ASIDE AND/OR REQUIRED TO BE REPAID TO A TRUSTEE,
RECEIVER OR ANY OTHER PARTY UNDER ANY BANKRUPTCY ACT, STATE OR FEDERAL LAW,
COMMON LAW OR EQUITABLE CAUSE, THEN, TO THE EXTENT OF SUCH PAYMENT OR REPAYMENT,
THE OBLIGATION OR PART THEREOF INTENDED TO BE SATISFIED SHALL BE REVIVED AND
CONTINUED IN FULL FORCE AND EFFECT AS IF SAID PAYMENT HAD NOT BEEN MADE.
28.
BORROWING AGENCY PROVISIONS.
(A)
EACH COMPANY HEREBY IRREVOCABLY DESIGNATES
COMPANY AGENT TO BE ITS ATTORNEY AND AGENT AND IN SUCH CAPACITY TO BORROW, SIGN
AND ENDORSE NOTES, AND EXECUTE AND DELIVER ALL INSTRUMENTS, DOCUMENTS, WRITINGS
AND FURTHER ASSURANCES NOW OR HEREAFTER REQUIRED HEREUNDER, ON BEHALF OF SUCH
COMPANY, AND HEREBY AUTHORIZES LAURUS TO PAY OVER OR CREDIT ALL LOAN PROCEEDS
HEREUNDER IN ACCORDANCE WITH THE REQUEST OF COMPANY AGENT.
(B)
THE HANDLING OF THIS CREDIT FACILITY AS A
CO-BORROWING FACILITY WITH A BORROWING AGENT IN THE MANNER SET FORTH IN THIS
AGREEMENT IS SOLELY AS AN ACCOMMODATION TO THE COMPANIES AND AT THEIR REQUEST.
LAURUS SHALL NOT INCUR ANY LIABILITY TO ANY COMPANY AS A RESULT THEREOF.
TO
INDUCE LAURUS TO DO SO AND IN CONSIDERATION THEREOF, EACH COMPANY HEREBY
INDEMNIFIES LAURUS AND HOLDS LAURUS HARMLESS FROM AND AGAINST ANY AND ALL
LIABILITIES, EXPENSES, LOSSES, DAMAGES AND CLAIMS OF DAMAGE OR INJURY ASSERTED
AGAINST LAURUS BY ANY PERSON ARISING FROM OR INCURRED BY REASON OF THE HANDLING
OF THE FINANCING ARRANGEMENTS OF THE COMPANIES AS PROVIDED HEREIN, RELIANCE BY
LAURUS ON ANY REQUEST OR INSTRUCTION FROM COMPANY AGENT OR ANY OTHER ACTION
TAKEN BY LAURUS WITH RESPECT TO THIS PARAGRAPH 28.
(C)
ALL OBLIGATIONS SHALL BE JOINT AND SEVERAL,
AND THE COMPANIES SHALL MAKE PAYMENT UPON THE MATURITY OF THE OBLIGATIONS BY
ACCELERATION OR OTHERWISE, AND SUCH OBLIGATION AND LIABILITY ON THE PART OF THE
COMPANIES SHALL IN NO WAY BE AFFECTED BY ANY EXTENSIONS, RENEWALS AND
FORBEARANCE GRANTED BY LAURUS TO ANY COMPANY, FAILURE OF LAURUS TO GIVE ANY
COMPANY NOTICE OF BORROWING OR ANY OTHER NOTICE, ANY FAILURE OF LAURUS TO PURSUE
TO PRESERVE ITS RIGHTS AGAINST ANY COMPANY, THE RELEASE BY LAURUS OF ANY
COLLATERAL NOW OR THEREAFTER ACQUIRED FROM ANY COMPANY, AND SUCH AGREEMENT BY
ANY COMPANY TO PAY UPON ANY NOTICE ISSUED PURSUANT THERETO IS UNCONDITIONAL AND
UNAFFECTED BY PRIOR RECOURSE BY LAURUS TO ANY COMPANY OR ANY COLLATERAL FOR SUCH
COMPANY'S OBLIGATIONS OR THE LACK THEREOF.
(D)
EACH COMPANY EXPRESSLY WAIVES ANY AND ALL
RIGHTS OF SUBROGATION, REIMBURSEMENT, INDEMNITY, EXONERATION, CONTRIBUTION OR
ANY OTHER CLAIM WHICH SUCH COMPANY MAY NOW OR HEREAFTER HAVE AGAINST THE OTHER
OR OTHER PERSON DIRECTLY OR CONTINGENTLY LIABLE FOR THE OBLIGATIONS, OR AGAINST
OR WITH RESPECT TO ANY OTHER'S PROPERTY (INCLUDING, WITHOUT LIMITATION, ANY
PROPERTY WHICH IS COLLATERAL FOR THE OBLIGATIONS), ARISING FROM THE EXISTENCE OR
PERFORMANCE OF THIS AGREEMENT, UNTIL ALL OBLIGATIONS HAVE BEEN INDEFEASIBLY PAID
IN FULL AND THIS AGREEMENT HAS BEEN IRREVOCABLY TERMINATED.
(E)
EACH COMPANY REPRESENTS AND WARRANTS TO
LAURUS THAT (I) COMPANIES HAVE ONE OR MORE COMMON SHAREHOLDERS, DIRECTORS AND