A 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 THE COMPANY, THE COMPANY AGREES NOT TO
CHARGE LAURUS FOR STORAGE THEREOF), AND THE RIGHT TO APPLY FOR THE APPOINTMENT
OF A RECEIVER FOR THE COMPANY'S PROPERTY.
FURTHER, LAURUS MAY, AT ANY TIME OR
TIMES AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT CONTINUING BEYOND ANY
APPLICABLE GRACE PERIOD, SELL AND DELIVER ALL COLLATERAL HELD BY OR FOR LAURUS
AT PUBLIC OR PRIVATE SALE, IN A COMMERCIALLY REASONABLE MANNER (AS THIS TERM IS
DEFINED IN THE UCC), FOR CASH, AT COMMERCIALLY REASONABLE PRICES 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 THE COMPANY AT
THE COMPANY'S ADDRESS AS SHOWN IN LAURUS' RECORDS, AT LEAST TEN (10) DAYS BEFORE
THE TIME OF THE EVENT OF WHICH PUBLIC NOTICE IS BEING GIVEN.
LAURUS MAY BE THE
PURCHASER AT ANY SALE, IF IT IS A PUBLIC SALE IN A COMMERCIALLY REASONABLE
MANNER AND IN ACCORDANCE WITH THE UCC.
THE PROCEEDS OF SALE SHALL BE APPLIED
FIRST TO ALL REASONABLE COSTS AND EXPENSES OF THE SALE, INCLUDING REASONABLE
ATTORNEYS' FEES, AND SECOND TO THE PAYMENT (IN WHATEVER ORDER LAURUS ELECTS) OF
ALL UNDISPUTED OBLIGATIONS.
AFTER THE INDEFEASIBLE PAYMENT AND SATISFACTION IN
FULL IN CASH OF ALL OF THE UNDISPUTED OBLIGATIONS, AND AFTER THE PAYMENT BY
LAURUS OF ANY OTHER AMOUNT REQUIRED BY ANY PROVISION OF LAW, INCLUDING SECTION
608(A)(1) OF THE CODE (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 THE COMPANY OR ITS REPRESENTATIVES OR TO WHOSOEVER MAY BE
LAWFULLY ENTITLED TO RECEIVE THE SAME, OR AS A COURT OF COMPETENT JURISDICTION
MAY DIRECT.
THE COMPANY SHALL REMAIN LIABLE TO LAURUS FOR ANY DEFICIENCY.
IN
ADDITION, EXCEPT IF LAURUS IS THE PURCHASER, THE COMPANY SHALL PAY LAURUS A
LIQUIDATION FEE ("LIQUIDATION FEE") IN THE AMOUNT OF TWO PERCENT (2%) OF THE
FACE AMOUNT 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 17(I) OR
17(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 EARLIER TO OCCUR OF:
(I) THE DATE ON WHICH LAURUS COLLECTS THE
APPLICABLE ACCOUNT; AND (II) THE 90TH DAY FROM THE INVOICE OF SUCH ACCOUNT BY
DEDUCTION FROM ANY AMOUNT OTHERWISE DUE FROM LAURUS TO THE COMPANY DIRECTLY, AT
THE OPTION OF LAURUS.
THE COMPANY AND LAURUS ACKNOWLEDGE THAT THE ACTUAL