Liens
on the Collateral or the priority of any such Lien.
Notwithstanding this
Section 21(b), upon occurrence of one of the events described in this Section
21(b) that could reasonably be expected to have a Material Adverse Effect,
Laurus may, at its option terminate this Agreement, and the Company shall pay
Laurus the termination fees pursuant to Section 15 of this Agreement.
22.
NO WAIVER; CUMULATIVE REMEDIES.
FAILURE BY LAURUS OR THE COMPANY TO
EXERCISE ANY RIGHT, REMEDY OR OPTION UNDER THIS AGREEMENT, ANY ANCILLARY
AGREEMENT OR ANY SUPPLEMENT HERETO OR THERETO OR ANY OTHER AGREEMENT BETWEEN THE
COMPANY AND LAURUS OR DELAY BY LAURUS OR THE COMPANY IN EXERCISING THE SAME,
WILL NOT OPERATE AS A WAIVER; NO WAIVER BY LAURUS OR THE COMPANY WILL BE
EFFECTIVE UNLESS IT IS IN WRITING AND THEN ONLY TO THE EXTENT SPECIFICALLY
STATED.
LAURUS AND THE COMPANY' RIGHTS AND REMEDIES UNDER THIS AGREEMENT AND
THE ANCILLARY AGREEMENTS WILL BE CUMULATIVE AND NOT EXCLUSIVE OF ANY OTHER RIGHT
OR REMEDY WHICH LAURUS OR THE COMPANY MAY HAVE.
23.
APPLICATION OF PAYMENTS.
SUBJECT TO SECTION 9(C) HEREOF, THE 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 THE COMPANY'S
BEHALF AND THE 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.
23
24.
NO SHORTING.
NEITHER THE PURCHASER NOR ANY OF ITS AFFILIATES OR
INVESTMENT PARTNERS SHALL CAUSE ANY PERSON OR ENTITY DIRECTLY OR INDIRECTLY TO
ENGAGE IN "SHORT SALES" OR OTHER HEDGING STRATEGIES OF THE COMPANY'S COMMON
STOCK.
25.
INDEMNITY.
(A)
THE PARTIES HERETO AGREE TO INDEMNIFY AND HOLD EACH OTHER, AND ITS
RESPECTIVE AFFILIATES, EMPLOYEES, ATTORNEYS AND AGENTS AND SUBSIDIARIES (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 REASONABLE 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.
(B)
IN THE EVENT AN INDEMNIFIED