAL MANAGEMENT PAYMENT.
FOR UNDERWRITING, PROCESSING AND
SUPERVISING THE COMPANY'S AND GUARANTOR SUBSIDIARY'S ACCOUNTS, THE COMPANY SHALL
PAY LAURUS A MONTHLY COLLATERAL MANAGEMENT PAYMENT IN AN AMOUNT EQUAL TO 0.075%
OF THE AVERAGE OUTSTANDING REVOLVING CREDIT ADVANCES DURING THE IMMEDIATELY
PRECEDING MONTH.
SUCH PAYMENT SHALL BE PAYABLE ON THE FIRST DAY OF EACH MONTH
IN ARREARS BY A CHARGE BY LAURUS TO THE COMPANY'S ACCOUNT.
NOTWITHSTANDING THE
FOREGOING, ANY UNPAID FEE SHALL BE IMMEDIATELY DUE AND PAYABLE UPON TERMINATION
OF THIS AGREEMENT.
(III)
UNUSED LINE PAYMENT.
IF, FOR ANY MONTH, THE AVERAGE OUTSTANDING
REVOLVING CREDIT ADVANCES (THE "AVERAGE REVOLVING AMOUNT") ARE LESS THAN THE
CAPITAL AVAILABILITY AMOUNT, THE COMPANY SHALL PAY TO LAURUS AT THE END OF SUCH
MONTH A PAYMENT (CALCULATED ON A PER ANNUM BASIS) IN AN AMOUNT EQUAL TO 0.40% OF
THE AMOUNT BY WHICH THE CAPITAL AVAILABILITY AMOUNT EXCEEDS THE AVERAGE
REVOLVING AMOUNT.
NOTWITHSTANDING THE FOREGOING, ANY UNPAID FEE SHALL BE
IMMEDIATELY DUE AND PAYABLE UPON TERMINATION OF THIS AGREEMENT.
(IV)
OVERADVANCE PAYMENT.
WITHOUT AFFECTING THE COMPANY'S OBLIGATION TO
IMMEDIATELY REPAY ANY LOANS WHICH EXCEED THE AMOUNTS PERMITTED BY SECTION 2
("OVERADVANCES"), IN THE EVENT AN OVERADVANCE OCCURS OR IS MADE BY LAURUS, ALL
SUCH OVERADVANCES SHALL BEAR INTEREST AT A MONTHLY RATE EQUAL TO 0.25% OF THE
AMOUNT OF SUCH OVERADVANCES FOR EACH MONTH OR PORTION THEREOF AS SUCH AMOUNTS
SHALL BE OUTSTANDING.
(V)
FINANCIAL INFORMATION DEFAULT.
WITHOUT AFFECTING LAURUS' OTHER
RIGHTS AND REMEDIES, IN THE EVENT THE COMPANY FAILS TO DELIVER THE FINANCIAL
INFORMATION REQUIRED BY SECTION 11 ON OR BEFORE THE DATE REQUIRED BY THIS
AGREEMENT, THE COMPANY SHALL PAY LAURUS A
5
fee in the amount of $250.00 per week (or portion thereof) for each such failure
until such failure is cured to Laurus' satisfaction or waived in writing by
Laurus.
Such fee shall be charged to the Company's account upon the occurrence
of each such failure.
Such fee shall not apply in the case where such failure
of timely delivery was due to reasonable cause.
6.
SECURITY INTEREST.
(A)
TO SECURE THE PROMPT PAYMENT TO LAURUS OF THE OBLIGATIONS, THE COMPANY
HEREBY ASSIGNS, PLEDGES AND GRANTS TO LAURUS A CONTINUING SECURITY INTEREST IN
AND LIEN UPON ALL OF THE COLLATERAL, EXCLUDING ANY AND ALL INTELLECTUAL
PROPERTY, WHETHER OWNED, DIRECTLY OR INDIRECTLY, BY THE COMPANY, ANY SUBSIDIARY
OR THE SUBSIDIARY.
ALL OF THE COMPANY'S BOOKS AND RECORDS DIRECTLY RELATING TO
THE COLLATERAL SHALL, UNTIL DELIVERED TO OR REMOVED BY LAURUS, BE KEPT BY THE
COMPANY IN TRUST FOR LAURUS UNTIL ALL OBLIGATIONS HAVE BEEN PAID IN FULL.
EACH
CONFIRMATORY ASSIGNMENT SCHEDULE OR OTHER FORM OF ASSIGNMENT HEREAFTER EXECUTED
BY THE COMPANY SHALL BE DEEMED TO INCLUDE THE FOREGOING GRANT, WHETHER OR NOT
THE SAME APPEARS THEREIN.
(B)
THE COMPANY HEREBY (I) AUTHORIZES LAURUS TO FILE ANY FINANCING
STATEMENTS, CONTINUATION STATEMENTS OR AMENDMENTS THERETO THAT (X) INDICATE THE
COLLATERAL (1) AS ALL ASSETS OF THE COMPANY (OR ANY PORTION OF THE COMPANY'S
ASSETS) OR WORDS