Common use of Credit Advances Clause in Contracts

Credit Advances. (a) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Access Capital may, in its sole discretion, make revolving credit advances (the “Revolving Credit Advances”) to Companies from time to time during the Term which, in the aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Access Capital may reasonably deem proper and necessary from time to time (the “Reserves”) or (y) an amount equal to (I) Accounts Availability minus (II) the Reserves. (b) Notwithstanding the limitations set forth above, Access Capital retains the right to lend to Companies from time to time such amounts in excess of such limitations as Access Capital may determine in its sole discretion. (c) Each Company acknowledges that the exercise of Access Capital’s discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and each Company hereby consents to any such increases or decreases which may limit or restrict advances requested by Companies. (d) If any Company does not pay any interest, fees, costs or charges to Access Capital when due, Companies shall thereby be deemed to have requested, and Access Capital is hereby authorized at its discretion to make and charge to Companies’ account, a Revolving Credit Advance to Companies as of such date in an amount equal to such unpaid interest, fees, costs or charges. (e) If any Company at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary Agreement, Access Capital may, but need not, perform or observe such covenant on behalf and in the name, place and stead of such Company (or, at Access Capital’s option, in Access Capital’s name) and may, but need not, take any and all other actions which Access Capital 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). The amount of all monies expended and all costs and expenses (including attorneys’ fees and legal expenses) incurred by Access Capital in connection with or as a result of the performance or observance of such agreements or the taking of such action by Access Capital shall be charged to Companies’ account as a Revolving Credit Advance and added to the Obligations. To facilitate Access Capital’s performance or observance of such covenants of Companies following any Company’s failure to perform or observe the same, each Company hereby appoints Access Capital, or Access Capital’s 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 statements, applications for insurance and other agreements and writings required to be obtained, executed delivered or endorsed by such Company, which such power of attorney may be exercised by Access Capital and/or its delegate following the occurrence and during the continuance of an Event of Default. (f) Access Capital will deliver to Company Agent monthly a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Access Capital shall be deemed final, binding and conclusive unless Access Capital is notified by Company Agent in writing to the contrary within fifteen (15) days of the date each account was rendered specifying the item or items to which objection is made. (g) During the Term, Companies may borrow, prepay and reborrow Revolving Credit Advances, all in accordance with the terms and conditions hereof.

Credit Advances. (ai) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Access Capital may, in its sole discretion, Laurus may make revolving credit advances (the “"Revolving Credit Advances”") to Companies the Company from time to time during the Term which, in the aggregate at any time outstanding, will not exceed the lesser of (x) Capital Availability Amount. Any amount greater than the (I) the Capital Accounts Availability Amount minus (II)) such reserves as Access Capital Laurus may reasonably in its good faith judgment deem proper and necessary from time to time (the “"Reserves”") or shall be considered an overadvance (ythe "Overadvance"). The amount derived at any time from Section 2(a)(i)(I) an amount equal minus 2(a)(i)(II) shall be referred to (I) Accounts Availability minus (II) as the Reserves"Formula Amount". (bii) Notwithstanding the limitations set forth above, Access Capital Laurus retains the right to lend to Companies the Company from time to time such amounts in excess of such limitations as Access Capital Laurus may determine in its sole discretion. (ciii) Each Notwithstanding the Company's actual Accounts Availability or Section 3 hereof, with the prior written consent of Laurus, the Company acknowledges may allocate up to one million dollars of the Capital Availability Amount as an Overadvance in order to finance an acquisition of any Person or asset with a Net Tangible Net Worth (defined as of the date of determination, as all items which in conformity with GAAP would be included under shareholders' equity on a balance sheet of the Person or asset after deducting intangible assets including goodwill, patents, trademarks, copyrights, prepaid assets, and other assets) of no less than five hundred thousand dollars ($500,000)(the "Acquisition"), PROVIDED, HOWEVER, that simultaneously with the exercise completion of Access Capital’s discretionary rights hereunder may result during such Acquisition, the Term in one or more increases or decreases Company shall execute and deliver such instruments to Laurus as necessary to grant Laurus a first priority perfected security interest in the advance percentages used in determining Accounts Availability and each Acquisition, such Acquisition forming a part of the Collateral for the Obligations of the Company hereby consents to any such increases or decreases which may limit or restrict advances requested by Companieshereunder. (div) If any the Company does not pay any interest, fees, costs or charges to Access Capital Laurus when due, Companies the Company shall thereby be deemed to have requested, and Access Capital Laurus is hereby authorized at its discretion to make and charge to Companies’ the Company's account, a Revolving Credit Advance to Companies the Company as of such date in an amount equal to such unpaid interest, fees, costs or charges. (ev) If any the Company at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary AgreementAgreement that Laurus reasonably believes could have a Material Adverse Effect, Access Capital and such failure shall mature into an Event of Default under this Agreement or the Ancillary Agreements and be continuing beyond any applicable cure period, then Laurus may, but need not, perform or observe such covenant on behalf and in the name, place and stead of such the Company (or, at Access Capital’s Laurus' option, in Access Capital’s Laurus' name) and may, but need not, take any and all other actions which Access Capital 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). The amount of all monies expended and all costs and expenses (including attorneys’ ' fees and legal expenses) incurred by Access Capital Laurus in connection with or as a result of the performance or observance of such agreements or the taking of such action by Access Capital Laurus shall be charged to Companies’ the Company's account as a Revolving Credit Advance and added to the Obligations. To facilitate Access Capital’s Laurus' performance or observance of such covenants of Companies following any the Company’s failure to perform or observe , the same, each Company hereby irrevocably appoints Access Capital, Laurus (which appointment shall automatically terminate upon the Company's full and irrevocable performance of all of the Obligations) or Access Capital’s Laurus' delegate, acting alone, as such the Company’s '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 the Company any 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 such the Company, which such power of attorney may be exercised by Access Capital and/or its delegate following the occurrence and during the continuance of an Event of Default. (fvi) Access Capital Laurus will deliver account to the 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 Access Capital Laurus shall be deemed final, binding and conclusive unless Access Capital Laurus is notified by the Company Agent in writing to the contrary within fifteen thirty (1530) days of the date each account was rendered specifying the item or items to which objection is made. (gvii) During the Term, Companies the Company may borrow, prepay and reborrow Revolving Credit Advances, all in accordance with the terms and conditions hereof. (b) 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 Company shall (i) reimburse Laurus for the amount of the Revolving Credit Advance made with respect to such Delinquent Account with cash or if applicable with registered shares as provided herein; or (ii) immediately replace such Delinquent Account with an otherwise Eligible Account.

Credit Advances. (ai) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Access Capital may, in its sole discretion, Laurus shall make revolving credit advances (the “"Revolving Credit Advances”") to Companies the Company from time to time during the Term which, in the aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Access Capital Laurus may reasonably in its good faith judgment deem proper and necessary from time to time and with respect to which Laurus will consult the Company prior to taking any such reserves (the “"Reserves”") or (y) an amount equal to (I) the Accounts Availability minus (II) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) minus 2(a)(i)(y)(II) shall be referred to as the "Formula Amount". (bii) Notwithstanding the limitations set forth above, Access Capital Laurus retains the right to lend to Companies the Company from time to time such amounts in excess of such limitations as Access Capital Laurus may determine in its sole discretion. (c) Each Company acknowledges that the exercise of Access Capital’s discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and each Company hereby consents to any such increases or decreases which may limit or restrict advances requested by Companies. (diii) If any the Company does not pay any interest, fees, costs or charges to Access Capital Laurus when due, Companies the Company shall thereby be deemed to have requested, and Access Capital Laurus is hereby authorized at its discretion and after providing notice to the Company, to make and charge to Companies’ the Company's account, a Revolving Credit Advance to Companies the Company as of such date in an amount equal to such unpaid interest, fees, costs or charges. (eiv) If any the Company at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary Agreement, Access Capital Laurus may, but need not, perform or observe such covenant on behalf and in the name, place and stead of such the Company (or, at Access Capital’s Laurus' option, in Access Capital’s Laurus' name) and may, but need not, take any and all other actions which Access Capital 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); provided, however, unless Laurus determines in the exercise of its reasonable discretion that the taking of any such action by Laurus is necessary to preserve or protect the Collateral or Laurus' rights and remedies under this Agreement and/or applicable law, the Company shall have a period of not more than ten (10) Business Days to cure or correct such failure prior to Laurus' taking any such action. The amount of all monies expended and all costs and expenses (including attorneys’ ' fees and legal expenses) incurred by Access Capital Laurus in connection with or as a result of the performance or observance of such agreements or the taking of such action by Access Capital Laurus shall be charged to Companies’ the Company's account as a Revolving Credit Advance and added to the Obligations. To facilitate Access Capital’s performance or observance of such covenants of Companies following any Company’s failure to perform or observe the same, each Company hereby appoints Access Capital, or Access Capital’s 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 statements, applications for insurance and other agreements and writings required to be obtained, executed delivered or endorsed by such Company, which such power of attorney may be exercised by Access Capital and/or its delegate following the occurrence and during the continuance of an Event of Default. (fv) Access Capital Laurus will deliver account to the 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 Access Capital Laurus shall be deemed final, binding and conclusive unless Access Capital Laurus is notified by the Company Agent in writing to the contrary within fifteen (15) days of the date each account was rendered specifying the item or items to which objection is made. (gvi) During the Term, Companies the Company may borrow, prepay and reborrow Revolving Credit Advances, all in accordance with the terms and conditions hereof. (vii) 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, the Company shall reimburse Laurus for the amount of the Revolving Credit Advance made with respect to such Eligible Account plus an adjustment fee in an amount equal to one-half of one percent (0.50%) of the gross face amount of such Eligible Account; provided, however, that the Company shall have the right but not the obligation to pay or otherwise set-off such unpaid Eligible Account within fifteen (15) days of the event described above such that no adjustment fee shall be imposed on such balance. (b) Following the occurrence of an Event of Default, Laurus may, at its option, after providing the Company with at least three (3) days' prior written notice, elect to convert the credit facility contemplated hereby to an accounts receivable purchase facility. Upon such election by Laurus (prior notice of which Laurus shall provide to the Company), the 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 the Company, all right, title and interest of the 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, the 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 the Company's failure to enter into any such documentation shall not impair or affect the Receivables Purchase in any manner whatsoever.

Credit Advances. (a) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Access Capital may, in its sole discretion, the Lender shall make revolving credit advances (the “Revolving "Credit Advances”") to Companies the Borrower upon Borrower's request from time to time during the Term term of this Agreement in an amount equal to the lesser of (i) $500,000 and (ii) the remaining commitments hereunder at any time the sum of (x) the Borrower's cash on hand plus (y) its undrawn availability under the Silver Point Revolving Commitments is less than $750,000 as of the close of business on any Monday, which, such Credit Advances, in the aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Access Capital may reasonably deem proper and necessary from time to time (the “Reserves”) or (y) an amount equal to (I) Accounts Availability minus (II) the ReservesMaximum Loan Amount. (b) Notwithstanding Lender shall have the limitations set forth aboveright, Access Capital retains the right to lend to Companies from time to time such amounts in excess of such limitations as Access Capital may determine in its sole discretion, to reduce or terminate any undrawn commitments under this Agreement so long as (i)(x) Borrower's cash on hand plus the undrawn principal amount of the Silver Point Revolving Commitments for each of the prior thirty days shall have been not less than $12,500,000; (y) no event of default under the Silver Point Credit shall have occurred or be continuing or shall result therefrom; and (z) Borrower shall be in pro forma compliance with the financial covenants contained in the Silver Point Credit Agreement (as demonstrated to the reasonable satisfaction of Silver Point), after giving effect to such reduction or termination or (ii) Borrower's Leverage Ratio (as defined in the Silver Point Credit Agreement) as at the end of Borrower's most recent two fiscal quarters is less than 3.0 to 1.0. In the event that the Lender terminates the undrawn commitments under this Agreement pursuant to this Section 2(b), Lender shall send a Notice of Termination to Borrower and Silver Point on or before such termination. (c) Each Company acknowledges that If the exercise of Access Capital’s discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and each Company hereby consents to any such increases or decreases which may limit or restrict advances requested by Companies. (d) If any Company Borrower does not pay any interest, fees, costs or charges to Access Capital the Lender when due, Companies the Borrower shall thereby be deemed to have requested, and Access Capital the Lender is hereby authorized at its discretion to make and charge to Companies’ the Borrower's account, a Revolving Credit Advance to Companies the Borrower as of such date in an amount equal to such unpaid interest, fees, costs or charges. (ed) If any Company at any time fails Any sums expended by the Lender due to the Borrower's failure to perform or observe any of the covenants contained in comply with its obligations under this Agreement or any Ancillary Agreement, Access Capital may, but need not, perform or observe such covenant on behalf and in the name, place and stead of such Company (or, at Access Capital’s option, in Access Capital’s name) and may, but need not, take any and all other actions which Access Capital 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). The amount of all monies expended and all costs and expenses (including attorneys’ fees and legal expenses) incurred by Access Capital in connection with or as a result of the performance or observance of such agreements or the taking of such action by Access Capital shall be charged to Companies’ the Borrower's account as a Revolving Credit Advance and added to the Obligations. To facilitate Access Capital’s performance or observance of such covenants of Companies following any Company’s failure to perform or observe the same, each Company hereby appoints Access Capital, or Access Capital’s 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 statements, applications for insurance and other agreements and writings required to be obtained, executed delivered or endorsed by such Company, which such power of attorney may be exercised by Access Capital and/or its delegate following the occurrence and during the continuance of an Event of Default. (f) Access Capital will deliver to Company Agent monthly a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Access Capital shall be deemed final, binding and conclusive unless Access Capital is notified by Company Agent in writing to the contrary within fifteen (15) days of the date each account was rendered specifying the item or items to which objection is made. (g) During the Term, Companies may borrow, prepay and reborrow Revolving Credit Advances, all in accordance with the terms and conditions hereof.

Credit Advances. (ai) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Access Capital may, in its sole discretion, Laurus may make revolving credit advances (the “Revolving Credit Advances”) to Companies the Company from time to time during the Term which, in the aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Access Capital Laurus may reasonably in its good faith judgment deem proper and necessary from time to time to preserve and protect Collateral (the “Reserves”) or (y) an amount equal to (I) the Accounts Availability minus (II) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) minus 2(a)(i)(y)(II) shall be referred to as the “Formula Amount”. (bii) Notwithstanding the limitations set forth above, Access Capital Laurus retains the right to lend to Companies the Company from time to time such amounts in excess of such limitations (if requested by the Company), as Access Capital Laurus may determine in its sole discretion. (ciii) Each Company acknowledges that the exercise of Access Capital’s Laurus’ discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and each Company hereby consents to any such increases or decreases which may limit or restrict advances requested by CompaniesCompany. (div) If any the Company or Guarantor Subsidiary does not pay any undisputed interest, fees, costs or charges to Access Capital Laurus when due, Companies the Company shall thereby be deemed to have requested, and Access Capital Laurus is hereby authorized at its discretion to make and charge to Companies’ the Company’s account, a Revolving Credit Advance to Companies the Company as of such date in an amount equal to such unpaid interest, fees, costs or charges. (ev) If any the Company at any time fails to perform or observe is in Default of any of the covenants contained in this Agreement or any Ancillary Agreementits Obligations and such default has a Material Adverse Effect, Access Capital Laurus may, after reasonable time to cure, but need not, perform or observe such covenant on behalf and in the name, place and stead of such the Company (or-or, at Access Capital’s Laurus’ option, in Access Capital’s Laurus’ name) and may, after reasonable time to cure, but need not, take any and all other actions which Access Capital 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). The amount of all reasonable monies expended and all reasonable costs and expenses (including attorneys’ fees and legal expenses) incurred by Access Capital Laurus in connection with or as a result of the performance or observance of failure by the Company to perform such agreements or the taking of such action by Access Capital Laurus shall be be, provided that Laurus prevails, charged to Companies’ the Company’s account as a Revolving Credit Advance and added to the Obligations. To facilitate Access Capital’s Laurus’ performance or observance of such covenants of Companies following the Company, upon the occurrence and continuance of an Event of Default, and for so long as such Event of Default shall be continuing beyond any applicable grace period, the Company’s failure to perform or observe the same, each Company hereby without further action by any party hereto irrevocably appoints Access CapitalLaurus, or Access Capital’s Laurus’ delegate, acting alone, as such the Company’s attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time time, and for the sole purpose of protecting the Collateral, to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of such the Company any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed executed, delivered or endorsed by such the Company, which such . Any and all actions taken by Laurus pursuant to any grant of power of attorney may granted to it in this Agreement shall be exercised by Access Capital and/or its delegate following the occurrence taken reasonably and during the continuance of an Event of Defaultin good faith. (fvi) Access Capital Laurus will deliver account to the Company Agent monthly with a written statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Access Capital Laurus shall be deemed final, binding and conclusive unless Access Capital Laurus is notified by the Company Agent in writing to the contrary within fifteen (15) days of the date of receipt by the Company of such written statement of such account. If the Company shall dispute any entry on the written statement it shall specify such dispute for each account was rendered specifying the item or items to which objection is made. Laurus and the Company hereby agree that time is of the essence in such disputes and to fully cooperate to resolve any such disputes in good faith. (gvii) During the Term, Companies the Company may borrow, prepay and reborrow Revolving Credit Advances, all in accordance with the terms and conditions hereof. (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, the Company may (A) replace such Eligible Account with an equivalent Eligible Account or additional collateral, (provided, however, that the existing Eligible Accounts are not sufficient to cover the outstanding balance of the Obligations) or (B) reimburse Laurus for the amount of the Revolving Credit Advance made with respect to such Eligible. (b) Following the occurrence of an Event of Default, 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 the Company), the Company and Guarantor Subsidiary shall be deemed to hereby have sold, assigned, transferred, conveyed and delivered to Laurus, and Laurus shall be deemed to have purchased, at a price of not less than 85% of the amount of the outstanding Accounts, and received from the Company and Guarantor Subsidiary, all right, title and interest of the Company and Guarantor Subsidiary 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 be deemed an exercise by Laurus of its secured creditor rights under Article 9 of the UCC but shall not prevent Laurus from pursuing any other remedies otherwise available to it. Immediately following Laurus’ request, the Company shall execute and cause Guarantor Subsidiary to 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, and subject to the Company’s approval, which approval shall not be unreasonably withheld, Laurus’ standard form of accounts receivable purchase agreement and account debtor notification letters, but the Company’s or Guarantor Subsidiary’s failure to enter into any such documentation shall not impair or affect the Receivables Purchase in any manner whatsoever.

Credit Advances. (ai) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Access Capital may, in its sole discretion, Laurus may make revolving credit advances loans (the “Revolving Credit Advances”"Loans") to Companies Company from time to time during the Term which, in the aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Access Capital Laurus may reasonably in its good faith judgment deem proper and necessary from time to time (the “"Reserves”") or (y) an amount equal to (I) the Accounts Availability plus the Pledged Amount minus (II) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) minus 2(a)(i)(y)(II) shall be referred to as the "Formula Amount". Company shall execute and deliver to Laurus on the Closing Date a Note evidencing the Loans funded on the Closing Date. From time to time thereafter, Company shall execute and deliver to Laurus immediately prior to the final funding of each additional $1,000,000 tranche of Loans (calculated on a cumulative basis for each such tranche) an additional Notes evidencing such tranche, in the form of Notes delivered by Company to Laurus on the Closing Date. (bii) Notwithstanding the limitations set forth above, Access Capital Laurus retains the right right, if requested by the Company, to lend to Companies the Company from time to time such amounts in excess of such limitations as Access Capital Laurus may determine in its sole discretion. (ciii) Each The Company acknowledges that the exercise of Access Capital’s Laurus' discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and each the Company hereby consents to any such increases or decreases which may limit or restrict advances requested by Companiesthe Company. (div) If any the Company does not pay any interest, fees, costs or charges set forth herein to Access Capital Laurus when due, Companies the Company shall thereby be deemed to have requested, and Access Capital Laurus is hereby authorized at its discretion to make and charge to Companies’ the Company's account, a Revolving Credit Advance to Companies the Company as of such date in an amount equal to such unpaid interest, fees, costs or charges,. (ev) If any the Company at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary Agreement, Access Capital which are not cured during any applicable grace period, Laurus may, on 10 days' prior written notice to the Company, but need not, perform or observe such covenant on behalf and in the name, place and stead of such the Company (or, at Access Capital’s Laurus' option, in Access Capital’s Laurus' name) and may, but need not, take any and all other actions which Access Capital 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). The amount of all monies expended and all costs and expenses (including reasonable attorneys’ ' fees and legal expenses) incurred by Access Capital Laurus in connection with or as a result of the performance or observance of such agreements or the taking of such action by Access Capital Laurus shall be charged to Companies’ the Company's account as a Revolving Credit Advance and added to the Obligations. To Solely to facilitate Access Capital’s Laurus' performance or observance of such covenants of Companies following any Company’s failure the Company pursuant to perform or observe this subsection, the same, each Company hereby irrevocably appoints Access CapitalLaurus, or Access Capital’s Laurus' delegate, acting alone, as such the Company’s '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 the Company any 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 such the Company, which such power of attorney may be exercised by Access Capital and/or its delegate following the occurrence and during the continuance of an Event of Default. (fvi) Access Capital Laurus will deliver account to the 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 Access Capital Laurus shall be deemed final, binding and conclusive unless Access Capital Laurus is notified by the Company Agent in writing to the contrary within fifteen forty five (1545) days of the date each account was rendered specifying the item or items to which objection is made. (gvii) During the Term, Companies the Company may borrow, prepay without penalty and reborrow Revolving Credit Advances, all in accordance with the terms and conditions hereofhereof and of the 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 Company shall (i) reimburse Laurus for the amount of the Revolving Credit Advance made with respect to such Eligible Account plus an adjustment fee in an amount equal to one-half of one percent (0.50%) of the gross face amount of such Eligible Account, or (ii) immediately replace such Delinquent Account with an otherwise Eligible Account . (b) Following the occurrence of an Event of Default and any applicable grace periods, Laurus may, at its option, elect to convert the credit facility contemplated hereby to an accounts receivable purchase facility. Upon such election by Laurus (contemporaneous written notice of which Laurus shall provide to the Company), the 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 the Company, all right, title and interest of the 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, the 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 which are in customary form for such purpose, but the Company's failure to enter into any such documentation shall not impair or affect the Receivables Purchase in any manner whatsoever.

Credit Advances. (a) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Access Capital the Lender may, in its sole and absolute discretion, make revolving credit advances (the “Revolving "Credit Advances”") to Companies the Borrower from time to time during the Term term of this Agreement which, in the aggregate at any time outstanding, will not exceed the lesser Maximum Loan Amount; provided, however, that the Lender shall, upon request of the Borrower, make the following Credit Advances: (xi) up to the amount necessary to repay all outstanding obligations under the Original Agreement, but in no event in excess of $2,000,000, (Iii) in connection with the Capital Availability Amount minus acquisition of Avasta by the Borrower, up to $1,000,000 on the date of closing of such acquisition; and (IIiii) such reserves as Access Capital may reasonably deem proper after the closing of the acquisition of Avasta by the Borrower and necessary from time with at least ten (10) business days' prior notice, up to time ($500,000 to be used for Avasta's working capital so that Avasta can operate its business in the “Reserves”) or (y) an amount equal to (I) Accounts Availability minus (II) the Reservesordinary course. (b) Notwithstanding If the limitations set forth above, Access Capital retains the right to lend to Companies from time to time such amounts in excess of such limitations as Access Capital may determine in its sole discretion. (c) Each Company acknowledges that the exercise of Access Capital’s discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and each Company hereby consents to any such increases or decreases which may limit or restrict advances requested by Companies. (d) If any Company Borrower does not pay any interest, fees, costs or charges to Access Capital the Lender when due, Companies the Borrower shall thereby be deemed to have requested, and Access Capital the Lender is hereby authorized at its discretion to make and charge to Companies’ the Borrower's account, a Revolving Credit Advance to Companies the Borrower as of such date in an amount equal to such unpaid interest, fees, costs or charges. (ec) If any Company at any time fails Any sums expended by the Lender due to the Borrower's failure to perform or observe any of the covenants contained in comply with its obligations under this Agreement or any Ancillary Agreement, Access Capital may, but need not, perform or observe such covenant on behalf and in the name, place and stead of such Company (or, at Access Capital’s option, in Access Capital’s name) and may, but need not, take any and all other actions which Access Capital 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). The amount of all monies expended and all costs and expenses (including attorneys’ fees and legal expenses) incurred by Access Capital in connection with or as a result of the performance or observance of such agreements or the taking of such action by Access Capital shall be charged to Companies’ the Borrower's account as a Revolving Credit Advance and added to the Obligations. To facilitate Access Capital’s performance or observance of such covenants of Companies following any Company’s failure to perform or observe the same, each Company hereby appoints Access Capital, or Access Capital’s 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 statements, applications for insurance and other agreements and writings required to be obtained, executed delivered or endorsed by such Company, which such power of attorney may be exercised by Access Capital and/or its delegate following the occurrence and during the continuance of an Event of Default. (f) Access Capital will deliver to Company Agent monthly a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Access Capital shall be deemed final, binding and conclusive unless Access Capital is notified by Company Agent in writing to the contrary within fifteen (15) days of the date each account was rendered specifying the item or items to which objection is made. (g) During the Term, Companies may borrow, prepay and reborrow Revolving Credit Advances, all in accordance with the terms and conditions hereof.

Credit Advances. (ai) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Access Capital may, in its sole discretion, Laurus may make revolving credit advances (the “"Revolving Credit Advances”") to Companies the Company from time to time during the Term which, in the aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Access Capital Laurus may reasonably in its good faith judgment deem proper and necessary from time to time (the “"Reserves”") or (y) an amount equal to (I) the Accounts Availability minus (II) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) minus 2(a)(i)(y)(II) shall be referred to as the "Formula Amount". (bii) Notwithstanding the limitations set forth above, Access Capital Laurus retains the right to lend to Companies the Company from time to time such amounts in excess of such limitations as Access Capital Laurus may determine in its sole discretion. (ciii) Each Company acknowledges that the exercise of Access Capital’s Laurus' discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and each Company hereby consents to any such increases or decreases which may limit or restrict advances requested by CompaniesCompany. (div) If any the Company does not pay any interest, fees, costs or charges to Access Capital Laurus when due, Companies the Company shall thereby be deemed to have requested, and Access Capital Laurus is hereby authorized at its discretion to make and charge to Companies’ the Company's account, a Revolving Credit Advance to Companies the Company as of such date in an amount equal to such unpaid interest, fees, costs or charges. (ev) If any the Company at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary AgreementAgreement and such failure shall mature into an Event of Default under this Agreement or the Ancillary Agreements, Access Capital Laurus may, but need not, perform or observe such covenant on behalf and in the name, place and stead of such the Company (or, at Access Capital’s Laurus' option, in Access Capital’s Laurus' name) and may, but need not, take any and all other actions which Access Capital 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). The amount of all monies expended and all costs and expenses (including attorneys’ ' fees and legal expenses) incurred by Access Capital Laurus in connection with or as a result of the performance or observance of such agreements or the taking of such action by Access Capital Laurus shall be charged to Companies’ the Company's account as a Revolving Credit Advance and added to the Obligations. To facilitate Access Capital’s Laurus' performance or observance of such covenants of Companies following any the Company’s failure to perform or observe , the same, each Company hereby irrevocably appoints Access CapitalLaurus (which appointment shall automatically terminate upon the Company's full and irrevocable performance of all of the Obligations), or Access Capital’s Laurus' delegate, acting alone, as such the Company’s '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 the Company any 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 such the Company, which such power of attorney may be exercised by Access Capital and/or its delegate following the occurrence and during the continuance of an Event of Default. (fvi) Access Capital Laurus will deliver account to the 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 Access Capital Laurus shall be deemed final, binding and conclusive unless Access Capital Laurus is notified by the Company Agent in writing to the contrary within fifteen (15) days of the date each account was rendered specifying the item or items to which objection is made. (gvii) During the Term, Companies the Company may borrow, prepay and reborrow Revolving Credit Advances, all in accordance with the terms and conditions hereof. (a) 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 Company shall (i) reimburse Laurus for the amount of the Revolving Credit Advance made with respect to such Delinquent Account plus an adjustment fee in an amount equal to one-half of one percent (0.50%) of the gross face amount of such Delinquent Account or (ii) immediately replace such Delinquent Account with an otherwise Eligible Account. (b) Following the occurrence of an Event of Default, 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 the Company), the 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 the Company, all right, title and interest of the 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, the 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 the Company's failure to enter into any such documentation shall not impair or affect the Receivables Purchase in any manner whatsoever. The accounts receivable purchase facility shall terminate on the full and irrevocable performance by the Company of all of the Obligations hereunder.

Credit Advances. (ai) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Access Capital may, in its sole discretion, Laurus shall make revolving credit advances (the “"Revolving Credit Advances”") to Companies the Company from time to time during the Term which, in the aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Access Capital Laurus may reasonably in its good faith judgment deem proper and necessary from time to time (the “"Reserves”") or (y) an amount equal to (I) the Accounts Availability minus (II) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) minus 2(a)(i)(y)(II) shall be referred to as the "Formula Amount". (bii) Notwithstanding the limitations set forth above, Access Capital Laurus retains the right to lend to Companies the Company from time to time such amounts in excess of such limitations as Access Capital Laurus may determine in its sole discretion. Pursuant to this paragraph 2(a)(ii), upon the execution of this Agreement, Laurus shall make an initial credit advance of $300,000, and notwithstanding any other provision contained herein, such balance shall not constitute an Overadvance, and shall not be subject to any fees, interest or other charges applicable to an Overadvance as provided herein. (c) Each Company acknowledges that the exercise of Access Capital’s discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and each Company hereby consents to any such increases or decreases which may limit or restrict advances requested by Companies. (diii) If any the Company does not pay any interest, fees, costs or charges to Access Capital Laurus when due, Companies the Company shall thereby be deemed to have requested, and Access Capital Laurus is hereby authorized at its discretion to make and charge to Companies’ the Company's account, a Revolving Credit Advance to Companies the Company as of such date in an amount equal to such unpaid interest, fees, costs or charges. (eiv) If any the Company at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary Agreement, Access Capital Laurus may, but need not, perform or observe such covenant on behalf and in the name, place and stead of such the Company (or, at Access Capital’s Laurus' option, in Access Capital’s Laurus' name) and may, but need not, take any and all other actions which Access Capital 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); provided, however, unless Laurus determines in the exercise of its reasonable discretion that the taking of any such action by Laurus is necessary to preserve or protect the Collateral or Laurus' rights and remedies under this Agreement and/or applicable law, the Company shall have a period of not more than ten (10) Business Days to cure or correct such failure prior to Laurus' taking any such action. The amount of all monies expended and all costs and expenses (including attorneys’ ' fees and legal expenses) incurred by Access Capital Laurus in connection with or as a result of the performance or observance of such agreements or the taking of such action by Access Capital Laurus shall be charged to Companies’ the Company's account as a Revolving Credit Advance and added to the Obligations. To facilitate Access Capital’s Laurus' performance or observance of such covenants of Companies following any the Company’s failure to perform or observe , the same, each Company hereby irrevocably appoints Access CapitalLaurus, or Access Capital’s Laurus' delegate, acting alone, as such the Company’s '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 the Company any 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 such the Company, which such power of attorney may be exercised by Access Capital and/or its delegate following the occurrence and during the continuance of an Event of Default. (fv) Access Capital Laurus will deliver account to the 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 Access Capital Laurus shall be deemed final, binding and conclusive unless Access Capital Laurus is notified by the Company Agent in writing to the contrary within fifteen (15) days of the date each account was rendered specifying the item or items to which objection is made. (gvi) During the Term, Companies the Company may borrow, prepay and reborrow Revolving Credit Advances, all in accordance with the terms and conditions hereof. (vii) If any Eligible Account is not paid by the Account Debtor within one hundred and five (105) 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, the Company shall reimburse Laurus for the amount of the Revolving Credit Advance made with respect to such Eligible Account plus an adjustment fee in an amount equal to one-half of one percent (0.50%) of the gross face amount of such Eligible Account; provided, however, that the Company shall have the right but not the obligation to pay or otherwise set-off such unpaid Eligible Account within fifteen (15) days of the event described above such that no adjustment fee shall be imposed on such balance. (b) Following the occurrence of an Event of Default, 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 the Company), the 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 the Company, all right, title and interest of the 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, the 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 the Company's failure to enter into any such documentation shall not impair or affect the Receivables Purchase in any manner whatsoever.

Credit Advances. (ai) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Access Capital may, in its sole discretion, Laurus shall make revolving credit advances (the “"Revolving Credit Advances”") to Companies the Company from time to time during the Term which, in the aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Access Capital Laurus may reasonably in its good faith judgment deem proper and necessary from time to time (the “"Reserves”") or (y) an amount equal to (I) Accounts the Borrowing Availability minus (II) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) minus 2(a)(i)(y)(II) shall be referred to as the "Formula Amount". (bii) Notwithstanding the limitations set forth above, Access Capital Laurus retains the right to lend to Companies the Company from time to time such amounts in excess of such limitations as Access Capital Laurus may determine in its sole discretion. (c) Each Company acknowledges that the exercise of Access Capital’s discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and each Company hereby consents to any such increases or decreases which may limit or restrict advances requested by Companies. (diii) If any the Company does not pay any interest, fees, costs or charges to Access Capital Laurus when due, Companies the Company shall thereby be deemed to have requested, and Access Capital Laurus is hereby authorized at its discretion to make and charge to Companies’ the Company's account, a Revolving Credit Advance to Companies the Company as of such date in an amount equal to such unpaid interest, fees, costs or charges. (eiv) If any the Company at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary Agreement, Access Capital Laurus may, but need not, perform or observe such covenant on behalf and in the name, place and stead of such the Company (or, at Access Capital’s Laurus' option, in Access Capital’s Laurus' name) and may, but need not, take any and all other actions which Access Capital 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); PROVIDED, HOWEVER, unless Laurus determines in the exercise of its reasonable discretion that the taking of any such action by Laurus is necessary to preserve or protect the Collateral or Laurus' rights and remedies under this Agreement and/or applicable law, the Company shall have a period of not more than ten (10) Business Days to cure or correct such failure prior to Laurus' taking any such action. The amount of all monies expended and all costs and expenses (including attorneys’ ' fees and legal expenses) incurred by Access Capital Laurus in connection with or as a result of the performance or observance of such agreements or the taking of such action by Access Capital Laurus shall be charged to Companies’ the Company's account as a Revolving Credit Advance and added to the Obligations. To facilitate Access Capital’s Laurus' performance or observance of such covenants of Companies following any the Company’s failure to perform or observe , the same, each Company hereby irrevocably appoints Access CapitalLaurus, or Access Capital’s Laurus' delegate, acting alone, as such the Company’s '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 the Company any 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 such the Company, which such power of attorney may be exercised by Access Capital and/or its delegate following the occurrence and during the continuance of an Event of Default. (fv) Access Capital Laurus will deliver account to the 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 Access Capital Laurus shall be deemed final, binding and conclusive unless Access Capital Laurus is notified by the Company Agent in writing to the contrary within fifteen (15) days of the date each account was rendered specifying the item or items to which objection is made. (gvi) During the Term, Companies the Company may borrow, prepay and reborrow Revolving Credit Advances, all in accordance with the terms and conditions hereof. (vii) 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, such Account shall cease to be an Eligible Account and shall reduce Accounts Availability by the net face amount of such Account. (b) Following the occurrence of an Event of Default, 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 the Company), the 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 the Company, all right, title and interest of the 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, the 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 the Company's failure to enter into any such documentation shall not impair or affect the Receivables Purchase in any manner whatsoever.

Credit Advances. (ai) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Access Capital may, in its sole discretion, Laurus shall make revolving credit advances (the “"Revolving Credit Advances”") to Companies from time to time during the Term which, in the aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Access Capital Laurus may reasonably in its good faith judgment deem proper and necessary from time to time (the “"Reserves”") or (y) an amount equal to (I) Accounts Availability minus (II) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) minus 2(a)(i)(y)(II) shall be referred to as the "Formula Amount". (bii) Notwithstanding the limitations set forth above, Access Capital Laurus retains the right to lend to Companies from time to time such amounts in excess of such limitations as Access Capital Laurus may determine in its sole discretion. (c) Each Company acknowledges that the exercise of Access Capital’s discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and each Company hereby consents to any such increases or decreases which may limit or restrict advances requested by Companies. (diii) If any Company does not pay any interest, fees, costs or charges to Access Capital Laurus when due, Companies shall thereby be deemed to have requested, and Access Capital Laurus is hereby authorized at its discretion to make and charge to Companies’ ' account, a Revolving Credit Advance to Companies as of such date in an amount equal to such unpaid interest, fees, costs or charges. (eiv) If any Company at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary Agreement, Access Capital Laurus may, but need not, perform or observe such covenant on behalf and in the name, place and stead of such Company (or, at Access Capital’s Laurus' option, in Access Capital’s Laurus' name) and may, but need not, take any and all other actions which Access Capital 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); provided, however, unless Laurus determines in the exercise of its reasonable discretion that the taking of any such action by Laurus is necessary to preserve or protect the Collateral or Laurus' rights and remedies under this Agreement and/or applicable law, the Company shall have a period of not more than ten (10) Business Days to cure or correct such failure prior to Laurus' taking any such action. The amount of all monies expended and all costs and expenses (including attorneys’ ' fees and legal expenses) incurred by Access Capital Laurus in connection with or as a result of the performance or observance of such agreements or the taking of such action by Access Capital Laurus shall be charged to Companies’ ' account as a Revolving Credit Advance and added to the Obligations. To facilitate Access Capital’s Laurus' performance or observance of such covenants of Companies following any Company’s failure to perform or observe the sameCompanies, each Company hereby irrevocably appoints Access CapitalLaurus, or Access Capital’s Laurus' delegate, acting alone, as such Company’s '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 statements, applications for insurance and other agreements and writings required to be obtained, executed delivered or endorsed by such Company, which such power of attorney may be exercised by Access Capital and/or its delegate following the occurrence and during the continuance of an Event of Default. (fv) Access Capital Laurus will deliver 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 Access Capital Laurus shall be deemed final, binding and conclusive unless Access Capital Laurus is notified by Company Agent in writing to the contrary within fifteen (15) days of the date each account was rendered specifying the item or items to which objection is made. (gvi) During the Term, Companies may borrow, prepay and reborrow Revolving Credit Advances, all in accordance with the terms and conditions hereof. (vii) 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, Companies shall reimburse Laurus for the amount of the Revolving Credit Advance made with respect to such Eligible Account plus an adjustment fee in an amount equal to one-half of one percent (0.50%) of the gross face amount of such Eligible Account; provided, however, that the Company shall have the right but not the obligation to pay or otherwise set-off such unpaid Eligible Account within fifteen (15) days of the event described above such that no adjustment fee shall be imposed on such balance. (b) Following the occurrence of an Event of Default, 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 Agent), Companies 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 Companies, all right, title and interest of Companies 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, each 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 any Company's failure to enter into any such documentation shall not impair or affect the Receivables Purchase in any manner whatsoever.