THERETO.
UPON SUCH TRANSFER AND
ASSUMPTION IN FULL BY TRANSFEREE OF ALL OF LAURUS' RESPONSIBILITIES HEREUNDER,
LAURUS SHALL BE RELEASED FROM ALL RESPONSIBILITY FOR THE COLLATERAL TO THE
EXTENT SAME IS ASSIGNED TO AND ASSUMED BY ANY TRANSFEREE.
LAURUS MAY FROM TIME
TO TIME SELL OR OTHERWISE GRANT PARTICIPATIONS IN ANY OF THE OBLIGATIONS AND THE
HOLDER OF ANY SUCH PARTICIPATION SHALL, SUBJECT TO THE TERMS OF ANY AGREEMENT
BETWEEN LAURUS AND SUCH HOLDER, BE ENTITLED TO THE SAME BENEFITS AS LAURUS WITH
RESPECT TO ANY SECURITY FOR THE OBLIGATIONS IN WHICH SUCH HOLDER IS A
PARTICIPANT.
COMPANY AGREES THAT EACH SUCH HOLDER MAY EXERCISE ANY AND ALL
RIGHTS OF BANKER'S LIEN, SET-OFF AND COUNTERCLAIM WITH RESPECT TO ITS
PARTICIPATION IN THE OBLIGATIONS AS FULLY AS THOUGH COMPANY WERE DIRECTLY
INDEBTED TO SUCH HOLDER IN THE AMOUNT OF SUCH PARTICIPATION.
24.
NO WAIVER; CUMULATIVE REMEDIES.
FAILURE BY LAURUS TO EXERCISE ANY RIGHT,
REMEDY OR OPTION UNDER THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY SUPPLEMENT
HERETO OR THERETO OR ANY OTHER AGREEMENT BETWEEN COMPANY AND LAURUS OR DELAY BY
LAURUS IN EXERCISING THE SAME, WILL NOT OPERATE AS A WAIVER; NO WAIVER BY LAURUS
WILL BE EFFECTIVE UNLESS IT IS IN WRITING AND THEN ONLY TO THE EXTENT
SPECIFICALLY STATED.
LAURUS' RIGHTS AND REMEDIES UNDER THIS AGREEMENT AND THE
ANCILLARY AGREEMENTS WILL BE CUMULATIVE AND NOT EXCLUSIVE OF ANY OTHER RIGHT OR
REMEDY WHICH LAURUS MAY HAVE.
21
25.
APPLICATION OF PAYMENTS.
COMPANY IRREVOCABLY WAIVES THE RIGHT TO DIRECT
THE APPLICATION OF ANY AND ALL PAYMENTS AT ANY TIME OR TIMES HEREAFTER RECEIVED
BY LAURUS FROM OR ON COMPANY'S BEHALF AND COMPANY HEREBY IRREVOCABLY AGREES THAT
LAURUS SHALL HAVE THE CONTINUING EXCLUSIVE RIGHT TO APPLY AND REAPPLY ANY AND
ALL PAYMENTS RECEIVED AT ANY TIME OR TIMES HEREAFTER AGAINST THE OBLIGATIONS
HEREUNDER IN SUCH MANNER AS LAURUS MAY DEEM ADVISABLE NOTWITHSTANDING ANY ENTRY
BY LAURUS UPON ANY OF LAURUS' BOOKS AND RECORDS.
26.
INDEMNITY.
COMPANY AGREES TO INDEMNIFY AND HOLD LAURUS, AND ITS
RESPECTIVE AFFILIATES, EMPLOYEES, ATTORNEYS AND AGENTS (EACH, AN "INDEMNIFIED
PERSON"), HARMLESS FROM AND AGAINST ANY AND ALL SUITS, ACTIONS, PROCEEDINGS,
CLAIMS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES OF ANY KIND OR NATURE
WHATSOEVER (INCLUDING ATTORNEYS' FEES AND DISBURSEMENTS AND OTHER COSTS OF
INVESTIGATION OR DEFENSE, INCLUDING THOSE INCURRED UPON ANY APPEAL) WHICH MAY BE
INSTITUTED OR ASSERTED AGAINST OR INCURRED BY ANY SUCH INDEMNIFIED PERSON AS THE
RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS
AGREEMENT OR ANY OF THE ANCILLARY AGREEMENTS OR WITH RESPECT TO THE EXECUTION,
DELIVERY, ENFORCEMENT, PERFORMANCE AND ADMINISTRATION OF, OR IN ANY OTHER WAY
ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR ANY
OTHER DOCUMENTS OR TRANSACTIONS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN
AND ANY ACTIONS OR FAILURES TO ACT WITH RESPECT TO ANY OF THE FOREGOING, EXCEPT
TO THE EXTENT THAT ANY SUCH INDEMNIFIED LIABILITY IS FINALLY DETERMINED BY A
COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PERSON'S
GROSS NEGLIGENCE