OF THE PREMISES
OF ANY COMPANY OR WHEREVER THE COLLATERAL SHALL BE LOCATED, WITH OR WITHOUT
FORCE OR PROCESS OF LAW, AND TO KEEP AND STORE THE SAME ON SAID PREMISES UNTIL
SOLD (AND IF SAID PREMISES BE THE PROPERTY OF ANY COMPANY, SUCH COMPANY AGREES
NOT TO CHARGE LAURUS FOR STORAGE THEREOF), AND THE RIGHT TO APPLY FOR THE
APPOINTMENT OF A RECEIVER FOR SUCH COMPANY'S PROPERTY.
FURTHER, LAURUS MAY, AT
ANY TIME OR TIMES AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, SELL AND DELIVER
ALL COLLATERAL HELD BY OR FOR LAURUS AT PUBLIC OR PRIVATE SALE FOR CASH, UPON
CREDIT OR OTHERWISE, AT SUCH PRICES AND UPON SUCH TERMS AS LAURUS, IN LAURUS'
SOLE DISCRETION, DEEMS ADVISABLE OR LAURUS MAY OTHERWISE RECOVER UPON THE
COLLATERAL IN ANY COMMERCIALLY REASONABLE MANNER AS LAURUS, IN ITS SOLE
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 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