INCIDENTAL TO, THE
CUSTODY, CARE, TRANSFER, ADMINISTRATION OF THE COLLATERAL OR ANY OTHER
COLLATERAL, OR IN ANY WAY RELATING TO THE ENFORCEMENT, PROTECTION OR
PRESERVATION OF THE RIGHTS OR REMEDIES OF THE PLEDGEE UNDER THIS AGREEMENT OR
WITH RESPECT TO ANY OF THE OBLIGATIONS.
14.
THE PLEDGEE APPOINTED ATTORNEY-IN-FACT AND PERFORMANCE BY THE
PLEDGEE.
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, EACH PLEDGOR HEREBY
IRREVOCABLY CONSTITUTES AND APPOINTS THE PLEDGEE AS SUCH PLEDGOR'S TRUE AND
LAWFUL ATTORNEY-IN-FACT, WITH FULL POWER OF SUBSTITUTION, TO EXECUTE,
ACKNOWLEDGE AND DELIVER ANY INSTRUMENTS AND TO DO IN SUCH PLEDGOR'S NAME, PLACE
AND STEAD, ALL SUCH ACTS, THINGS AND DEEDS FOR AND ON BEHALF OF AND IN THE NAME
OF SUCH PLEDGOR, WHICH SUCH PLEDGOR COULD OR MIGHT DO OR WHICH THE PLEDGEE MAY
DEEM NECESSARY, DESIRABLE OR CONVENIENT TO ACCOMPLISH THE PURPOSES OF THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, TO EXECUTE SUCH INSTRUMENTS OF
ASSIGNMENT OR TRANSFER OR ORDERS AND TO REGISTER, CONVEY OR OTHERWISE TRANSFER
TITLE TO THE COLLATERAL INTO THE PLEDGEE'S NAME.
EACH PLEDGOR HEREBY RATIFIES
AND CONFIRMS
7
ALL THAT SAID ATTORNEY-IN-FACT MAY SO DO AND HEREBY DECLARES THIS POWER OF
ATTORNEY TO BE COUPLED WITH AN INTEREST AND IRREVOCABLE.
IF ANY PLEDGOR FAILS
TO PERFORM ANY AGREEMENT HEREIN CONTAINED, THE PLEDGEE MAY ITSELF PERFORM OR
CAUSE PERFORMANCE THEREOF, AND ANY COSTS AND EXPENSES OF THE PLEDGEE INCURRED IN
CONNECTION THEREWITH SHALL BE PAID BY THE PLEDGORS AS PROVIDED IN SECTION 10
HEREOF.
15.
WAIVERS.
THE PARTIES HERETO DESIRES THAT THEIR DISPUTES BE
RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.
THEREFORE, TO ACHIEVE THE
BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE
PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR
PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR
OTHERWISE BETWEEN LAURUS, AND/OR ANY COMPANY ARISING OUT OF, CONNECTED WITH,
RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEN IN CONNECTION
WITH THIS AGREEMENT, ANY OTHER DOCUMENT OR THE TRANSACTIONS RELATED HERETO OR
THERETO.
16.
RECAPTURE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, IF THE PLEDGEE RECEIVES ANY PAYMENT OR PAYMENTS ON ACCOUNT OF THE
OBLIGATIONS, WHICH PAYMENT OR PAYMENTS OR ANY PART THEREOF ARE SUBSEQUENTLY
INVALIDATED, DECLARED TO BE FRAUDULENT OR PREFERENTIAL, SET ASIDE AND/OR
REQUIRED TO BE REPAID TO A TRUSTEE, RECEIVER, OR ANY OTHER PARTY UNDER THE
UNITED STATES BANKRUPTCY CODE, AS AMENDED, OR ANY OTHER FEDERAL OR STATE
BANKRUPTCY, REORGANIZATION, MORATORIUM OR INSOLVENCY LAW RELATING TO OR
AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY, COMMON LAW OR
EQUITABLE DOCTRINE, THEN TO THE EXTENT OF ANY SUM NOT FINALLY RETAINED BY THE
PLEDGEE, EACH PLEDGOR'S OBLIGATIONS TO THE PLEDGEE SHALL BE REINSTATED AND THIS
AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT (OR BE REINSTATED) UNTIL PAYMENT
SHALL HAVE BEEN MADE TO PLEDGEE, WHICH PAYMENT SHALL BE DUE ON DEMAND.
17.
CAPTIONS.
ALL CAPTIONS IN THIS AGREEMENT ARE INCLUDED HEREIN FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT CONSTITUTE PART OF