DISCRETION, DEEMS ADVISABLE.
THE REQUIREMENT OF REASONABLE NOTICE SHALL BE MET
IF SUCH NOTICE IS MAILED POSTAGE PREPAID TO COMPANY AGENT AT COMPANY AGENT'S
ADDRESS AS SHOWN IN LAURUS' RECORDS, AT LEAST TEN (10) DAYS BEFORE THE TIME OF
THE EVENT OF WHICH NOTICE IS BEING GIVEN.
LAURUS MAY BE THE PURCHASER AT ANY
SALE, IF IT IS PUBLIC.
IN CONNECTION WITH THE EXERCISE OF THE FOREGOING
REMEDIES, LAURUS IS GRANTED PERMISSION TO USE ALL OF EACH COMPANY'S INTELLECTUAL
PROPERTY.
THE PROCEEDS OF SALE SHALL BE APPLIED FIRST TO ALL COSTS AND EXPENSES
OF SALE, INCLUDING
36
ATTORNEYS' FEES, AND SECOND TO THE PAYMENT (IN WHATEVER ORDER LAURUS ELECTS) OF
ALL OBLIGATIONS.
AFTER THE INDEFEASIBLE PAYMENT AND SATISFACTION IN FULL OF ALL
OF THE OBLIGATIONS, AND AFTER THE PAYMENT BY LAURUS OF ANY OTHER AMOUNT REQUIRED
BY ANY PROVISION OF LAW, INCLUDING SECTION 9-608(A)(1) OF THE UCC (BUT ONLY
AFTER LAURUS HAS RECEIVED WHAT LAURUS CONSIDERS REASONABLE PROOF OF A
SUBORDINATE PARTY'S SECURITY INTEREST), THE SURPLUS, IF ANY, SHALL BE PAID TO
COMPANY AGENT (FOR THE BENEFIT OF THE APPLICABLE COMPANIES) OR ITS
REPRESENTATIVES OR TO WHOSOEVER MAY BE LAWFULLY ENTITLED TO RECEIVE THE SAME, OR
AS A COURT OF COMPETENT JURISDICTION MAY DIRECT.
THE COMPANIES SHALL REMAIN
JOINTLY AND SEVERALLY LIABLE TO LAURUS FOR ANY DEFICIENCY.
IN ADDITION, THE
COMPANIES SHALL JOINTLY AND SEVERALLY PAY LAURUS A LIQUIDATION FEE ("LIQUIDATION
FEE") IN THE AMOUNT OF FIVE PERCENT (5%) OF THE ACTUAL AMOUNT COLLECTED IN
RESPECT OF EACH ACCOUNT OUTSTANDING AT ANY TIME DURING A LIQUIDATION PERIOD".
FOR PURPOSES HEREOF, "LIQUIDATION PERIOD" MEANS A PERIOD:
(I) BEGINNING ON THE
EARLIEST DATE OF (X) AN EVENT REFERRED TO IN SECTION 19(I) OR 19(J), OR (Y) THE
CESSATION OF ANY COMPANY'S BUSINESS; AND (II) ENDING ON THE DATE ON WHICH LAURUS
HAS ACTUALLY RECEIVED ALL OBLIGATIONS DUE AND OWING IT UNDER THIS AGREEMENT AND
THE ANCILLARY AGREEMENTS.
THE LIQUIDATION FEE SHALL BE PAID ON THE DATE ON
WHICH LAURUS COLLECTS THE APPLICABLE ACCOUNT BY DEDUCTION FROM THE PROCEEDS
THEREOF.
EACH COMPANY AND LAURUS ACKNOWLEDGE THAT THE ACTUAL DAMAGES THAT WOULD
BE INCURRED BY LAURUS AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT WOULD BE
DIFFICULT TO QUANTIFY AND THAT SUCH COMPANY AND LAURUS HAVE AGREED THAT THE FEES
AND OBLIGATIONS SET FORTH IN THIS SECTION AND IN THIS AGREEMENT WOULD CONSTITUTE
FAIR AND APPROPRIATE LIQUIDATED DAMAGES IN THE EVENT OF ANY SUCH TERMINATION.
21.
WAIVERS.
TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, EACH
COMPANY HEREBY WAIVES (A), EXCEPT TO THE EXTENT REQUIRED BY THE EXPRESS
PROVISIONS OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT PRESENTMENT, DEMAND AND
PROTEST, AND NOTICE OF PRESENTMENT, DISHONOR, INTENT TO ACCELERATE,
ACCELERATION, PROTEST, DEFAULT, NONPAYMENT, MATURITY, RELEASE, COMPROMISE,
SETTLEMENT, EXTENSION OR RENEWAL OF ANY OR ALL OF THIS AGREEMENT AND THE
ANCILLARY AGREEMENTS OR ANY OTHER NOTES, COMMERCIAL PAPER, ACCOUNTS, CONTRACTS,
DOCUMENTS, INSTRUMENTS, CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY LAURUS
ON WHICH SUCH COMPANY MAY IN ANY WAY BE LIABLE; (B) ALL RIGHTS