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.
37
(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 OFFICERS, (II) THE
BUSINESSES AND CORPORATE ACTIVITIES OF COMPANIES ARE CLOSELY RELATED TO, AND
SUBSTANTIALLY BENEFIT, THE BUSINESS AND CORPORATE ACTIVITIES OF COMPANIES, (III)
THE