2 ("OVERADVANCES"), IN THE EVENT AN OVERADVANCE OCCURS OR IS MADE BY LAURUS, ALL
SUCH OVERADVANCES SHALL BEAR INTEREST AT A MONTHLY RATE EQUAL TO 1.5% OF THE
AMOUNT OF SUCH OVERADVANCES FOR EACH MONTH OR PORTION THEREOF AS SUCH AMOUNTS
SHALL BE OUTSTANDING.
(V)
FINANCIAL INFORMATION DEFAULT.
WITHOUT AFFECTING
LAURUS' OTHER RIGHTS AND REMEDIES, IN THE EVENT COMPANY FAILS TO DELIVER THE
FINANCIAL INFORMATION REQUIRED BY
5
Section 11 on or before the date required by this Agreement, Company shall pay
Laurus a fee in the amount of $500.00 per week (or portion thereof) for each
such failure until such failure is cured to Laurus' satisfaction or waived in
writing by Laurus.
Such fee shall be charged to Company's account upon the
occurrence of each such failure.
6.
Security Interest.
(A)
TO SECURE THE PROMPT PAYMENT TO LAURUS OF THE OBLIGATIONS, COMPANY
HEREBY ASSIGNS, PLEDGES AND GRANTS TO LAURUS A CONTINUING SECURITY INTEREST IN
AND LIEN UPON ALL OF THE COLLATERAL.
ALL OF COMPANY'S BOOKS AND RECORDS
RELATING TO THE COLLATERAL SHALL, UNTIL DELIVERED TO OR REMOVED BY LAURUS, BE
KEPT BY COMPANY IN TRUST FOR LAURUS UNTIL ALL OBLIGATIONS HAVE BEEN PAID IN
FULL.
EACH CONFIRMATORY ASSIGNMENT SCHEDULE OR OTHER FORM OF ASSIGNMENT
HEREAFTER EXECUTED BY COMPANY SHALL BE DEEMED TO INCLUDE THE FOREGOING GRANT,
WHETHER OR NOT THE SAME APPEARS THEREIN.
(B)
COMPANY HEREBY (I) AUTHORIZES LAURUS TO FILE ANY FINANCING
STATEMENTS, CONTINUATION STATEMENTS OR AMENDMENTS THERETO THAT (X) INDICATE THE
COLLATERAL (1) AS ALL ASSETS OF COMPANY OTHER THAN THE PREMISES (OR ANY PORTION
OF COMPANY'S ASSETS OTHER THAN THE PREMISES) OR WORDS OF SIMILAR EFFECT,
REGARDLESS OF WHETHER ANY PARTICULAR ASSET COMPRISED IN THE COLLATERAL FALLS
WITHIN THE SCOPE OF ARTICLE 9 OF THE UCC OF SUCH JURISDICTION, OR (2) AS BEING
OF AN EQUAL OR LESSER SCOPE OR WITH GREATER DETAIL, AND (Y) CONTAIN ANY OTHER
INFORMATION REQUIRED BY PART 5 OF ARTICLE 9 OF THE UCC FOR THE SUFFICIENCY OR
FILING OFFICE ACCEPTANCE OF ANY FINANCING STATEMENT, CONTINUATION STATEMENT OR
AMENDMENT AND (II) RATIFIES ITS AUTHORIZATION FOR LAURUS TO HAVE FILED ANY
INITIAL FINANCIAL STATEMENTS, OR AMENDMENTS THERETO IF FILED PRIOR TO THE DATE
HEREOF.
COMPANY ACKNOWLEDGES THAT IT IS NOT AUTHORIZED TO FILE ANY FINANCING
STATEMENT OR AMENDMENT OR TERMINATION STATEMENT WITH RESPECT TO ANY FINANCING
STATEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF LAURUS AND AGREES THAT IT WILL
NOT DO SO WITHOUT THE PRIOR WRITTEN CONSENT OF LAURUS, SUBJECT TO COMPANY'S
RIGHTS UNDER SECTION 9-509(D)(2) OF THE UCC.
(C)
COMPANY HEREBY GRANTS TO LAURUS AN IRREVOCABLE, NON-EXCLUSIVE
LICENSE (EXERCISABLE UPON THE TERMINATION OF THIS AGREEMENT DUE TO AN OCCURRENCE
AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT WITHOUT PAYMENT OF ROYALTY OR
OTHER COMPENSATION TO COMPANY) TO USE, TRANSFER, LICENSE OR SUBLICENSE ANY
INTELLECTUAL PROPERTY NOW OWNED, LICENSED TO, OR HEREAFTER ACQUIRED BY COMPANY,
AND WHEREVER THE SAME MAY BE LOCATED, AND INCLUDING IN SUCH LICENSE ACCESS TO
ALL MEDIA IN WHICH ANY OF THE LICENSED ITEMS MAY BE