LIMIT OR RESTRICT ADVANCES REQUESTED BY THE
COMPANIES.
(IV)
IF ANY 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
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, IN EACH CASE TO THE EXTENT
REQUIRED TO SATISFY SUCH FAILURE OF PERFORMANCE OR OBSERVANCE BY ANY COMPANY).
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 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
3
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 TERM, THE COMPANIES MAY BORROW AND
PREPAY LOANS IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND
NOTES.
(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