MAY DO IN THIS REGARD; (B) ALL RIGHTS TO NOTICE AND A
HEARING PRIOR TO LAURUS' TAKING POSSESSION OR CONTROL OF, OR TO LAURUS' REPLEVY,
ATTACHMENT OR LEVY UPON, ANY COLLATERAL OR ANY BOND OR SECURITY THAT MIGHT BE
REQUIRED BY ANY COURT PRIOR TO ALLOWING LAURUS TO EXERCISE ANY OF ITS REMEDIES;
AND (C) THE BENEFIT OF ALL VALUATION, APPRAISAL AND EXEMPTION LAWS.
COMPANY
ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY COUNSEL OF ITS CHOICES AND DECISIONS
WITH RESPECT TO THIS AGREEMENT, THE ANCILLARY AGREEMENTS AND THE TRANSACTIONS
EVIDENCED HEREBY AND THEREBY.
10Z-15
EXPENSES.
COMPANY SHALL PAY ALL OF LAURUS' REASONABLE OUT-OF-POCKET COSTS AND
EXPENSES, INCLUDING REASONABLE FEES AND DISBURSEMENTS OF IN-HOUSE OR OUTSIDE
COUNSEL AND APPRAISERS, IN CONNECTION WITH THE PREPARATION, EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE ANCILLARY AGREEMENTS, AND IN CONNECTION WITH
THE PROSECUTION OR DEFENSE OF ANY ACTION, CONTEST, DISPUTE, SUIT OR PROCEEDING
CONCERNING ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH
THIS AGREEMENT OR ANY ANCILLARY AGREEMENT.
COMPANY SHALL ALSO PAY ALL OF
LAURUS' REASONABLE FEES, CHARGES, OUT-OF-POCKET COSTS AND EXPENSES, INCLUDING
FEES AND DISBURSEMENTS OF COUNSEL AND APPRAISERS, IN CONNECTION WITH (A) THE
PREPARATION, EXECUTION AND DELIVERY OF ANY WAIVER, ANY AMENDMENT THERETO OR
CONSENT PROPOSED OR EXECUTED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, (B) LAURUS' OBTAINING PERFORMANCE OF
THE OBLIGATIONS UNDER THIS AGREEMENT AND ANY ANCILLARY AGREEMENTS, INCLUDING,
BUT NOT LIMITED TO, THE ENFORCEMENT OR DEFENSE OF LAURUS' SECURITY INTERESTS,
ASSIGNMENTS OF RIGHTS AND LIENS HEREUNDER AS VALID PERFECTED SECURITY INTERESTS,
(C) ANY ATTEMPT TO INSPECT, VERIFY, PROTECT, COLLECT, SELL, LIQUIDATE OR
OTHERWISE DISPOSE OF ANY COLLATERAL, (D) ANY APPRAISALS OR RE-APPRAISALS OF ANY
PROPERTY (REAL OR PERSONAL) PLEDGED TO LAURUS BY COMPANY AS COLLATERAL FOR, OR
ANY OTHER PERSON AS SECURITY FOR, COMPANY'S OBLIGATIONS HEREUNDER AND (E) ANY
CONSULTATIONS IN CONNECTION WITH ANY OF THE FOREGOING.
COMPANY SHALL ALSO PAY
LAURUS' CUSTOMARY BANK CHARGES FOR ALL BANK SERVICES (INCLUDING WIRE TRANSFERS)
PERFORMED OR CAUSED TO BE PERFORMED BY LAURUS FOR COMPANY AT COMPANY'S REQUEST
OR IN CONNECTION WITH COMPANY'S LOAN ACCOUNT WITH LAURUS.
ALL SUCH COSTS AND
EXPENSES TOGETHER WITH ALL FILING, RECORDING AND SEARCH FEES, TAXES AND INTEREST
PAYABLE BY COMPANY TO LAURUS SHALL BE PAYABLE ON DEMAND AND SHALL BE SECURED BY
THE COLLATERAL.
IF ANY TAX BY ANY GOVERNMENTAL AUTHORITY IS OR MAY BE IMPOSED
ON OR AS A RESULT OF ANY TRANSACTION BETWEEN COMPANY AND LAURUS WHICH LAURUS IS
OR MAY BE REQUIRED TO WITHHOLD OR PAY, COMPANY AGREES TO INDEMNIFY AND HOLD
LAURUS HARMLESS IN RESPECT OF SUCH TAXES, AND COMPANY WILL REPAY TO LAURUS THE
AMOUNT OF ANY SUCH TAXES WHICH SHALL BE CHARGED TO COMPANY'S ACCOUNT; AND UNTIL
COMPANY SHALL FURNISH LAURUS WITH INDEMNITY THEREFOR (OR SUPPLY LAURUS WITH
EVIDENCE SATISFACTORY TO IT THAT DUE PROVISION FOR THE PAYMENT THEREOF HAS BEEN
MADE), LAURUS MAY HOLD WITHOUT INTEREST ANY BALANCE STANDING TO COMPANY'S CREDIT
AND LAURUS SHALL RETAIN ITS LIENS