UNDER ANY ANCILLARY AGREEMENT, WITHOUT ANY DEDUCTION
WHATSOEVER, INCLUDING ANY DEDUCTION FOR ANY SET-OFF OR COUNTERCLAIM.
(B)
PAYMENTS.
(I)
CLOSING/ANNUAL PAYMENTS.
UPON EXECUTION OF THIS AGREEMENT BY
COMPANY AND LAURUS, COMPANY SHALL PAY TO LAURUS CAPITAL MANAGEMENT, LLC A
CLOSING PAYMENT IN AN AMOUNT EQUAL TO THREE AND ONE HALF PERCENT (3.5%) OF THE
CAPITAL AVAILABILITY AMOUNT.
ON EACH ANNIVERSARY OF THE CLOSING DATE, COMPANY
SHALL PAY TO LAURUS CAPITAL MANAGEMENT, LLC AN ANNUAL PAYMENT EQUAL TO ONE
QUARTER PERCENT (.25%) OF THE CAPITAL AVAILABILITY AMOUNT.
SUCH PAYMENTS SHALL
BE DEEMED FULLY EARNED ON THE CLOSING DATE AND SHALL NOT BE SUBJECT TO REBATE OR
PRORATION FOR ANY REASON.
(II)
OVERADVANCE PAYMENT.
WITHOUT AFFECTING LAURUS' RIGHTS HEREUNDER
IN THE EVENT THE LOANS EXCEED THE AMOUNTS PERMITTED BY SECTION 2
("OVERADVANCES"), IN THE EVENT AN OVERADVANCE OCCURS ALL SUCH OVERADVANCES SHALL
BEAR INTEREST AT AN ANNUAL
RATE EQUAL TO FIVE
PERCENT (5%) IN EXCESS OF THE
THEN APPLICABLE CONTRACT AMOUNT FOR EACH MONTH OR PORTION THEREOF AS SUCH
AMOUNTS SHALL BE OUTSTANDING.
(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 ONE HALF
PERCENT (0.50%) PER ANNUM OF THE AMOUNT BY WHICH THE CAPITAL AVAILABILITY AMOUNT
EXCEEDS THE AVERAGE REVOLVING AMOUNT.
NOTWITHSTANDING THE FOREGOING, ANY UNPAID
FEES SHALL BE IMMEDIATELY DUE AND PAYABLE UPON TERMINATION OF THIS AGREEMENT.
(IV)
FINANCIAL INFORMATION DEFAULT.
WITHOUT AFFECTING LAURUS' OTHER
RIGHTS AND REMEDIES, IN THE EVENT COMPANY FAILS TO DELIVER THE FINANCIAL
INFORMATION REQUIRED BY SECTION 11 ON OR BEFORE THE DATE REQUIRED BY THIS
AGREEMENT, COMPANY SHALL PAY LAURUS A FEE IN THE AMOUNT OF $500.00 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
COMPANY'S ACCOUNT UPON THE OCCURRENCE OF EACH SUCH FAILURE.
6.
SECURITY INTEREST.
(A)
TO SECURE THE PROMPT PAYMENT TO LAURUS OF THE OBLIGATIONS, COMPANY HEREBY
ASSIGNS, PLEDGES AND GRANTS TO LAURUS A CONTINUING SECURITY INTEREST IN AND LIEN
UPON ALL OF THE COLLATERAL.
ALL OF COMPANY'S BOOKS AND RECORDS RELATING TO THE
COLLATERAL SHALL, UNTIL DELIVERED TO OR REMOVED BY LAURUS, BE KEPT BY 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 COMPANY SHALL BE DEEMED TO INCLUDE THE FOREGOING GRANT, WHETHER OR NOT THE
SAME APPEARS THEREIN.
5
(B)
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 COMPANY (OR ANY PORTION OF COMPANY'S ASSETS) OR WORDS OF
SIMILAR EFFECT, REGARDLESS OF WHETHER ANY PARTICULAR ASSET COMPRISED IN THE
COLLATERAL FALLS WITHIN THE SCOPE OF ARTICLE 9 OF THE UCC OF SUCH JURISDICTION,