ORDER OR PRINCIPAL MARKET TRADING SUSPENSION OF
THE COMMON STOCK SHALL BE IN EFFECT FOR FIVE (5) CONSECUTIVE TRADING DAYS OR
FIVE (5) TRADING DAYS DURING A PERIOD OF TEN (10) CONSECUTIVE TRADING 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;
(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 PURSUANT TO THE TERMS OF THIS AGREEMENT OR ANY ANCILLARY
AGREEMENT TO ISSUE A REPLACEMENT NOTE TO LAURUS AND SUCH COMPANY SHALL FAIL TO
DELIVER SUCH REPLACEMENT NOTE WITHIN SEVEN (7) BUSINESS DAYS; OR
(S)
ANY COMPANY, OR ANY OF ITS SUBSIDIARIES SHALL TAKE OR PARTICIPATE
IN ANY ACTION WHICH WOULD BE PROHIBITED UNDER THE PROVISIONS OF ANY OF THE
SUBORDINATED DEBT DOCUMENTATION OR MAKE ANY PAYMENT ON THE INDEBTEDNESS
EVIDENCED BY THE SUBORDINATED DEBT DOCUMENTATION TO A PERSON THAT WAS NOT
ENTITLED TO RECEIVE SUCH PAYMENTS UNDER THE SUBORDINATION PROVISIONS OF
APPLICABLE SUBORDINATED DEBT DOCUMENTATION.
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 OF THE PREMISES
OF ANY COMPANY OR WHEREVER THE COLLATERAL SHALL BE LOCATED, WITH OR WITHOUT
FORCE OR PROCESS OF LAW, AND TO KEEP AND STORE THE SAME ON SAID PREMISES UNTIL
SOLD (AND IF SAID PREMISES BE THE PROPERTY OF ANY COMPANY, SUCH COMPANY AGREES
NOT TO CHARGE LAURUS FOR STORAGE THEREOF), AND THE RIGHT TO APPLY FOR THE
APPOINTMENT OF A RECEIVER FOR SUCH COMPANY'S PROPERTY.
FURTHER, LAURUS MAY, AT
ANY TIME OR TIMES AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, SELL AND DELIVER
ALL COLLATERAL HELD BY OR FOR LAURUS AT PUBLIC OR PRIVATE SALE FOR CASH, UPON
CREDIT OR OTHERWISE, AT SUCH PRICES AND UPON SUCH TERMS AS LAURUS, IN LAURUS'
SOLE DISCRETION, DEEMS ADVISABLE OR LAURUS MAY OTHERWISE RECOVER UPON THE
COLLATERAL IN ANY COMMERCIALLY REASONABLE MANNER AS LAURUS, IN ITS SOLE