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 AT COMPANY'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 COMPANY'S TRADEMARKS, TRADE NAMES, TRADE STYLES,
PATENTS, PATENT APPLICATIONS, LICENSES, FRANCHISES AND OTHER PROPRIETARY
RIGHTS.
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 IN CASH 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 OR ITS REPRESENTATIVES OR TO WHOSOEVER
MAY BE LAWFULLY ENTITLED TO RECEIVE THE SAME, OR AS A COURT OF COMPETENT
JURISDICTION MAY DIRECT.
COMPANY SHALL REMAIN LIABLE TO LAURUS FOR ANY
DEFICIENCY.
IN ADDITION, COMPANY SHALL 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 18(I) OR 18(J), OR (Y) THE CESSATION OF 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..
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 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.
WAIVERS.
TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, COMPANY 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 ANY OTHER NOTES, COMMERCIAL PAPER, ACCOUNTS,
CONTRACTS, DOCUMENTS, INSTRUMENTS, CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD
BY LAURUS ON WHICH COMPANY MAY IN ANY WAY BE LIABLE, AND HEREBY RATIFIES AND
CONFIRMS WHATEVER LAURUS