THE WAREHOUSE MANAGEMENT SYSTEM SOFTWARE OR
ADVANCE REQUESTS BY TELECOPY, THE COMPANY COVENANTS AND AGREES TO ASSUME
LIABILITY FOR AND TO PROTECT, INDEMNIFY AND SAVE THE LENDER HARMLESS FROM, ANY
AND ALL LIABILITIES, OBLIGATIONS, DAMAGES, PENALTIES, CLAIMS, CAUSES OF ACTION,
COSTS, CHARGES AND EXPENSES, INCLUDING ATTORNEYS' FEES AND EXPENSES OF
EMPLOYEES, WHICH MAY BE IMPOSED, INCURRED BY OR ASSERTED AGAINST THE LENDER BY
REASON OF ANY LOSS, DAMAGE OR CLAIM HOWSOEVER ARISING OR INCURRED BECAUSE OF,
OUT OF OR IN CONNECTION WITH (I) ANY ACTION OF THE LENDER PURSUANT TO ELECTRONIC
REQUESTS OR ADVANCE REQUESTS BY TELECOPY, (II) THE BREACH OF ANY PROVISIONS OF
THIS AGREEMENT BY THE COMPANY, (III) THE TRANSFER OF FUNDS PURSUANT TO SUCH
ELECTRONIC REQUESTS OR ADVANCE REQUESTS BY TELECOPY, OR (IV) THE LENDER'S
HONORING OR FAILING TO HONOR ANY ELECTRONIC REQUEST OR ADVANCE REQUEST BY
TELECOPY FOR ANY REASON OR NO REASON WHATSOEVER. THE LENDER IS ENTITLED TO RELY
UPON AND ACT UPON ELECTRONIC REQUESTS OR ADVANCE REQUESTS BY TELECOPY, AND THE
COMPANY SHALL BE UNCONDITIONALLY AND ABSOLUTELY ESTOPPED FROM DENYING (X) THE
AUTHENTICITY AND VALIDITY OF ANY SUCH TRANSACTION SO ACTED UPON BY THE LENDER
ONCE THE LENDER HAS ADVANCED FUNDS AND HAS DEPOSITED OR TRANSFERRED SUCH FUNDS
AS REQUESTED IN ANY SUCH ELECTRONIC REQUEST OR ADVANCE REQUEST BY TELECOPY, AND
(Y) THE COMPANY'S LIABILITY AND RESPONSIBILITY THEREFOR.
(1)
IN THE CASE OF ANY WET SETTLEMENT ADVANCES, THE COMPANY SHALL
FOLLOW THE PROCEDURES AND, AT OR PRIOR TO THE LENDER'S MAKING OF SUCH WET
SETTLEMENT ADVANCE, SHALL DELIVER TO THE LENDER OR ITS DESIGNEE THE DOCUMENTS
SET FORTH IN SECTION II OF EXHIBIT "C" HERETO.
IN CASE OF COLLATERAL FINANCED
THROUGH A WET SETTLEMENT ADVANCE, THE COMPANY SHALL CAUSE ALL COLLATERAL
DOCUMENTS TO BE DELIVERED TO THE LENDER OR ITS DESIGNEE WITHIN SEVEN (7)
BUSINESS DAYS AFTER THE DATE OF THE WET SETTLEMENT ADVANCE RELATING THERETO.
15
(2)
BEFORE FUNDING, THE LENDER AND ITS DESIGNEE SHALL HAVE A
REASONABLE TIME TO EXAMINE SUCH ADVANCE REQUEST AND THE COLLATERAL DOCUMENTS TO
BE DELIVERED PRIOR TO SUCH REQUESTED ADVANCE, AS SET FORTH IN THE APPLICABLE
EXHIBIT HERETO, AND MAY REJECT SUCH OF THEM AS DO NOT MEET THE REQUIREMENTS OF
THIS AGREEMENT OR OF THE RELATED PURCHASE COMMITMENT.
THE ADVANCE REQUEST AND
THE COLLATERAL DOCUMENTS MUST BE RECEIVED BY LENDER NO LATER THAN 2:00 P.M.
HOUSTON, TEXAS TIME IN ORDER FOR FUNDING TO OCCUR THE SAME DAY PROVIDED THAT ALL
CONDITIONS TO SUCH ADVANCE HAVE BEEN SATISFIED.
(B)
TO MAKE AN ADVANCE, THE LENDER SHALL CREDIT THE FUNDING ACCOUNT
UPON COMPLIANCE BY THE COMPANY WITH THE TERMS OF THIS AGREEMENT.
2.3
NOTE.
THE COMPANY'S OBLIGATION TO PAY THE PRINCIPAL OF, AND
INTEREST ON, ALL ADVANCES MADE BY THE LENDER SHALL BE EVIDENCED BY A PROMISSORY
NOTE (THE "NOTE") OF THE COMPANY DATED AS OF THE DATE HEREOF, IN FORM OF
EXHIBIT "N" HERETO.
THE TERM "NOTE" SHALL INCLUDE ALL EXTENSIONS, RENEWALS,
INCREASES, AND MODIFICATIONS OF THE NOTE AND ALL SUBSTITUTIONS AND REPLACEMENTS
THEREFOR.
ALL TERMS