THAT SUCH INTEREST
WILL NOT EXCEED THE MAXIMUM LEGAL RATE).
(V)
THE COMPANIES SHALL JOINTLY AND SEVERALLY PAY PRINCIPAL, INTEREST
AND ALL OTHER AMOUNTS PAYABLE HEREUNDER, OR UNDER ANY ANCILLARY AGREEMENT,
WITHOUT ANY DEDUCTION WHATSOEVER, INCLUDING ANY DEDUCTION FOR ANY SET-OFF OR
COUNTERCLAIM.
(B)
PAYMENTS; CERTAIN CLOSING CONDITIONS.
(I)
CLOSING/ANNUAL PAYMENTS.
UPON EXECUTION OF THIS AGREEMENT BY
EACH COMPANY AND LAURUS, THE COMPANIES SHALL JOINTLY AND SEVERALLY PAY TO LAURUS
CAPITAL MANAGEMENT, LLC A CLOSING PAYMENT IN AN AMOUNT EQUAL TO $56,280.
SUCH
PAYMENT 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 FORMULA AMOUNT (EACH SUCH EVENT, AN
"OVERADVANCE"), ALL SUCH OVERADVANCES SHALL BEAR ADDITIONAL INTEREST AT A RATE
EQUAL TO TWO PERCENT (2%) PER MONTH OF THE AMOUNT OF SUCH OVERADVANCES FOR ALL
TIMES SUCH AMOUNTS SHALL BE IN EXCESS OF THE FORMULA AMOUNT.
ALL AMOUNTS THAT
ARE INCURRED PURSUANT TO THIS SECTION 5(B)(II) SHALL BE DUE AND PAYABLE BY THE
COMPANIES MONTHLY, IN ARREARS, ON THE FIRST BUSINESS DAY OF EACH CALENDAR MONTH
AND UPON EXPIRATION OF THE REVOLVING TERM.
5
(III)
FINANCIAL INFORMATION DEFAULT.
WITHOUT AFFECTING LAURUS' OTHER
RIGHTS AND REMEDIES, IN THE EVENT ANY COMPANY FAILS TO DELIVER THE FINANCIAL
INFORMATION REQUIRED BY SECTION 11 ON OR BEFORE THE DATE REQUIRED BY THIS
AGREEMENT, THE COMPANIES SHALL JOINTLY AND SEVERALLY PAY LAURUS AN AGGREGATE 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.
ALL AMOUNTS THAT ARE INCURRED PURSUANT TO THIS SECTION 5(B)(III) SHALL
BE DUE AND PAYABLE BY THE COMPANIES MONTHLY, IN ARREARS, ON THE FIRST BUSINESS
OF EACH CALENDAR MONTH AND UPON THE LATER OF (X) THE EXPIRATION OF THE REVOLVING
TERM AND (Y) THE MATURITY DATE (AS DEFINED IN THE SECURED NON-CONVERTIBLE TERM
NOTE).
(IV)
EXPENSES.
THE COMPANIES SHALL JOINTLY AND SEVERALLY REIMBURSE
LAURUS FOR ITS EXPENSES (INCLUDING REASONABLE LEGAL FEES AND EXPENSES) INCURRED
IN CONNECTION WITH THE PREPARATION AND NEGOTIATION OF THIS AGREEMENT AND THE
ANCILLARY AGREEMENTS, AND EXPENSES INCURRED IN CONNECTION WITH LAURUS' DUE
DILIGENCE REVIEW OF EACH COMPANY AND ITS SUBSIDIARIES AND ALL RELATED MATTERS.
AMOUNTS REQUIRED TO BE PAID UNDER THIS SECTION 5(B)(IV) WILL BE PAID ON THE
CLOSING DATE AND SHALL BE $5,000 FOR SUCH EXPENSES REFERRED TO IN THIS SECTION
5(B)(IV) PLUS THE COST OF ANY REQUIRED THIRD-PARTY APPRAISALS AND/OR
EXTRAORDINARY DILIGENCE, SUBJECT TO THE PARENT'S PRIOR APPROVAL, AS WELL AS FEES
AND EXPENSES OF OUTSIDE COUNSEL TO THE EXTENT THE RETENTION OF SAME IS DEEMED
PRUDENT BY LAURUS.
6.
SECURITY INTEREST.
(A)
TO SECURE THE PROMPT PAYMENT TO LAURUS OF THE OBLIGATIONS, EACH
COMPANY HEREBY ASSIGNS, PLEDGES AND GRANTS TO LAURUS A CONTINUING SECURITY
INTEREST IN AND LIEN UPON ALL OF THE COLLATERAL.
ALL OF EACH COMPANY'S BOOKS
AND RECORDS RELATING TO THE COLLATERAL SHALL, UNTIL DELIVERED