ACCRUED AND UNPAID INTEREST, FEES AND CHARGES AND; (II) ALL OTHER AMOUNTS OWED
LAURUS UNDER THIS AGREEMENT AND THE ANCILLARY AGREEMENTS; AND (C) SUBJECT TO
SECTION 2(A)(II), SHALL REPAY ON ANY DAY ON WHICH THE THEN AGGREGATE OUTSTANDING
PRINCIPAL BALANCE OF THE LOANS ARE IN EXCESS OF THE FORMULA AMOUNT AT SUCH TIME,
LOANS IN AN AMOUNT EQUAL TO SUCH EXCESS. ANY PAYMENTS OF PRINCIPAL, INTEREST,
FEES OR 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 AGENT MAY
BY WRITTEN NOTICE REQUEST A BORROWING OF LOANS PRIOR TO 11:30 A.M. (NEW YORK
TIME) ON THE BUSINESS DAY OF ITS REQUEST TO INCUR, ON THE DAY OF A NOTIFICATION,
A LOAN.
COMPANY AGENT SHALL DELIVER ON EACH BUSINESS DAY TO LAURUS A BORROWING
BASE CERTIFICATE IN THE FORM OF EXHIBIT B ATTACHED HERETO, WHICH SHALL BE
CERTIFIED AS TRUE AND CORRECT BY THE TREASURER OR PRESIDENT OF COMPANY AGENT
TOGETHER WITH ALL SUPPORTING DOCUMENTATION RELATING THERETO AND SHALL REFLECT
ALL ALLOWANCES, CREDITS AND MONIES, AS APPLICABLE, GRANTED BY EACH COMPANY TO
ACCOUNT DEBTORS.
ALL LOANS SHALL BE DISBURSED FROM WHICHEVER OFFICE OR OTHER
PLACE LAURUS MAY DESIGNATE FROM TIME TO TIME AND SHALL BE CHARGED TO THE
COMPANIES' ACCOUNT ON LAURUS' BOOKS.
THE PROCEEDS OF EACH LOAN MADE BY LAURUS
SHALL BE MADE AVAILABLE TO COMPANY AGENT (A) ON THE BUSINESS DAY SO REQUESTED IF
SUCH REQUEST IS RECEIVED PRIOR TO 11:30 A.M. AND (B) ON THE BUSINESS DAY
FOLLOWING THE BUSINESS DAY SO REQUESTED IF SUCH REQUEST IS RECEIVED ON OR AFTER
11:30 A.M., IN EACH CASE IN ACCORDANCE WITH THE TERMS OF THIS SECTION 4 BY WAY
OF CREDIT OF IMMEDIATELY AVAILABLE FUNDS TO THE APPLICABLE COMPANY'S OPERATING
ACCOUNT MAINTAINED WITH SUCH BANK AS COMPANY AGENT DESIGNATED TO LAURUS.
ANY
AND ALL OBLIGATIONS DUE AND OWING HEREUNDER MAY BE CHARGED TO THE COMPANIES'
ACCOUNT AND SHALL CONSTITUTE LOANS.
5.
INTEREST AND PAYMENTS.
(A)
INTEREST.
(I)
EXCEPT AS MODIFIED BY
SECTION 5(A)(III) BELOW, THE COMPANIES SHALL JOINTLY AND SEVERALLY 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.
(II)
INTEREST AND PAYMENTS SHALL BE COMPUTED ON
THE BASIS OF ACTUAL DAYS ELAPSED IN A YEAR OF 360 DAYS.
AT LAURUS' OPTION,
LAURUS MAY CHARGE COMPANIES' ACCOUNT FOR SAID INTEREST.
5
(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 AS SET FORTH IN THE NOTES (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