Common use of Agreements Regarding Security Interest Clause in Contracts

Agreements Regarding Security Interest. (a) Prior to the record date set for the first shareholders meeting relating to any matter covered by Section 3(a) above, Seller and Helix shall enter into an agreement to restructure the indebtedness of Seller (the "Secured Debt") currently secured by Helix's security interest in certain assets of Seller in the form attached hereto as Exhibit 2 (the "Restructuring Agreement"), and effective as of the Closing Seller and Helix shall effectuate such restructuring. (b) The Restructuring Agreement shall provide that (i) Helix shall release its security interest in all assets of Seller other than its intellectual property assets and (ii) the terms of the Secured Debt shall be modified so that (A) the Secured Debt accrues interest after the Closing at a rate of 6% per annum, calculated on a monthly basis, (B) any interest accrued with respect to the Secured Debt prior to the Closing is forgiven by Helix and (C) the Secured Debt shall be subject to (x) a principal payment obligation of $1,000,000 immediately after the Closing and (y) principal and interest payments aggregating $100,000 per month on each of the monthly anniversaries of the Closing (and such lesser amount on the eleventh monthly anniversary of the Closing as shall satisfy all remaining principal and interest on the Secured Debt).