AND LAURUS SHALL HAVE THE REMEDIES OF A SECURED PARTY PROVIDED IN THE
CODE, THIS AGREEMENT AND OTHER APPLICABLE LAW.
UPON THE OCCURRENCE OF ANY
DEFAULT AND AT ANY TIME THEREAFTER, LAURUS WILL HAVE THE RIGHT TO TAKE
POSSESSION OF THE COLLATERAL AND TO MAINTAIN SUCH POSSESSION ON OUR PREMISES OR
TO REMOVE THE COLLATERAL OR ANY PART THEREOF TO SUCH OTHER PREMISES AS YOU MAY
DESIRE, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO CONTACT ACCOUNT DEBTORS
LIABLE IN RESPECT OF THE ACCOUNTS FOR THE PURPOSE OF ENGAGING IN COLLECTION
ACTIVITIES WITH RESPECT THERETO.
UPON LAURUS' REQUEST, THE COMPANY SHALL
ASSEMBLE THE COLLATERAL AND MAKE IT AVAILABLE TO LAURUS AT A PLACE DESIGNATED BY
LAURUS.
IF ANY NOTIFICATION OF INTENDED DISPOSITION OF ANY COLLATERAL IS
REQUIRED BY LAW, SUCH NOTIFICATION, IF MAILED, SHALL BE DEEMED PROPERLY AND
REASONABLY GIVEN IF MAILED AT LEAST TEN BUSINESS DAYS BEFORE SUCH DISPOSITION,
POSTAGE PREPAID, ADDRESSED TO US EITHER AT OUR ADDRESS SHOWN HEREIN OR AT ANY
ADDRESS APPEARING ON LAURUS' RECORDS FOR THE COMPANY.
ANY PROCEEDS OF ANY
DISPOSITION OF ANY OF THE COLLATERAL SHALL BE APPLIED BY LAURUS TO THE PAYMENT
OF ALL EXPENSES IN CONNECTION WITH THE SALE OF THE COLLATERAL, INCLUDING
REASONABLE ATTORNEYS' FEES AND OTHER LEGAL EXPENSES AND DISBURSEMENTS AND THE
REASONABLE EXPENSE OF RETAKING, HOLDING, PREPARING FOR SALE, SELLING, AND
2
THE LIKE, AND ANY BALANCE OF SUCH PROCEEDS MAY BE APPLIED BY LAURUS TOWARD THE
PAYMENT OF THE OBLIGATIONS IN SUCH ORDER OF APPLICATION AS LAURUS MAY ELECT, AND
THE COMPANY SHALL BE LIABLE FOR ANY DEFICIENCY.
8.
IF THE COMPANY DEFAULTS IN THE
PERFORMANCE OR FULFILLMENT OF ANY OF THE TERMS, CONDITIONS, PROMISES, COVENANTS,
PROVISIONS OR WARRANTIES ON OUR PART TO BE PERFORMED OR FULFILLED UNDER OR
PURSUANT TO THIS AGREEMENT, LAURUS MAY, AT ITS SOLE OPTION WITHOUT WAIVING ITS
RIGHT TO ENFORCE THIS AGREEMENT ACCORDING TO ITS TERMS, IMMEDIATELY OR AT ANY
TIME THEREAFTER AND WITHOUT NOTICE TO THE COMPANY, PERFORM OR FULFILL THE SAME
OR CAUSE THE PERFORMANCE OR FULFILLMENT OF THE SAME FOR THE COMPANY'S ACCOUNT
AND AT ITS SOLE COST AND EXPENSE, AND THE COST AND EXPENSE THEREOF (INCLUDING
REASONABLE ATTORNEYS' FEES) SHALL BE ADDED TO THE OBLIGATIONS AND SHALL BE
PAYABLE ON DEMAND WITH INTEREST THEREON AT THE HIGHEST RATE PERMITTED BY LAW.
9.
UPON THE OCCURRENCE OF AN EVENT OF
DEFAULT, THE COMPANY APPOINTS LAURUS, ANY OF ITS OFFICERS, EMPLOYEES OR ANY
OTHER PERSON OR ENTITY WHOM LAURUS MAY DESIGNATE AS THE COMPANY'S ATTORNEY, WITH
POWER TO EXECUTE SUCH DOCUMENTS IN ITS BEHALF AND TO SUPPLY ANY OMITTED
INFORMATION AND CORRECT PATENT ERRORS IN ANY DOCUMENTS EXECUTED BY THE COMPANY
OR ON ITS BEHALF; TO FILE FINANCING STATEMENTS AGAINST THE COMPANY COVERING THE
COLLATERAL; TO SIGN THE COMPANY'S NAME ON PUBLIC RECORDS; AND TO DO ALL OTHER
THINGS LAURUS DEEM NECESSARY TO CARRY OUT THIS AGREEMENT.
THE COMPANY HEREBY
RATIFIES AND APPROVES ALL ACTS OF THE ATTORNEY AND NEITHER LAURUS NOR THE
ATTORNEY WILL BE LIABLE FOR ANY ACTS OF