IN ANY AND ALL COLLATERAL.
ASSIGNMENT BY LAURUS.
LAURUS MAY ASSIGN ANY OR ALL OF THE OBLIGATIONS TOGETHER
WITH ANY OR ALL OF THE SECURITY THEREFOR TO ANY PERSON WHICH IS NOT A COMPETITOR
OF THE COMPANY AND ANY SUCH TRANSFEREE SHALL SUCCEED TO ALL OF LAURUS' RIGHTS
WITH RESPECT THERETO.
UPON SUCH TRANSFER, LAURUS SHALL BE RELEASED FROM ALL
RESPONSIBILITY FOR THE COLLATERAL TO THE EXTENT SAME IS ASSIGNED TO 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.
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.
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.
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