HEREBY JOINTLY AND
SEVERALLY INDEMNIFY AND HOLD LAURUS HARMLESS IN RESPECT OF SUCH TAXES, AND THE
COMPANIES WILL REPAY TO 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
(OTHER THAN THE CURRENT LENDER UNDER ANY OF THE EXISTING INDEBTEDNESS) HAVING
THE CAPITAL AND OTHER FINANCIAL RESOURCES SUFFICIENT TO PERFORM LAURUS'
OBLIGATIONS HEREUNDER AND ANY SUCH ASSIGNEE 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 AN 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; PROVIDED
THAT THE GRANTING OF ANY SUCH PARTICIPATION SHALL NOT RELIEVE LAURUS FROM ANY OF
ITS OBLIGATIONS HEREUNDER AND THAT THE COMPANIES MAY CONTINUE TO LOOK SOLELY TO
LAURUS FOR THE PERFORMANCE THEREOF.
EACH COMPANY AGREES THAT EACH SUCH HOLDER
MAY EXERCISE ANY AND ALL RIGHTS OF BANKER'S LIEN, SET-OFF AND COUNTERCLAIM FOR
ANY AMOUNTS DUE FROM THE COMPANIES 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 OR OPTION UNDER THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY
SUPPLEMENT HERETO OR THERETO OR ANY OTHER AGREEMENT BETWEEN OR AMONG ANY 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
38
REMEDIES UNDER THIS AGREEMENT AND THE ANCILLARY AGREEMENTS WILL BE CUMULATIVE
AND NOT EXCLUSIVE OF ANY OTHER RIGHT OR REMEDY WHICH LAURUS MAY HAVE.
25.
APPLICATION OF PAYMENTS.
EACH 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 SUCH COMPANY'S BEHALF AND EACH COMPANY
HEREBY IRREVOCABLY AGREES THAT LAURUS SHALL HAVE THE CONTINUING EXCLUSIVE RIGHT
TO APPLY AND REAPPLY ANY AND ALL PAYMENTS