Common use of Reset Clause in Contracts

Reset. On a date which is between one hundred forty (140) and one hundred sixty (160) days prior to the Reset/Payoff Date, Senior Lender will, by written notice to Prime (the "RESET NOTICE"), effective on the Reset/Payoff Date and continuing for the balance of the Term (the portion of the Term commencing on the Reset/Payoff Date being the "RESET PERIOD"): (a) reset the Interest Rate (the "RESET INTEREST RATE"), (b) establish an underwriting fee payable on the Reset/Payoff Date, (c) reset the amortization schedule (the "RESET AMORTIZATION SCHEDULE"), (d) calculate and set forth the Reset Scheduled Payment and the Reset Secondary Payment Amount and (e) set forth any other modifications of the payment terms of the Senior Note (the terms set forth in the Reset Notice being the "RESET TERMS"). If Senior Lender fails to give the Reset Notice on a timely basis, the only consequence shall be that the Reset/Payoff Date shall be postponed to the date which is one hundred forty (140) days following the giving of a late Reset Notice. Senior Lender shall be free to quote such Interest Rate, underwriting fees, amortization schedule, Closed Period, Prepayment Premium and such other terms and conditions applicable to the Reset Period as Senior Lender may determine in its absolute discretion (except that Senior Lender may not change the formula for calculation of the Reset Secondary Payment Amount). Prime will advise Senior Lender, by written notice (the "RESET RESPONSE"), given within sixty (60) days following receipt of the Reset Notice, whether Prime accepts or rejects the Reset Terms. Failure by Prime to give a timely Reset Response shall be deemed a rejection of the Reset Terms. If the Reset Terms are so accepted, Senior Lender will prepare within thirty (30) days thereafter, and Senior Lender and Prime will promptly execute, a modification or modifications of this Intercreditor Agreement and the Prime Documents in accordance with EXHIBIT 7 attached hereto and otherwise as Senior Lender and Prime deem necessary to reflect the Reset Terms. Senior Lender shall also prepare an appropriate amendment to the Senior Loan Documents (the "RESET AMENDMENT") and tender it to Borrower for execution, provided that the refusal or other failure of Borrower to execute such amendment shall not affect, as between Senior Lender and Prime, Senior Lender's right to receive interest and debt service based upon the Reset Terms. Accordingly, the Secondary Payment Amount shall be reset to reflect the Reset Terms whether or not the Senior Note is ever amended to reflect the Reset Terms. Such modification or modifications shall become effective on the Reset/Payoff Date. If the Reset Terms are so rejected or deemed rejected, Prime shall, on the Reset/Payoff Date, pay off the Senior Indebtedness by paying to Senior Lender by Wire Transfer the Payoff Amount (without Prepayment Premium), upon receipt of which Senior Lender will perform the Release Actions.

Reset. On a date which is between one hundred forty (140a) and one hundred sixty (160) days prior The amount of Company Shares issuable to the Reset/Payoff Date, Senior Lender will, by written notice Subscriber shall be redetermined from time to Prime time as described herein (the "RESET NOTICEReset") and if appropriate additional shares of Common Stock (the "Additional Shares") will be issued and delivered to the Subscriber. The original purchase price set forth on the signature page of this Subscription Agreement (the "Purchase Price") shall be deemed the purchase price of all the Common Stock to be delivered pursuant to this Subscription Agreement. (b) The Reset shall be determined on the following dates (each a "Reset Date") for the designated amounts of the Purchase Price. The initial Reset Date shall be the effective date of the Registration Statement described in Section 10.1(iv) of this Subscription Agreement or at the Subscriber's election on the 180th day after the Closing Date if the Registration Statement has not been declared effective by such date, ("Trigger Date"), . In the event the effective on the Reset/Payoff Date and continuing for the balance date of the Term (Registration Statement described in Section 10.1(iv) of this Subscription Agreement is sooner than the 120th day after the Closing Date, then the Trigger Date shall be the 120th day after the Closing Date. In the event any portion of the Term commencing Common Shares comprising the Registration Escrow (as hereinafter defined) is released to the Company pursuant to Section 10.1(iv), then the Designated Portion of the Purchase Price shall mean that portion of the Purchase Price set forth on the Reset/Payoff signature page to this Subscription Agreement less the corresponding amount of Purchase Price returned to the Subscriber. To the extent a Registration Escrow is held in escrow on a Reset Date, then such Common Shares issuable in connection with such Registration Escrow will be deposited in escrow to be held pursuant to the Funds Escrow Agreement. Designated Portion of Purchase Price Date -------------- ---- 15% Trigger Date 15% 60 Days after Trigger Date 10% 90 Days after Trigger Date 10% 120 Days after Trigger Date 10% 150 Days after Trigger Date 10% 180 Days after Trigger Date 10% 210 Days after Trigger Date 10% 240 Days after Trigger Date 10% 270 Days after Trigger Date (c) On each Reset Date a number of Company Shares will be calculated for the designated portion of the Purchase Price by dividing the Designated Portion of the Purchase Price by a number equal to seventy-seven percent (77%) of the average closing bid price for the Common Stock on the NASDAQ SmallCap Market, or on any securities exchange or other securities market on which the Common Stock is then being traded, for the "RESET PERIOD"): (a) reset five trading days immediately preceding, but not including, the Interest Rate Reset Date (the "RESET INTEREST RATE"), (b) establish an underwriting fee payable on the Reset/Payoff Date, (c) reset the amortization schedule (the "RESET AMORTIZATION SCHEDULE"), (d) calculate and set forth the Reset Scheduled Payment and the Reset Secondary Payment Amount and (e) set forth any other modifications of the payment terms of the Senior Note (the terms set forth in the Reset Notice being the "RESET TERMSAverage Price"). If Senior Lender fails the Average Price is less than $1.01 then the Company will issue to give the Subscriber the number of shares of Common Stock obtained by subtracting (y) the number of shares obtained by dividing the Designated Portion of Purchase Price by $1.01 from (z) the number of shares obtained by dividing the Designated Portion of Purchase Price by the Average Price. (d) In no event will the Subscriber be required to return any Company Shares to the Company. Each Reset calculation shall be made independent of all other Reset calculations. (e) The Company agrees to deliver the Additional Shares to the Subscriber in hand, no later than fourteen (14) days after the Reset Notice on a timely basis, the only consequence shall be that the Reset/Payoff Date shall be postponed to the date which is one hundred forty (140) days following the giving of a late Reset Notice. Senior Lender shall be free to quote such Interest Rate, underwriting fees, amortization schedule, Closed Period, Prepayment Premium and such other terms and conditions applicable to the Reset Period as Senior Lender may determine in its absolute discretion (except that Senior Lender may not change the formula for calculation of the Reset Secondary Payment Amount). Prime will advise Senior Lender, by written notice (the "RESET RESPONSEDelivery Date"), given within sixty (60) days following receipt . The Company understands that a delay in the delivery of the Additional Shares beyond the Delivery Date could result in economic loss to the Subscriber. As compensation to the Subscriber for such loss, the Company agrees to pay late payments to the Subscriber for late delivery of Additional Shares beyond the Delivery Date, in the amount of $100 per business day after the Delivery Date for each $10,000 of Designated Portion of Purchase Price for which a Reset Notice, whether Prime accepts has been calculated. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. The late payment charges described above shall be payable through the date the Additional Shares are received in hand by the Subscriber. (f) Company Shares as defined and employed in this Subscription Agreement shall mean and include Additional Shares for all purposes including but not limited to Section 10 of this Subscription Agreement. (g) Nothing contained herein or rejects the Reset Terms. Failure by Prime in any document referred to give a timely Reset Response herein shall be deemed to establish or require the payment of a rejection rate of interest or other charges in excess of the Reset Termsmaximum permitted by applicable law. If In the Reset Terms are so acceptedevent that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, Senior Lender will prepare within thirty (30) days thereafter, and Senior Lender and Prime will promptly execute, a modification or modifications any payments in excess of this Intercreditor Agreement and such maximum shall be credited against amounts owed by the Prime Documents in accordance with EXHIBIT 7 attached hereto and otherwise as Senior Lender and Prime deem necessary to reflect the Reset Terms. Senior Lender shall also prepare an appropriate amendment Company to the Senior Loan Documents (Subscriber and thus refunded to the "RESET AMENDMENT") and tender it to Borrower for execution, provided that the refusal or other failure of Borrower to execute such amendment shall not affect, as between Senior Lender and Prime, Senior Lender's right to receive interest and debt service based upon the Reset Terms. Accordingly, the Secondary Payment Amount shall be reset to reflect the Reset Terms whether or not the Senior Note is ever amended to reflect the Reset Terms. Such modification or modifications shall become effective on the Reset/Payoff Date. If the Reset Terms are so rejected or deemed rejected, Prime shall, on the Reset/Payoff Date, pay off the Senior Indebtedness by paying to Senior Lender by Wire Transfer the Payoff Amount (without Prepayment Premium), upon receipt of which Senior Lender will perform the Release ActionsCompany.

Reset. On a date which is between one hundred forty (140) and one hundred sixty (160) days prior to the Reset/Payoff Date, Senior Lender will, by written notice to Prime (the "RESET NOTICEReset Notice"), effective on the Reset/Payoff Date and continuing for the balance of the Term (the portion of the Term commencing on the Reset/Payoff Date being the "RESET PERIODReset Period"): (a) reset the Interest Rate (the "RESET INTEREST RATEReset Interest Rate"), (b) establish an underwriting fee payable on the Reset/Payoff Date, (c) reset the amortization schedule (the "RESET AMORTIZATION SCHEDULEReset Amortization Schedule"), (d) calculate and set forth the Reset Scheduled Payment and the Reset Secondary Payment Amount and (e) set forth any other modifications of the payment terms of the Senior Note (the terms set forth in the Reset Notice being the "RESET TERMSReset Terms"). If Senior Lender fails to give the Reset Notice on a timely basis, the only consequence shall be that the Reset/Payoff Date shall be postponed to the date which is one hundred forty (140) days following the giving of a late Reset Notice. Senior Lender shall be free to quote such Interest Rate, underwriting fees, amortization schedule, Closed Period, Prepayment Premium and such other terms and conditions applicable to the Reset Period as Senior Lender may determine in its absolute discretion (except that Senior Lender may not change the formula for calculation of the Reset Secondary Payment Amount). Prime will advise Senior Lender, by written notice (the "RESET RESPONSEReset Response"), given within sixty (60) days following receipt of the Reset Notice, whether Prime accepts or rejects the Reset Terms. Failure by Prime to give a timely Reset Response shall be deemed a rejection of the Reset Terms. If the Reset Terms are so accepted, Senior Lender will prepare within thirty (30) days thereafter, and Senior Lender and Prime will promptly execute, a modification or modifications of this Intercreditor Agreement and the Prime Documents in accordance with EXHIBIT Exhibit 7 attached hereto and otherwise as Senior Lender and Prime deem necessary to reflect the Reset Terms. Senior Lender shall also prepare an appropriate amendment to the Senior Loan Documents (the "RESET AMENDMENTReset Amendment") and tender it to Borrower for execution, provided that the refusal or other failure of Borrower to execute such amendment shall not affect, as between Senior Lender and Prime, Senior Lender's right to receive interest and debt service based upon the Reset Terms. Accordingly, the Secondary Payment Amount shall be reset to reflect the Reset Terms whether or not the Senior Note is ever amended to reflect the Reset Terms. Such modification or modifications shall become effective on the Reset/Payoff Date. If the Reset Terms are so rejected or deemed rejected, Prime shall, on the Reset/Payoff Date, pay off the Senior Indebtedness by paying to Senior Lender by Wire Transfer the Payoff Amount (without Prepayment Premium), upon receipt of which Senior Lender will perform the Release Actions.