A SUSPENSION OF ALL TRADING ON A
PRINCIPAL MARKET, PROVIDED THAT THE PARENT SHALL NOT HAVE BEEN ABLE TO CURE SUCH
TRADING SUSPENSION WITHIN THIRTY (30) BUSINESS DAYS OF THE NOTICE THEREOF OR
LIST THE COMMON STOCK ON ANOTHER PRINCIPAL MARKET WITHIN SIXTY (60) BUSINESS
DAYS OF SUCH NOTICE;
(Q)
THE PARENT'S FAILURE TO DELIVER COMMON STOCK
TO LAURUS PURSUANT TO AND IN THE FORM REQUIRED BY THE NOTES AND THIS AGREEMENT,
IF SUCH FAILURE TO DELIVER COMMON STOCK SHALL NOT BE CURED WITHIN TWO
(2) BUSINESS DAYS OR ANY COMPANY IS REQUIRED TO ISSUE A
33
REPLACEMENT NOTE TO LAURUS AND SUCH COMPANY SHALL FAIL TO DELIVER SUCH
REPLACEMENT NOTE WITHIN SEVEN (7) BUSINESS DAYS; OR
(R)
ANY COMPANY, OR ANY OF ITS SUBSIDIARIES
SHALL TAKE OR PARTICIPATE IN ANY ACTION WHICH WOULD BE PROHIBITED UNDER THE
PROVISIONS OF ANY OF THE SUBORDINATED DEBT DOCUMENTATION OR WORKING CAPITAL
LENDER LOAN DOCUMENTS OR MAKE ANY PAYMENT ON THE INDEBTEDNESS EVIDENCED BY THE
SUBORDINATED DEBT DOCUMENTATION TO A PERSON THAT WAS NOT ENTITLED TO RECEIVE
SUCH PAYMENTS UNDER THE SUBORDINATION PROVISIONS OF APPLICABLE SUBORDINATED DEBT
DOCUMENTATION.
20.
REMEDIES.
FOLLOWING THE OCCURRENCE OF AN
EVENT OF DEFAULT, LAURUS SHALL HAVE THE RIGHT TO DEMAND REPAYMENT IN FULL OF ALL
OBLIGATIONS, WHETHER OR NOT OTHERWISE DUE.
UNTIL ALL OBLIGATIONS HAVE BEEN
FULLY AND INDEFEASIBLY SATISFIED, LAURUS SHALL RETAIN ITS LIEN IN ALL
COLLATERAL.
LAURUS SHALL HAVE, IN ADDITION TO ALL OTHER RIGHTS PROVIDED HEREIN
AND IN EACH ANCILLARY AGREEMENT, THE RIGHTS AND REMEDIES OF A SECURED PARTY
UNDER THE UCC, AND UNDER OTHER APPLICABLE LAW, ALL OTHER LEGAL AND EQUITABLE
RIGHTS TO WHICH LAURUS MAY BE ENTITLED, INCLUDING THE RIGHT TO TAKE IMMEDIATE
POSSESSION OF THE COLLATERAL, TO REQUIRE EACH COMPANY TO ASSEMBLE THE
COLLATERAL, AT COMPANIES' JOINT AND SEVERAL EXPENSE, AND TO MAKE IT AVAILABLE TO
LAURUS AT A PLACE DESIGNATED BY LAURUS WHICH IS REASONABLY CONVENIENT TO BOTH
PARTIES AND TO ENTER ANY OF THE PREMISES OF ANY COMPANY OR WHEREVER THE
COLLATERAL SHALL BE LOCATED, WITH OR WITHOUT FORCE OR PROCESS OF LAW, AND TO
KEEP AND STORE THE SAME ON SAID PREMISES UNTIL SOLD (AND IF SAID PREMISES BE THE
PROPERTY OF ANY COMPANY, SUCH COMPANY AGREES NOT TO CHARGE LAURUS FOR STORAGE
THEREOF), AND THE RIGHT TO APPLY FOR THE APPOINTMENT OF A RECEIVER FOR SUCH
COMPANY'S PROPERTY.
FURTHER, LAURUS MAY, AT ANY TIME OR TIMES AFTER THE
OCCURRENCE OF AN EVENT OF DEFAULT, SELL AND DELIVER ALL COLLATERAL HELD BY OR
FOR LAURUS AT PUBLIC OR PRIVATE SALE FOR CASH, UPON CREDIT OR OTHERWISE, AT SUCH
PRICES AND UPON SUCH TERMS AS LAURUS, IN LAURUS' SOLE DISCRETION, DEEMS
ADVISABLE OR LAURUS MAY OTHERWISE RECOVER UPON THE COLLATERAL IN ANY
COMMERCIALLY REASONABLE MANNER AS LAURUS, IN ITS SOLE DISCRETION, DEEMS
ADVISABLE.
THE REQUIREMENT OF REASONABLE NOTICE SHALL BE MET IF SUCH NOTICE IS
MAILED POSTAGE PREPAID TO COMPANY AGENT AT COMPANY AGENT'S ADDRESS AS SHOWN IN
LAURUS' RECORDS, AT LEAST TEN (10) DAYS BEFORE THE TIME OF