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 PURSUANT TO SECTION
17 HEREOF WITHIN THREE BUSINESS DAYS
AFTER THE COMPANY SHALL HAVE 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 INITIAL TERM , (2) TWO PERCENT (2%) 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
AND (3) ONE PERCENT (1%) OF
THE CAPITAL AVAILABILITY AMOUNT IF SUCH PAYMENT OCCURS ON OR AFTER THE SECOND
ANNIVERSARY OF THE INITIAL TERM; SUCH FEE BEING INTENDED TO COMPENSATE LAURUS
FOR ITS COSTS AND EXPENSES INCURRED IN INITIALLY APPROVING THIS AGREEMENT.
SUCH
EARLY PAYMENT FEE SHALL ALSO BE DUE AND PAYABLE BY COMPANY TO LAURUS UPON
TERMINATION OF THIS AGREEMENT BY LAURUS AFTER THE OCCURRENCE OF AN EVENT OF
DEFAULT.
17.
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.
18.
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;
17
(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 COMPANY'S BOOKS;
(C)
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 TEN (10) DAYS AFTER THE OCCURRENCE THEREOF UNLESS
APPROVED BY LAURUS;
(D)
THE OCCURRENCE OF A DEFAULT (BEYOND ANY APPLICABLE GRACE, NOTICE OR CURE
PERIODS) UNDER ANY AGREEMENT TO WHICH COMPANY IS A PARTY WITH THIRD PARTIES
WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(E)
ANY REPRESENTATION, WARRANTY OR STATEMENT MADE BY COMPANY HEREUNDER, IN
ANY ANCILLARY AGREEMENT, ANY CERTIFICATE, STATEMENT OR DOCUMENT DELIVERED
PURSUANT TO THE TERMS HEREOF, OR IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT SHOULD AT ANY TIME BE