DAMAGES THAT WOULD BE INCURRED BY LAURUS AFTER THE OCCURRENCE OF AN EVENT OF
DEFAULT WOULD BE DIFFICULT TO QUANTITY AND THAT THE COMPANY AND LAURUS HAVE
AGREED THAT THE FEES AND OBLIGATIONS SET FORTH IN THIS SECTION
21
and in this Agreement would constitute fair and appropriate liquidated damages
in the event of any such termination.
19.
WAIVERS.
TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY
WAIVES (A) PRESENTMENT, DEMAND AND PROTEST, AND NOTICE OF PRESENTMENT, DISHONOR,
INTENT TO ACCELERATE, ACCELERATION, PROTEST, DEFAULT, NONPAYMENT, MATURITY,
RELEASE, COMPROMISE, SETTLEMENT, EXTENSION OR RENEWAL OF ANY OR ALL OF THIS
AGREEMENT AND THE ANCILLARY AGREEMENTS OR ANY OTHER NOTES, COMMERCIAL PAPER,
ACCOUNTS, CONTRACTS, DOCUMENTS, INSTRUMENTS, CHATTEL PAPER AND GUARANTIES AT ANY
TIME HELD BY LAURUS ON WHICH THE COMPANY MAY IN ANY WAY BE LIABLE
THE COMPANY
ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY COUNSEL OF ITS CHOICES AND DECISIONS
WITH RESPECT TO THIS AGREEMENT, THE ANCILLARY AGREEMENTS AND THE TRANSACTIONS
EVIDENCED HEREBY AND THEREBY.
20.
EXPENSES.
THE COMPANY SHALL PAY ALL OF LAURUS' REASONABLE OUT-OF-POCKET
COSTS AND EXPENSES,(INCLUDING REASONABLE FEES AND DISBURSEMENTS OF IN-HOUSE OR
OUTSIDE COUNSEL, SUCH FEES AND DISBURSEMENTS NOT TO EXCEED $10,000) AND
APPRAISERS, IN CONNECTION WITH THE PREPARATION, EXECUTION AND DELIVERY OF THIS
AGREEMENT AND THE ANCILLARY AGREEMENTS, AND IN CONNECTION WITH THE PROSECUTION
OR DEFENSE OF ANY ACTION, CONTEST, DISPUTE, SUIT OR PROCEEDING CONCERNING ANY
MATTER IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH THIS AGREEMENT OR
ANY ANCILLARY AGREEMENT. THE COMPANY SHALL ALSO PAY ALL OF LAURUS' REASONABLE
FEES, CHARGES, OUT-OF-POCKET COSTS AND EXPENSES, INCLUDING FEES AND
DISBURSEMENTS OF COUNSEL AND APPRAISERS, IN CONNECTION WITH (A) THE PREPARATION,
EXECUTION AND DELIVERY OF ANY WAIVER, ANY AMENDMENT THERETO OR CONSENT PROPOSED
OR EXECUTED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
OR THE ANCILLARY AGREEMENTS, (B) LAURUS' OBTAINING PERFORMANCE OF THE
OBLIGATIONS UNDER THIS AGREEMENT AND ANY ANCILLARY AGREEMENTS, INCLUDING, BUT
NOT LIMITED TO THE ENFORCEMENT OR DEFENSE OF LAURUS' SECURITY INTERESTS,
ASSIGNMENTS OF RIGHTS 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 THE COMPANY AS COLLATERAL FOR,
OR ANY OTHER PERSON AS SECURITY FOR, THE COMPANY'S OBLIGATIONS HEREUNDER AND (E)
ANY CONSULTATIONS IN CONNECTION WITH ANY OF THE FOREGOING.
THE COMPANY SHALL
ALSO PAY LAURUS' CUSTOMARY BANK CHARGES FOR ALL BANK SERVICES (INCLUDING WIRE
TRANSFERS) PERFORMED OR CAUSED TO BE PERFORMED BY LAURUS FOR THE COMPANY AT THE
COMPANY'S REQUEST OR IN CONNECTION WITH THE 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 COMPANY 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 THE
COMPANY