and
all instruments, documents, assignments, security agreements, financing
statements, applications for insurance and other agreements and writings
required to be obtained, executed delivered or endorsed by Company.
(VI)
LAURUS WILL ACCOUNT TO COMPANY 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 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, COMPANY MAY BORROW AND PREPAY LOANS
IN EXCESS OF THE MINIMUM BORROWING AMOUNT, ALL IN ACCORDANCE WITH THE TERMS AND
CONDITIONS HEREOF.
(VIII)
IF ANY ELIGIBLE ACCOUNT IS NOT PAID BY THE ACCOUNT
DEBTOR WITHIN ONE HUNDRED AND TWENTY (120) 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 COMPANY SHALL PROMPTLY, AND IN ANY EVENT
WITHIN THREE BUSINESS DAYS, (I) REIMBURSE LAURUS FOR THE AMOUNT OF THE REVOLVING
CREDIT ADVANCE MADE WITH RESPECT TO SUCH DELINQUENT ACCOUNT, OR (II) REPLACE
SUCH DELINQUENT ACCOUNT WITH AN OTHERWISE ELIGIBLE ACCOUNT.
IF THE COMPANY
SHALL FAIL TO TIMELY COMPLY WITH THE IMMEDIATELY PRECEDING SENTENCE, THEN AN
AMOUNT EQUAL TO ONE HUNDRED AND ONE-HALF OF ONE PERCENT (100.50%) OF THE LOAN
MADE WITH RESPECT TO SUCH DELINQUENT ACCOUNT SHALL BE IMMEDIATELY DUE AND
PAYABLE TO LAURUS (WHICH SUCH AMOUNT SHALL REPAY THE LOAN MADE WITH RESPECT TO
SUCH DELINQUENT ACCOUNT) .
(B)
FOLLOWING THE OCCURRENCE OF AN EVENT OF DEFAULT WHICH CONTINUES TO
EXIST, LAURUS MAY, AT ITS OPTION, ELECT TO CONVERT THE CREDIT FACILITY
CONTEMPLATED HEREBY TO AN ACCOUNTS RECEIVABLE PURCHASE FACILITY.
UPON SUCH
ELECTION BY LAURUS (SUBSEQUENT NOTICE OF WHICH LAURUS SHALL PROVIDE TO COMPANY),
COMPANY SHALL BE DEEMED TO HEREBY HAVE SOLD, ASSIGNED, TRANSFERRED, CONVEYED AND
DELIVERED TO LAURUS, AND LAURUS SHALL BE DEEMED TO HAVE PURCHASED AND RECEIVED
FROM COMPANY, ALL RIGHT, TITLE AND INTEREST OF COMPANY IN AND TO ALL ACCOUNTS
WHICH SHALL AT ANY TIME CONSTITUTE ELIGIBLE ACCOUNTS (THE "RECEIVABLES
PURCHASE").
ALL OUTSTANDING LOANS HEREUNDER SHALL BE DEEMED OBLIGATIONS UNDER
SUCH ACCOUNTS RECEIVABLE PURCHASE FACILITY.
THE CONVERSION TO AN ACCOUNTS
RECEIVABLE PURCHASE FACILITY IN ACCORDANCE WITH THE TERMS HEREOF SHALL NOT BE
DEEMED AN EXERCISE BY LAURUS OF ITS SECURED CREDITOR RIGHTS UNDER ARTICLE 9 OF
THE UCC.
IMMEDIATELY FOLLOWING LAURUS' REQUEST, COMPANY SHALL EXECUTE ALL SUCH
FURTHER DOCUMENTATION AS MAY BE REQUIRED BY LAURUS TO MORE FULLY SET FORTH THE
ACCOUNTS RECEIVABLE PURCHASE FACILITY HEREIN CONTEMPLATED, INCLUDING, WITHOUT
LIMITATION, LAURUS' STANDARD FORM OF ACCOUNTS RECEIVABLE PURCHASE AGREEMENT AND
ACCOUNT DEBTOR NOTIFICATION LETTERS, BUT COMPANY'S FAILURE TO ENTER INTO ANY
SUCH DOCUMENTATION SHALL NOT IMPAIR OR AFFECT THE RECEIVABLES PURCHASE IN ANY
MANNER WHATSOEVER.
(C)
MINIMUM BORROWING AMOUNT.
AFTER A REGISTRATION STATEMENT
REGISTERING THE REGISTRABLE SECURITIES HAS BEEN DECLARED EFFECTIVE BY THE SEC,