THE CLOSING DATE, AND (2) TWO PERCENT
(2%) OF THE ORIGINAL PRINCIPAL AMOUNT OF THE SECURED NON-CONVERTIBLE REVOLVING
NOTE IF SUCH TERMINATION OCCURS THEREAFTER DURING THE REVOLVING 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.
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
THREE (3) DAYS FOLLOWING THE DATE UPON WHICH ANY SUCH PAYMENT WAS DUE;
31
(B)
FAILURE BY ANY COMPANY OR ANY OF ITS SUBSIDIARIES 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
SUCH COMPANY'S AND/OR SUCH SUBSIDIARY'S BOOKS;
(C)
FAILURE TO PERFORM UNDER, AND/OR COMMITTING ANY BREACH OF, IN ANY
MATERIAL RESPECT, THIS AGREEMENT OR ANY COVENANT CONTAINED HEREIN, WHICH FAILURE
OR BREACH SHALL CONTINUE WITHOUT REMEDY FOR A PERIOD OF FIFTEEN (15) DAYS AFTER
THE OCCURRENCE THEREOF;
(D)
ANY REPRESENTATION, WARRANTY OR STATEMENT MADE BY ANY COMPANY OR
ANY OF ITS SUBSIDIARIES 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 PROVE TO BE FALSE OR
MISLEADING IN ANY MATERIAL RESPECT ON THE DATE AS OF WHICH MADE OR DEEMED MADE;
(E)
THE OCCURRENCE OF ANY DEFAULT (OR SIMILAR TERM) IN THE OBSERVANCE
OR PERFORMANCE OF ANY OTHER AGREEMENT OR CONDITION RELATING TO ANY INDEBTEDNESS
OR CONTINGENT OBLIGATION OF ANY COMPANY OR ANY OF ITS SUBSIDIARIES BEYOND THE
PERIOD OF GRACE (IF ANY), THE EFFECT OF WHICH DEFAULT IS TO CAUSE, OR PERMIT THE
HOLDER OR HOLDERS OF SUCH INDEBTEDNESS OR BENEFICIARY OR BENEFICIARIES OF SUCH
CONTINGENT OBLIGATION TO CAUSE, SUCH INDEBTEDNESS TO BECOME DUE PRIOR TO ITS
STATED MATURITY OR SUCH CONTINGENT