COMPANY OR ANY OF ITS
SUBSIDIARIES UNDER ANY CRIMINAL STATUTE, OR COMMENCEMENT OR THREATENED
COMMENCEMENT OF CRIMINAL OR CIVIL PROCEEDING AGAINST ANY COMPANY OR ANY OF ITS
SUBSIDIARIES OR ANY EXECUTIVE OFFICER OF ANY COMPANY OR ANY OF ITS SUBSIDIARIES
PURSUANT TO WHICH STATUTE OR PROCEEDING PENALTIES OR REMEDIES SOUGHT OR
AVAILABLE INCLUDE FORFEITURE OF ANY OF THE PROPERTY OF ANY COMPANY OR ANY OF ITS
SUBSIDIARIES;
(N)
AN EVENT OF DEFAULT (OR SIMILAR TERM) SHALL OCCUR UNDER AND AS
DEFINED IN ANY NOTE OR IN ANY OTHER ANCILLARY AGREEMENT;
(O)
ANY COMPANY OR ANY OF ITS SUBSIDIARIES SHALL BREACH ANY TERM OR
PROVISION OF ANY ANCILLARY AGREEMENT TO WHICH IT IS A PARTY, IN ANY MATERIAL
RESPECT WHICH BREACH IS NOT CURED WITHIN ANY APPLICABLE CURE OR GRACE PERIOD
PROVIDED IN RESPECT THEREOF (IF ANY);
(P)
ANY COMPANY OR ANY OF ITS SUBSIDIARIES ATTEMPTS TO TERMINATE,
CHALLENGES THE VALIDITY OF, OR ITS LIABILITY UNDER THIS AGREEMENT OR ANY
ANCILLARY AGREEMENT, OR ANY PROCEEDING SHALL BE BROUGHT TO CHALLENGE THE
VALIDITY, BINDING EFFECT OF ANY ANCILLARY AGREEMENT OR ANY ANCILLARY AGREEMENT
CEASES TO BE A VALID, BINDING AND ENFORCEABLE OBLIGATION OF SUCH COMPANY OR ANY
OF ITS SUBSIDIARIES (TO THE EXTENT SUCH PERSONS ARE A PARTY THERETO);
(Q)
AN SEC STOP TRADE ORDER OR PRINCIPAL MARKET TRADING SUSPENSION OF
THE COMMON STOCK SHALL BE IN EFFECT FOR FIVE (5) CONSECUTIVE DAYS OR FIVE (5)
DAYS DURING A PERIOD OF TEN (10) CONSECUTIVE DAYS, EXCLUDING IN ALL CASES 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) DAYS OF
THE NOTICE THEREOF OR LIST THE COMMON STOCK ON ANOTHER PRINCIPAL MARKET WITHIN
SIXTY (60) DAYS OF SUCH NOTICE; OR
(R)
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 REPLACEMENT NOTE TO LAURUS AND SUCH COMPANY SHALL
FAIL TO DELIVER SUCH REPLACEMENT NOTE WITHIN SEVEN (7) BUSINESS DAYS.
33
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