CURE OR GRACE PERIOD;
(N)
THE OCCURRENCE OF A CHANGE IN CONTROLLING OWNERSHIP OF THE COMPANY;
(O)
THE INDICTMENT OF COMPANY, ANY OFFICER OF COMPANY UNDER ANY CRIMINAL
STATUTE, OR COMMENCEMENT OF CRIMINAL OR CIVIL PROCEEDING AGAINST COMPANY OR ANY
OFFICER OF COMPANY PURSUANT TO WHICH STATUTE OR PROCEEDING PENALTIES OR REMEDIES
SOUGHT OR AVAILABLE INCLUDE FORFEITURE OF ANY OF THE PROPERTY OF COMPANY;
(P)
IF AN EVENT OF DEFAULT SHALL OCCUR UNDER AND AS DEFINED IN ANY NOTE; OR
(Q)
COMPANY SHALL BREACH ANY TERM OR PROVISION OF ANY ANCILLARY AGREEMENT
WHICH IS NOT CURED WITHIN ANY APPLICABLE CURE OR GRACE PERIOD;
19.
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 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, TRADENAMES, TRADESTYLES,
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
19
order Laurus elects) of all Obligations.
After the indefeasible payment and
satisfaction in full in cash of all