TO NOTICE AND A
HEARING PRIOR TO LAURUS' TAKING POSSESSION OR CONTROL OF, OR TO LAURUS' REPLEVY,
ATTACHMENT OR LEVY UPON, ANY COLLATERAL OR ANY BOND OR SECURITY THAT MIGHT BE
REQUIRED BY ANY COURT PRIOR TO ALLOWING LAURUS TO EXERCISE ANY OF ITS REMEDIES;
AND (C) THE BENEFIT OF ALL VALUATION, APPRAISAL AND EXEMPTION LAWS.
EACH
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.
22.
EXPENSES.
THE COMPANIES SHALL JOINTLY AND SEVERALLY PAY ALL OF
LAURUS' OUT-OF-POCKET COSTS AND EXPENSES, INCLUDING REASONABLE FEES AND
DISBURSEMENTS OF IN-HOUSE OR OUTSIDE COUNSEL 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 COMPANIES SHALL ALSO JOINTLY AND SEVERALLY 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
37
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 ANY COMPANY OR ANY OF ITS SUBSIDIARIES AS COLLATERAL FOR, OR ANY OTHER PERSON
AS SECURITY FOR, THE OBLIGATIONS HEREUNDER AND (E) ANY CONSULTATIONS IN
CONNECTION WITH ANY OF THE FOREGOING.
THE COMPANIES SHALL ALSO JOINTLY AND
SEVERALLY PAY LAURUS' CUSTOMARY BANK CHARGES FOR ALL BANK SERVICES (INCLUDING
WIRE TRANSFERS) PERFORMED OR CAUSED TO BE PERFORMED BY LAURUS FOR ANY COMPANY OR
ANY OF ITS SUBSIDIARIES AT ANY COMPANY'S OR SUCH SUBSIDIARY'S REQUEST OR IN
CONNECTION WITH ANY 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 COMPANIES 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 ANY COMPANY AND/OR ANY
SUBSIDIARY THEREOF, ON THE ONE HAND, AND LAURUS ON THE OTHER HAND, WHICH LAURUS
IS OR MAY BE REQUIRED TO WITHHOLD OR PAY (OTHER THAN ANY TAX WHICH WOULD NOT BE
IMPOSED IF LAURUS WAS DOMICILED IN THE UNITED STATES AND OTHER THAN TAXES
MEASURED BY ITS REVENUES, INCOME, GROSS RECEIPTS OR FRANCHISE TAXES, BUSINESS
PRIVILEGE TAXES OR OTHER SIMILAR TAXES), THE COMPANIES