AND AT THEIR REQUEST.
LAURUS SHALL NOT INCUR ANY
LIABILITY TO ANY COMPANY AS A RESULT OF THE HANDLING OF THIS CREDIT FACILITY AS
A CO-BORROWING FACILITY.
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 A
CO-BORROWING FACILITY, 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 (EXCEPT TO THE EXTENT REQUIRED BY THE PROVISIONS OF THIS
AGREEMENT), 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 AGREES NOT TO EXERCISE 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 COMPANY'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) THE
COMPANIES HAVE ONE OR MORE COMMON SHAREHOLDERS AND MAY HAVE ONE OR MORE
DIRECTORS AND OFFICERS, (II) THE BUSINESSES AND CORPORATE ACTIVITIES OF THE
COMPANIES ARE CLOSELY RELATED TO, AND SUBSTANTIALLY BENEFIT, THE BUSINESS AND
CORPORATE ACTIVITIES OF THE COMPANIES, (III) THE FINANCIAL AND OTHER OPERATIONS
OF THE COMPANIES ARE PERFORMED ON A COMBINED BASIS AS IF COMPANIES CONSTITUTED A
CONSOLIDATED CORPORATE GROUP, (IV) THE COMPANIES WILL RECEIVE A SUBSTANTIAL
ECONOMIC BENEFIT FROM ENTERING INTO THIS AGREEMENT AND WILL RECEIVE A
SUBSTANTIAL ECONOMIC BENEFIT FROM THE APPLICATION OF EACH LOAN HEREUNDER, IN
EACH CASE, WHETHER OR NOT SUCH AMOUNT IS USED DIRECTLY BY ANY COMPANY AND
(V) ALL REQUESTS FOR LOANS HEREUNDER BY THE COMPANY AGENT ARE FOR THE EXCLUSIVE
AND INDIVISIBLE BENEFIT OF THE COMPANIES AS THOUGH, FOR PURPOSES OF THIS
AGREEMENT, THE COMPANIES CONSTITUTED A SINGLE ENTITY.
29.
NOTICES.
ANY NOTICE OR REQUEST HEREUNDER