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.
21.
WAIVERS.
TO THE FULL EXTENT PERMITTED BY
APPLICABLE LAW, EACH COMPANY HEREBY WAIVES (A) 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
34
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, AND HEREBY RATIFIES AND CONFIRMS WHATEVER LAURUS MAY
DO IN THIS REGARD; (B) ALL RIGHTS TO NOTICE AND A HEARING PRIOR TO LAURUS'
TAKING POSSESSION OR CONTROL OF, OR TO LAURUS' REPLEVY, ATTACHMENT OR LEVY UPON,
ANY COLLATERAL OR ANY BOND OR SECURITY THAT MIGHT BE REQUIRED BY ANY COURT PRIOR
TO ALLOWING LAURUS TO EXERCISE ANY OF ITS REMEDIES; AND (C) THE BENEFIT OF ALL
VALUATION, APPRAISAL AND EXEMPTION LAWS.
EACH COMPANY ACKNOWLEDGES THAT IT HAS
BEEN ADVISED BY COUNSEL OF ITS CHOICES AND DECISIONS WITH RESPECT TO THIS
AGREEMENT, THE ANCILLARY AGREEMENTS AND THE TRANSACTIONS EVIDENCED HEREBY AND
THEREBY.
22.
EXPENSES.
THE COMPANIES SHALL JOINTLY AND
SEVERALLY PAY ALL OF LAURUS' OUT-OF-POCKET COSTS AND EXPENSES, INCLUDING
REASONABLE FEES AND DISBURSEMENTS OF IN-HOUSE OR OUTSIDE COUNSEL AND APPRAISERS,
IN CONNECTION WITH THE PREPARATION, EXECUTION AND DELIVERY OF THIS AGREEMENT AND
THE ANCILLARY AGREEMENTS, AND IN CONNECTION WITH THE PROSECUTION OR DEFENSE OF
ANY ACTION, CONTEST, DISPUTE, SUIT OR PROCEEDING CONCERNING ANY MATTER IN ANY
WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH THIS AGREEMENT OR ANY ANCILLARY
AGREEMENT.
THE COMPANIES SHALL ALSO JOINTLY AND SEVERALLY PAY ALL OF LAURUS'
REASONABLE FEES, CHARGES, OUT-OF-POCKET COSTS AND EXPENSES, INCLUDING FEES AND
DISBURSEMENTS OF COUNSEL AND APPRAISERS, IN CONNECTION WITH (A) THE PREPARATION,
EXECUTION AND DELIVERY OF ANY WAIVER, ANY AMENDMENT THERETO OR CONSENT PROPOSED
OR EXECUTED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
OR THE ANCILLARY AGREEMENTS, (B) LAURUS' OBTAINING