RELEASE ANY
COLLATERAL, BY ANY FAILURE TO PERFECT ANY LIENS, BY ANY IRREGULARITY,
ENFORCEABILITY OR INVALIDITY OF ANY OBLIGATIONS OR ANY PART THEREOF OR ANY
SECURITY OR GUARANTY THEREOF. EACH SUBSIDIARY GRANTOR WAIVES ALL DEFENSES BASED
ON SURETYSHIP OR ON IMPAIRMENT OF COLLATERAL. WITHOUT NOTICE TO, OR THE CONSENT
OF, ANY SUBSIDIARY GRANTOR, THE TERMS OF THE OBLIGATIONS AND ANY RELATED
DOCUMENTS MAY BE CHANGED, EXTENDED, RENEWED OR COMPROMISED.
29.
FURTHER ASSURANCES. BORROWER AND EACH SUBSIDIARY GRANTOR SHALL
EXECUTE AND DELIVER ALL SUCH FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE ALL SUCH
OTHER ACTIONS AS MAY REASONABLY BE REQUIRED TO CARRY OUT THE TRANSACTIONS
CONTEMPLATED HEREBY AND TO EVIDENCE THE FULFILLMENT OF THE AGREEMENTS HEREIN
CONTAINED.
30.
ADMINISTRATIVE AND COLLATERAL AGENCY; ACTIONS OF PURCHASERS.
PURCHASERS HEREBY DESIGNATE SPECIAL SITUATIONS FUND III (QP), L.P. (THE "AGENT")
AS THEIR AGENT HEREUNDER TO ACT ON THEIR BEHALF AND TO DEAL WITH THE GRANTOR IN
ALL MATTERS IN CONNECTION WITH THIS AGREEMENT; AND GRANTORS MAY DELIVER TO AGENT
ALL ITEMS REQUIRED TO BE DELIVERED FROM TIME TO TIME TO PURCHASERS HEREUNDER.
ALL ACTIONS AUTHORIZED TO BE TAKEN OR TO NOT TAKEN BY THE PURCHASERS HEREUNDER
SHALL BE TAKEN OR NOT TAKEN BY THE AGENT ON BEHALF OF THE PURCHASERS.
[The remainder of this page has been intentionally left blank.]
18
IN WITNESS WHEREOF, intending to be legally bound, the Grantors and Purchasers
have caused this Agreement to be duly executed as of the date first above
written.
GRANTORS:
PRIMAL SOLUTIONS, INC.
By:
/s/ Joseph R. Simrell
Name:
Joseph R. Simrell
Title:
Chief Executive Officer
WIRELESS BILLING SYSTEMS
By:
/s/ Joseph R. Simrell
Name:
Joseph R. Simrell
Title:
Chief Executiv Officer
PURCHASERS:
SPECIAL SITUATIONS FUND III (QP), L.P.
SPECIAL SITUATIONS FUND III, L.P.
SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P.
SPECIAL SITUATIONS TECHNOLOGY FUND, L.P.
SPECIAL SITUATIONS TECHNOLOGY FUND II, L.P.
By:
/s/ Austin W. Marxe
Name:
Austin W. Marxe
Title:
General Partner