AT LAURUS' ELECTION FOLLOWING THE OCCURRENCE OF AN EVENT
OF DEFAULT, LAURUS MAY TERMINATE THIS 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
THE FOREGOING, LAURUS SHALL RELEASE ITS SECURITY INTERESTS AT ANY TIME AFTER
THIRTY (30) DAYS NOTICE UPON PAYMENT TO IT OF ALL OBLIGATIONS IF COMPANIES SHALL
HAVE (I) PROVIDED LAURUS WITH AN EXECUTED RELEASE OF ANY AND ALL CLAIMS WHICH
COMPANIES 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) FOUR PERCENT (4%) OF THE CAPITAL AVAILABILITY AMOUNT IF SUCH PAYMENT OCCURS
PRIOR TO THE FIRST ANNIVERSARY OF THE COMMENCEMENT OF THE INITIAL TERM OR ANY
APPLICABLE RENEWAL TERM, AND (2) THREE (3%) OF THE CAPITAL AVAILABILITY AMOUNT
IF SUCH PAYMENT OCCURS ON OR AFTER THE FIRST ANNIVERSARY AND PRIOR TO THE SECOND
ANNIVERSARY OF THE INITIAL TERM OR ANY APPLICABLE RENEWAL TERM AND TWO PERCENT
(2%) IF SUCH TERMINATION OCCURS THEREAFTER PRIOR TO THE END OF THE INITIAL 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 BY COMPANY TO LAURUS UPON TERMINATION BY ACCELERATION
OF THIS AGREEMENT BY LAURUS DUE TO THE OCCURRENCE AND CONTINUANCE OF AN EVENT OF
DEFAULT.
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 COMPANY'S ACCOUNT MAY FROM TIME
TO TIME BE TEMPORARILY IN A ZERO OR CREDIT POSITION, UNTIL (A) ALL OF THE
OBLIGATIONS OF COMPANY HAVE BEEN PAID OR PERFORMED IN FULL AFTER THE TERMINATION
OF THIS AGREEMENT.
LAURUS SHALL NOT BE REQUIRED TO SEND TERMINATION STATEMENTS
TO 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 PAID IN FULL IN IMMEDIATELY AVAILABLE
FUNDS.
EVENTS OF DEFAULT.
THE OCCURRENCE OF ANY OF THE FOLLOWING SHALL CONSTITUTE AN
EVENT OF DEFAULT:
10Z-13
FAILURE TO MAKE PAYMENT OF ANY OF THE OBLIGATIONS WHEN REQUIRED HEREUNDER;
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 COMPANY'S BOOKS;
FAILURE TO PERFORM UNDER AND/OR COMMITTING ANY BREACH OF THIS AGREEMENT OR ANY
ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT BETWEEN COMPANY AND LAURUS WHICH
SHALL CONTINUE FOR A PERIOD OF FIFTEEN (15)
DAYS AFTER THE OCCURRENCE THEREOF;
THE OCCURRENCE OF A DEFAULT UNDER ANY AGREEMENT TO