TO OCCUR ANY SALE, ASSIGNMENT, TRANSFER OR CONVEYANCE OF ANY ASSETS OF
COMPANY OR ANY INTEREST THEREIN, EXCEPT AS PERMITTED HEREIN;
THE OCCURRENCE OF A CHANGE IN THE CONTROLLING OWNERSHIP OF THE COMPANY;
A DEFAULT BY COMPANY IN THE PAYMENT, WHEN DUE, OF ANY PRINCIPAL OF OR INTEREST
ON ANY OTHER INDEBTEDNESS FOR MONEY BORROWED IN AN AMOUNT GREATER THAN $25,000,
WHICH IS NOT CURED WITHIN ANY APPLICABLE CURE OR GRACE PERIOD;
THE INDICTMENT OR THREATENED INDICTMENT OF COMPANY OR ANY EXECUTIVE OFFICER OF
COMPANY UNDER ANY CRIMINAL STATUTE, OR COMMENCEMENT OR THREATENED COMMENCEMENT
OF CRIMINAL OR CIVIL PROCEEDING AGAINST COMPANY OR ANY EXECUTIVE OFFICER OF
COMPANY PURSUANT TO WHICH STATUTE OR PROCEEDING PENALTIES OR REMEDIES SOUGHT OR
AVAILABLE INCLUDE FORFEITURE OF ANY OF THE PROPERTY OF COMPANY;
IF AN EVENT OF DEFAULT SHALL OCCUR UNDER AND AS DEFINED IN ANY NOTE;
10Z-14
ANY GUARANTOR SHALL BREACH ANY TERM OR PROVISION OF ANY ANCILLARY AGREEMENT
WHICH IS NOT CURED WITHIN ANY APPLICABLE CURE OR GRACE PERIOD;
IF ANY GUARANTOR ATTEMPTS TO TERMINATE, CHALLENGES THE VALIDITY OF, OR ITS
LIABILITY UNDER ANY GUARANTY OR ANY GUARANTOR SECURITY AGREEMENT; OR
SHOULD ANY GUARANTOR DEFAULT IN ITS OBLIGATIONS UNDER ANY GUARANTY OR ANY
GUARANTOR SECURITY AGREEMENT OR IF ANY PROCEEDING SHALL BE BROUGHT TO CHALLENGE
THE VALIDITY, BINDING EFFECT OF ANY GUARANTY OR ANY GUARANTOR SECURITY AGREEMENT
OR SHOULD ANY GUARANTOR BREACH ANY REPRESENTATION, WARRANTY OR COVENANT
CONTAINED IN ANY GUARANTY AGREEMENT OR ANY GUARANTOR SECURITY AGREEMENT OR
SHOULD ANY GUARANTY OR GUARANTOR SECURITY AGREEMENT CEASE TO BE A VALID, BINDING
AND ENFORCEABLE OBLIGATION.
REMEDIES. FOLLOWING THE OCCURRENCE OF AN EVENT OF DEFAULT, LAURUS SHALL HAVE THE
RIGHT TO DEMAND REPAYMENT IN FULL OF ALL OBLIGATIONS, WHETHER OR NOT OTHERWISE
DUE.
UNTIL ALL OBLIGATIONS HAVE BEEN FULLY SATISFIED, LAURUS SHALL RETAIN ITS
LIEN IN ALL COLLATERAL.
LAURUS SHALL HAVE, IN ADDITION TO ALL OTHER RIGHTS
PROVIDED HEREIN AND IN EACH ANCILLARY AGREEMENT, THE RIGHTS AND REMEDIES OF A
SECURED PARTY UNDER THE UCC, AND UNDER OTHER APPLICABLE LAW, ALL OTHER LEGAL AND
EQUITABLE RIGHTS TO WHICH LAURUS MAY BE ENTITLED, INCLUDING THE RIGHT TO TAKE
IMMEDIATE POSSESSION OF THE COLLATERAL, TO REQUIRE COMPANY TO ASSEMBLE THE
COLLATERAL, AT COMPANY'S EXPENSE, AND TO MAKE IT AVAILABLE TO LAURUS AT A PLACE
DESIGNATED BY LAURUS WHICH IS REASONABLY CONVENIENT TO BOTH PARTIES AND TO ENTER
ANY OF THE PREMISES OF 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 COMPANY, COMPANY
AGREES NOT TO CHARGE LAURUS FOR STORAGE THEREOF), AND THE RIGHT TO APPLY FOR THE
APPOINTMENT OF A RECEIVER FOR 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