ANY OF
THE FOLLOWING SHALL CONSTITUTE AN "EVENT OF DEFAULT":
(A)
FAILURE TO MAKE PAYMENT OF ANY OF THE
OBLIGATIONS WHEN REQUIRED HEREUNDER, AND, IN ANY SUCH CASE, SUCH FAILURE SHALL
CONTINUE FOR A PERIOD OF THREE (3) DAYS FOLLOWING THE DATE UPON WHICH ANY SUCH
PAYMENT WAS DUE;
(B)
FAILURE TO PERFORM UNDER, AND/OR COMMITTING
ANY BREACH OF, IN ANY MATERIAL RESPECT, THIS AGREEMENT OR ANY COVENANT CONTAINED
HEREIN, WHICH FAILURE OR BREACH SHALL CONTINUE WITHOUT REMEDY FOR A PERIOD OF
FIFTEEN (15) DAYS AFTER THE OCCURRENCE THEREOF;
(C)
ANY REPRESENTATION, WARRANTY OR STATEMENT
MADE BY ANY COMPANY OR ANY OF ITS SUBSIDIARIES HEREUNDER, IN ANY ANCILLARY
AGREEMENT, ANY CERTIFICATE, STATEMENT OR DOCUMENT DELIVERED PURSUANT TO THE
TERMS HEREOF, OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT SHOULD PROVE TO BE FALSE OR MISLEADING IN ANY MATERIAL RESPECT ON THE
DATE AS OF WHICH MADE OR DEEMED MADE;
(D)
THE OCCURRENCE OF ANY DEFAULT (OR SIMILAR
TERM) IN THE OBSERVANCE OR PERFORMANCE OF ANY OTHER AGREEMENT OR CONDITION
RELATING TO ANY INDEBTEDNESS OR CONTINGENT OBLIGATION OF ANY COMPANY OR ANY OF
ITS SUBSIDIARIES (INCLUDING, WITHOUT LIMITATION, THE INDEBTEDNESS EVIDENCED BY
THE WORKING CAPITAL LENDER LOAN DOCUMENTS OR THE SUBORDINATED DEBT
DOCUMENTATION) BEYOND THE PERIOD OF GRACE (IF ANY), THE EFFECT OF WHICH DEFAULT
IS TO CAUSE, OR PERMIT THE HOLDER OR HOLDERS OF SUCH INDEBTEDNESS OR BENEFICIARY
OR BENEFICIARIES OF SUCH CONTINGENT OBLIGATION TO CAUSE, SUCH INDEBTEDNESS TO
BECOME DUE PRIOR TO ITS STATED MATURITY OR SUCH CONTINGENT OBLIGATION TO BECOME
PAYABLE;
(E)
ATTACHMENTS OR LEVIES IN EXCESS OF $250,000
IN THE AGGREGATE ARE MADE UPON ANY COMPANY'S ASSETS OR A JUDGMENT IS RENDERED
AGAINST ANY COMPANY'S PROPERTY INVOLVING A LIABILITY OF MORE THAN $250,000 WHICH
SHALL NOT HAVE BEEN VACATED, DISCHARGED, STAYED OR BONDED WITHIN THIRTY (30)
DAYS FROM THE ENTRY THEREOF;
(F)
ANY CHANGE IN ANY COMPANY'S OR ANY OF ITS
SUBSIDIARY'S CONDITION OR AFFAIRS (FINANCIAL OR OTHERWISE) WHICH IN LAURUS'
REASONABLE, GOOD FAITH OPINION, COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT;
(G)
ANY LIEN CREATED HEREUNDER OR UNDER ANY
ANCILLARY AGREEMENT FOR ANY REASON CEASES TO BE OR IS NOT A VALID AND PERFECTED
LIEN HAVING THE PRIORITY AS IN EFFECT ON THE CLOSING DATE;
(H)
ANY COMPANY OR ANY OF ITS SUBSIDIARIES SHALL
(I) APPLY FOR, CONSENT TO OR SUFFER TO EXIST THE APPOINTMENT OF, OR THE TAKING
OF POSSESSION BY, A RECEIVER, CUSTODIAN, TRUSTEE OR LIQUIDATOR OF ITSELF OR OF
ALL OR A SUBSTANTIAL PART OF ITS PROPERTY, (II) MAKE A GENERAL ASSIGNMENT FOR
THE BENEFIT OF CREDITORS, (III) COMMENCE A VOLUNTARY CASE UNDER THE FEDERAL
BANKRUPTCY LAWS (AS NOW OR HEREAFTER IN EFFECT), (IV) BE ADJUDICATED A BANKRUPT
OR INSOLVENT, (V) FILE A PETITION SEEKING TO TAKE ADVANTAGE OF ANY OTHER LAW
PROVIDING FOR THE RELIEF OF DEBTORS, (VI) ACQUIESCE TO WITHOUT CHALLENGE WITHIN
TEN (10) DAYS OF THE FILING THEREOF, OR FAILURE TO HAVE DISMISSED WITHIN THIRTY
(30) DAYS, ANY PETITION FILED AGAINST IT IN ANY INVOLUNTARY