TO QUANTIFY AND
THAT SUCH COMPANY AND LAURUS HAVE AGREED THAT THE FEES AND OBLIGATIONS SET FORTH
IN THIS SECTION AND IN THIS AGREEMENT WOULD CONSTITUTE FAIR AND APPROPRIATE
LIQUIDATED DAMAGES IN THE EVENT OF ANY SUCH TERMINATION.
THE PARTIES HERETO
EACH HEREBY AGREE THAT THE EXERCISE BY ANY PARTY HERETO OF ANY RIGHT GRANTED TO
IT OR THE EXERCISE BY ANY PARTY HERETO OF ANY REMEDY AVAILABLE TO IT (INCLUDING,
WITHOUT LIMITATION, THE ISSUANCE OF A NOTICE OF REDEMPTION, A BORROWING REQUEST
AND/OR A NOTICE OF
34
DEFAULT), IN EACH CASE, HEREUNDER OR UNDER ANY ANCILLARY AGREEMENT WHICH HAS
BEEN PUBLICLY FILED WITH THE SEC SHALL NOT CONSTITUTE CONFIDENTIAL INFORMATION
AND NO PARTY SHALL HAVE ANY DUTY TO THE OTHER PARTY TO MAINTAIN SUCH INFORMATION
AS CONFIDENTIAL, EXCEPT FOR THE PORTIONS OF SUCH PUBLICLY FILED DOCUMENTS THAT
ARE SUBJECT TO CONFIDENTIAL TREATMENT REQUEST MADE BY THE COMPANIES TO THE SEC.
21.
WAIVERS.
TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, EACH
COMPANY HEREBY 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 SUCH COMPANY MAY IN ANY WAY BE
LIABLE, AND HEREBY RATIFIES AND CONFIRMS WHATEVER LAURUS MAY DO IN THIS REGARD;
(B) ALL RIGHTS 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 ANCILLARY AGREEMENTS, INCLUDING, BUT
NOT LIMITED TO, THE ENFORCEMENT OR DEFENSE OF LAURUS' SECURITY INTERESTS,
ASSIGNMENTS OF RIGHTS