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 ANY COMPANY OR ANY OF ITS
SUBSIDIARIES AS COLLATERAL FOR, OR ANY OTHER PERSON AS SECURITY FOR, THE
OBLIGATIONS HEREUNDER AND (E) ANY CONSULTATIONS IN CONNECTION WITH ANY OF THE
FOREGOING.
THE COMPANIES SHALL ALSO JOINTLY AND SEVERALLY PAY LAURUS' CUSTOMARY
BANK CHARGES FOR ALL BANK SERVICES (INCLUDING WIRE TRANSFERS) PERFORMED OR
CAUSED TO BE PERFORMED BY LAURUS FOR ANY COMPANY OR ANY OF ITS SUBSIDIARIES AT
ANY COMPANY'S OR SUCH SUBSIDIARY'S REQUEST OR IN CONNECTION WITH ANY COMPANY'S
LOAN ACCOUNT WITH LAURUS.
ALL SUCH COSTS AND EXPENSES TOGETHER WITH ALL FILING,
RECORDING AND SEARCH FEES, TAXES AND INTEREST PAYABLE BY THE COMPANIES 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 ANY COMPANY AND/OR ANY SUBSIDIARY THEREOF, ON THE ONE HAND,
AND LAURUS ON THE OTHER HAND, WHICH LAURUS IS OR MAY BE REQUIRED TO WITHHOLD OR
PAY, THE COMPANIES HEREBY JOINTLY AND SEVERALLY INDEMNIFIES AND HOLDS LAURUS
HARMLESS IN RESPECT OF SUCH TAXES, AND THE COMPANIES WILL REPAY TO
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LAURUS THE AMOUNT OF ANY SUCH TAXES WHICH SHALL BE CHARGED TO THE COMPANIES'
ACCOUNT; AND UNTIL THE COMPANIES 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 EACH COMPANY'S CREDIT AND LAURUS SHALL RETAIN ITS LIENS IN ANY AND
ALL COLLATERAL.
23.
ASSIGNMENT BY LAURUS.
LAURUS MAY ASSIGN ANY OR ALL OF THE
OBLIGATIONS TOGETHER WITH ANY OR ALL OF THE SECURITY THEREFOR TO ANY PERSON AND
ANY SUCH TRANSFEREE SHALL SUCCEED TO ALL OF LAURUS' RIGHTS WITH RESPECT THERETO;
PROVIDED THAT LAURUS SHALL NOT BE PERMITTED TO EFFECT ANY SUCH ASSIGNMENT TO A
COMPETITOR OF ANY COMPANY UNLESS AND EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING.
UPON SUCH ASSIGNMENT, 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.
EACH 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 SUCH 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