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 IRREVOCABLY DISPOSED OF, CONCLUDED OR LIQUIDATED.
NOTWITHSTANDING THE FOREGOING, LAURUS SHALL RELEASE ITS SECURITY INTERESTS AT
ANY TIME AFTER FIFTEEN (15) DAYS NOTICE UPON INDEFEASIBLE PAYMENT TO IT OF ALL
OBLIGATIONS IF EACH COMPANY SHALL HAVE (I) PROVIDED LAURUS WITH AN EXECUTED
RELEASE OF ANY AND ALL CLAIMS WHICH SUCH COMPANY MAY HAVE OR THEREAFTER HAVE
UNDER THIS AGREEMENT AND ALL ANCILLARY AGREEMENTS AND (II) PAID TO LAURUS AN
EARLY PAYMENT FEE IN AN AMOUNT EQUAL TO (1) THREE PERCENT (3%) OF THE CAPITAL
AVAILABILITY AMOUNT IF SUCH PAYMENT OCCURS PRIOR TO THE FIRST ANNIVERSARY OF THE
CLOSING DATE, (2) TWO PERCENT (2%) OF THE CAPITAL AVAILABILITY AMOUNT IF SUCH
PAYMENT OCCURS ON OR AFTER THE FIRST ANNIVERSARY OF THE CLOSING DATE AND PRIOR
TO THE SECOND ANNIVERSARY OF THE CLOSING DATE AND (3) ONE PERCENT (1%) OF THE
CAPITAL AVAILABILITY AMOUNT IF SUCH TERMINATION OCCURS THEREAFTER DURING THE
TERM; SUCH FEE BEING INTENDED TO COMPENSATE LAURUS FOR ITS COSTS AND EXPENSES
INCURRED IN INITIALLY APPROVING THIS AGREEMENT OR EXTENDING SAME. SUCH EARLY
PAYMENT FEE SHALL BE DUE AND PAYABLE JOINTLY AND SEVERALLY BY THE COMPANIES TO
LAURUS UPON TERMINATION BY ACCELERATION OF THIS AGREEMENT BY LAURUS DUE TO THE
OCCURRENCE AND CONTINUANCE OF AN EVENT OF DEFAULT.
18.
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 ANY COMPANY'S
ACCOUNT MAY FROM TIME TO TIME BE TEMPORARILY IN A ZERO OR CREDIT POSITION, UNTIL
ALL OF THE OBLIGATIONS HAVE BEEN INDEFEASIBLY PAID OR PERFORMED IN FULL AFTER
THE TERMINATION OF THIS AGREEMENT.
LAURUS SHALL NOT BE REQUIRED TO SEND
TERMINATION STATEMENTS TO ANY COMPANY, OR TO FILE THEM WITH ANY FILING OFFICE,
UNLESS AND UNTIL THIS AGREEMENT AND THE ANCILLARY AGREEMENTS SHALL HAVE BEEN
TERMINATED IN ACCORDANCE WITH THEIR TERMS AND ALL OBLIGATIONS INDEFEASIBLY PAID
IN FULL IN IMMEDIATELY AVAILABLE FUNDS.
33
19.
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, AND, IN ANY SUCH CASE, SUCH FAILURE SHALL CONTINUE FOR A PERIOD OF
FIVE (5) DAYS FOLLOWING THE DATE UPON WHICH ANY SUCH PAYMENT WAS DUE;
(B)
FAILURE BY ANY COMPANY TO PAY ANY TAXES WHEN DUE UNLESS (X) SUCH
TAXES ARE (I) STATE OR LOCAL TAXES (OTHER THAN STATE INCOME TAXES OR STATE
FRANCHISE TAXES), (II) IMMATERIAL AS REASONABLY DETERMINED BY LAURUS AND
(III) THE NON-PAYMENT OF WHICH SHALL NOT RESULT IN THE IMPOSITION OF A LIEN ON
ANY ASSETS OF ANY COMPANY (AND TO THE EXTENT THAT SUCH A LIEN IS IMPOSED, SUCH
LIEN IS REMOVED WITHIN 30 DAYS