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 LOANS.
COMPANY MAY BY WRITTEN NOTICE REQUEST A BORROWING
OF LOANS PRIOR TO 9:30 A.M. (NEW YORK TIME) ON THE BUSINESS DAY OF ITS REQUEST
TO INCUR, ON THAT DAY, A LOAN.
TOGETHER WITH EACH REQUEST FOR A LOAN (OR AT
SUCH OTHER INTERVALS AS LAURUS MAY REQUEST), COMPANY SHALL DELIVER TO LAURUS A
BORROWING BASE CERTIFICATE IN THE FORM OF EXHIBIT A, WHICH SHALL BE CERTIFIED AS
TRUE AND CORRECT BY THE PRESIDENT OR CHIEF FINANCIAL
OFFICER OF COMPANY
TOGETHER WITH ALL SUPPORTING DOCUMENTATION RELATING THERETO.
ALL LOANS SHALL BE
DISBURSED FROM WHICHEVER OFFICE OR OTHER PLACE LAURUS MAY DESIGNATE FROM TIME TO
TIME AND SHALL BE CHARGED TO COMPANY'S ACCOUNT ON LAURUS' BOOKS.
THE PROCEEDS
OF EACH LOAN MADE BY LAURUS SHALL BE MADE AVAILABLE TO COMPANY ON THE BUSINESS
DAY SO REQUESTED IN ACCORDANCE WITH THE TERMS OF THIS SECTION 4 BY WAY OF CREDIT
TO COMPANY'S OPERATING ACCOUNT MAINTAINED WITH SUCH BANK AS COMPANY DESIGNATED
TO LAURUS.
ANY AND ALL OBLIGATIONS DUE AND OWING HEREUNDER MAY BE CHARGED TO
COMPANY'S ACCOUNT AND SHALL CONSTITUTE LOANS.
5.
INTEREST AND PAYMENTS.
(A)
INTEREST.
(I)
EXCEPT AS MODIFIED BY SECTION 5(A)(III) BELOW, FROM AND AFTER THE
DATE HEREOF, THE COMPANY SHALL 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; SUCH INTEREST PAYMENTS
SHALL BE DUE AND PAYABLE ON THE FIRST BUSINESS DAY OF EACH MONTH DURING THE TERM
AND EACH RENEWAL TERM, IF ANY
(II)
INTEREST AND PAYMENTS SHALL BE COMPUTED ON THE BASIS OF ACTUAL
DAYS ELAPSED IN A YEAR OF 360 DAYS.
AT LAURUS' OPTION, IF NOT OTHERWISE PAID BY
THE COMPANY, LAURUS MAY CHARGE COMPANY ACCOUNT FOR
INTEREST PAYMENTS DUE
HEREUNDER.
(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 BY FIVE PERCENT (5%) PER ANNUM (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 ANCILLARY AGREEMENT IS
4
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 that such interest will not exceed the Maximum Legal
Rate).
(V)
COMPANY SHALL PAY PRINCIPAL, INTEREST AND ALL OTHER AMOUNTS
PAYABLE HEREUNDER, OR