COMMISSION OR OMISSION, NOR FOR ANY
ERROR OF JUDGMENT OR MISTAKE OF FACT OR LAW.
THIS POWER BEING COUPLED WITH AN
INTEREST, IS IRREVOCABLE SO LONG AS ANY OBLIGATIONS REMAINS UNPAID.
10.
NO DELAY OR FAILURE ON LAURUS' PART IN
EXERCISING ANY RIGHT, PRIVILEGE OR OPTION HEREUNDER SHALL OPERATE AS A WAIVER OF
SUCH OR OF ANY OTHER RIGHT, PRIVILEGE, REMEDY OR OPTION, AND NO WAIVER WHATEVER
SHALL BE VALID UNLESS IN WRITING, SIGNED BY LAURUS AND THEN ONLY TO THE EXTENT
THEREIN SET FORTH, AND NO WAIVER BY LAURUS OF ANY DEFAULT SHALL OPERATE AS A
WAIVER OF ANY OTHER DEFAULT OR OF THE SAME DEFAULT ON A FUTURE OCCASION.
LAURUS' BOOKS AND RECORDS CONTAINING ENTRIES WITH RESPECT TO THE OBLIGATIONS
SHALL BE ADMISSIBLE IN EVIDENCE IN ANY ACTION OR PROCEEDING, SHALL BE BINDING
UPON THE COMPANY FOR THE PURPOSE OF ESTABLISHING THE ITEMS THEREIN SET FORTH AND
SHALL CONSTITUTE PRIMA FACIE PROOF THEREOF.
LAURUS SHALL HAVE THE RIGHT TO
ENFORCE ANY ONE OR MORE OF THE REMEDIES AVAILABLE TO LAURUS, SUCCESSIVELY,
ALTERNATELY OR CONCURRENTLY.
THE COMPANY AGREES TO JOIN WITH LAURUS IN
EXECUTING FINANCING STATEMENTS OR OTHER INSTRUMENTS PURSUANT TO THE CODE IN FORM
SATISFACTORY TO LAURUS AND IN EXECUTING SUCH OTHER DOCUMENTS OR INSTRUMENTS AS
MAY BE REQUIRED OR DEEMED NECESSARY BY LAURUS FOR PURPOSES OF AFFECTING OR
CONTINUING LAURUS' SECURITY INTEREST IN THE COLLATERAL.
11.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND CANNOT BE
TERMINATED ORALLY.
ALL OF THE RIGHTS, REMEDIES, OPTIONS, PRIVILEGES AND
ELECTIONS GIVEN TO LAURUS HEREUNDER SHALL ENURE TO THE BENEFIT OF ITS SUCCESSORS
AND ASSIGNS.
THE TERM "LAURUS" AS HEREIN USED SHALL INCLUDE LAURUS, ANY PARENT
OF LAURUS, ANY OF LAURUS' SUBSIDIARIES AND ANY CO-SUBSIDIARIES OF ITS PARENT,
WHETHER NOW EXISTING OR HEREAFTER CREATED OR ACQUIRED, AND ALL OF THE TERMS,
CONDITIONS, PROMISES, COVENANTS, PROVISIONS AND WARRANTIES OF THIS AGREEMENT
SHALL ENURE TO THE BENEFIT OF AND SHALL BIND THE REPRESENTATIVES, SUCCESSORS AND
ASSIGNS OF EACH OF THE COMPANY AND THEM.
LAURUS AND THE COMPANY HEREBY (A)
WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN LITIGATION RELATING TO THIS
AGREEMENT AND THE COMPANY
3
AGREES NOT TO ASSERT ANY COUNTERCLAIM IN SUCH LITIGATION, (B) SUBMIT TO THE
NONEXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE
OF NEW YORK AND (C) WAIVE ANY OBJECTION LAURUS OR THE COMPANY MAY HAVE AS TO THE
BRINGING OR MAINTAINING OF SUCH ACTION WITH ANY SUCH COURT.
12.
ALL NOTICES AND OTHER COMMUNICATIONS
HEREUNDER SHALL BE DEEMED GIVEN THREE (3) BUSINESS DAYS AFTER DELIVERED OR
DEPOSITED IN THE MAILS, FIRST CLASS POSTAGE PREPAID (PROVIDED, HOWEVER, THAT
NOTICES GIVEN BY TELEGRAM, TELEX OR TELEFAX SHALL BE DEEMED GIVEN WHEN
DISPATCHED BY TELEGRAM, TELEX OR TELEFAX, AS THE CASE MAY BE) AND IF TO (A) THE
COMPANY ADDRESSED AS SET FORTH BENEATH THE COMPANY'S NAME ON THE SIGNATURE PAGE
UNLESS THE COMPANY SHALL GIVE NOTICE IN WRITING OF A