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 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 WAIVE 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 RECEIVED AT ANY TIME
OR TIMES HEREAFTER AGAINST THE OBLIGATIONS HEREUNDER IN SUCH MANNER AS LAURUS
MAY DEEM ADVISABLE NOTWITHSTANDING ANY ENTRY BY LAURUS UPON ANY OF LAURUS' BOOKS
AND RECORDS.
26.
INDEMNITY.
EACH COMPANY HEREBY JOINTLY AND
SEVERALLY INDEMNIFY AND HOLD LAURUS, AND ITS RESPECTIVE AFFILIATES, EMPLOYEES,
ATTORNEYS AND AGENTS (EACH, AN "INDEMNIFIED PERSON"), HARMLESS FROM AND AGAINST
ANY AND ALL SUITS, ACTIONS, PROCEEDINGS, CLAIMS, DAMAGES, LOSSES, LIABILITIES
AND EXPENSES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING ATTORNEYS' FEES AND
DISBURSEMENTS AND OTHER COSTS OF INVESTIGATION OR DEFENSE, INCLUDING THOSE
INCURRED UPON ANY APPEAL) WHICH MAY BE INSTITUTED OR ASSERTED AGAINST OR
INCURRED BY ANY SUCH INDEMNIFIED PERSON AS THE RESULT OF CREDIT HAVING BEEN
EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OF THE ANCILLARY
AGREEMENTS OR WITH RESPECT TO THE EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE
AND ADMINISTRATION OF, OR IN ANY OTHER WAY ARISING OUT OF OR RELATING TO, THIS
AGREEMENT, THE ANCILLARY AGREEMENTS OR ANY OTHER DOCUMENTS OR TRANSACTIONS
CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN AND ANY ACTIONS OR FAILURES TO
ACT WITH RESPECT TO ANY OF THE FOREGOING, EXCEPT TO THE EXTENT THAT ANY SUCH
INDEMNIFIED LIABILITY IS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION
TO HAVE RESULTED SOLELY FROM SUCH INDEMNIFIED PERSON'S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY
COMPANY OR TO ANY OTHER PARTY OR TO ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY
BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH
PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE
ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED
UNDER THIS AGREEMENT OR ANY ANCILLARY AGREEMENT OR AS A RESULT OF ANY OTHER
TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.
36
27.
REVIVAL.
THE COMPANIES FURTHER AGREE THAT
TO THE EXTENT ANY COMPANY MAKES A PAYMENT OR PAYMENTS TO LAURUS, WHICH PAYMENT
OR PAYMENTS OR ANY PART THEREOF ARE SUBSEQUENTLY INVALIDATED, DECLARED TO BE
FRAUDULENT OR PREFERENTIAL, SET