AGREEMENT.
THE TERMINATION OF THE
AGREEMENT SHALL NOT AFFECT ANY OF LAURUS' RIGHTS HEREUNDER OR ANY ANCILLARY
AGREEMENT AND THE PROVISIONS HEREOF AND THEREOF SHALL CONTINUE TO BE FULLY
OPERATIVE UNTIL ALL TRANSACTIONS ENTERED INTO, RIGHTS OR INTERESTS CREATED AND
THE OBLIGATIONS HAVE BEEN DISPOSED OF, CONCLUDED OR LIQUIDATED.
NOTWITHSTANDING
THIS SECTION 15, THE COMPANY MAY AT ANY TIME, UPON TEN BUSINESS DAYS PRIOR
WRITTEN NOTICE TO LAURUS, TERMINATE THIS AGREEMENT BY PREPAYING THE ENTIRE
OUTSTANDING OBLIGATIONS IN CASH PLUS AN ADDITIONAL EARLY PAYMENT FEE IN AN
AMOUNT EQUAL TO TWO PERCENT (2%) OF THE CAPITAL AVAILABILITY AMOUNT IF SUCH
PREPAYMENT OCCURS ON OR BEFORE THE FIRST ANNIVERSARY OF THE DATE HEREOF; ONE
PERCENT (1%)OF SUCH AMOUNT IF SUCH PREPAYMENT OCCURS FOLLOWING THE FIRST
ANNIVERSARY HEREOF BUT BEFORE THE SECOND ANNIVERSARY HEREOF;
AND ZERO PERCENT
OF SUCH AMOUNT THEREAFTER; SUCH FEE BEING INTENDED TO COMPENSATE LAURUS FOR ITS
COSTS AND EXPENSES INCURRED IN INITIALLY APPROVING THIS AGREEMENT OR EXTENDING
SAME.
UPON RECEIPT OF IRREVOCABLE PAYMENT IN FULL TO IT OF ALL OBLIGATIONS AND
THE EARLY PAYMENT FEE, LAURUS SHALL RELEASE ITS SECURITY INTERESTS WITHIN THREE
(3) BUSINESS DAYS..
SUCH EARLY PAYMENT FEE SHALL ALSO BE DUE AND PAYABLE BY TO
LAURUS UPON TERMINATION OF THIS AGREEMENT BY LAURUS AFTER THE OCCURRENCE OF AN
EVENT OF DEFAULT.
16.
TERMINATION OF LIEN.
THE LIENS AND RIGHTS GRANTED TO LAURUS HEREUNDER AND
ANY ANCILLARY AGREEMENTS AND THE FINANCING STATEMENTS FILED IN CONNECTION
HEREWITH OR THEREWITH SHALL CONTINUE IN FULL FORCE AND EFFECT, NOTWITHSTANDING
THE TERMINATION OF THIS AGREEMENT OR THE FACT THAT THE COMPANY' ACCOUNT MAY FROM
TIME TO TIME BE TEMPORARILY IN A ZERO OR CREDIT POSITION, UNTIL ALL OF THE
OBLIGATIONS OF THE COMPANY HAVE BEEN PAID OR PERFORMED IN FULL AFTER THE
TERMINATION OF THIS AGREEMENT.
18
17.
EVENTS OF DEFAULT.
THE OCCURRENCE OF ANY OF THE FOLLOWING SHALL
CONSTITUTE AN EVENT OF DEFAULT:
(A)
FAILURE TO MAKE PAYMENT OF ANY OF THE OBLIGATIONS WHEN REQUIRED HEREUNDER,
PROVIDED HOWEVER, THAT THE COMPANY SHALL HAVE FIVE (5) BUSINESS DAYS TO CURE
SUCH PAYMENT DEFAULT;
(B)
FAILURE TO PAY ANY TAXES WHEN DUE UNLESS SUCH TAXES ARE BEING CONTESTED IN
GOOD FAITH BY APPROPRIATE PROCEEDINGS AND WITH RESPECT TO WHICH ADEQUATE
RESERVES HAVE BEEN PROVIDED ON THE COMPANY'S BOOKS OR ARE LESS THAN $25,000;
(C)
FAILURE TO PERFORM UNDER AND/OR COMMITTING ANY MATERIAL BREACH OF THIS
AGREEMENT OR ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE COMPANY,
THE SUBSIDIARY GUARANTOR AND LAURUS; PROVIDED, HOWEVER, IN THE EVENT THAT SUCH
FAILURE IS CURABLE, THE COMPANY SHALL HAVE TEN (10) BUSINESS DAYS FROM THE
OCCURRENCE THEREOF TO CURE SUCH FAILURE;
(D)
THE OCCURRENCE OF A DEFAULT UNDER ANY AGREEMENT TO WHICH THE COMPANY OR
THE SUBSIDIARY GUARANTOR IS A PARTY WITH THIRD PARTIES WHICH HAS A MATERIAL
ADVERSE EFFECT THE COMPANY SHALL HAVE TEN (10) BUSINESS DAYS FROM THE OCCURRENCE
THEREOF TO CURE SUCH FAILURE;
(E)
ANY MATERIAL REPRESENTATION, WARRANTY OR STATEMENT MADE BY THE COMPANY OR
THE SUBSIDIARY GUARANTOR HEREUNDER, IN