TERMS OF THIS
AGREEMENT.
4.
TERMINATION STATEMENTS.
IN THE EVENT ANY COLLATERAL IS BEING
SOLD OR OTHERWISE DISPOSED OF IN CONNECTION WITH THE LIQUIDATION OF ASSETS UPON
OR AFTER AN EVENT OF DEFAULT UNDER ANY PRESENT OR FUTURE INSTRUMENT OR AGREEMENT
BETWEEN THE COMPANY AND BERG, OR BY THE PURCHASERS' AGENT PURSUANT TO ANY
PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN THE
E-2
COMPANY AND THE PURCHASERS, EACH SUCH PARTY TO THIS AGREEMENT SHALL PROMPTLY
DELIVER TO THE OTHER A NOTICE THEREOF, AND EACH PARTY AGREES TO PROMPTLY EXECUTE
AND DELIVER TO THE OTHER, UPON ITS REQUEST, ALL APPROPRIATE UCC TERMINATION
STATEMENTS OR PARTIAL RELEASES WITH RESPECT TO ANY SUCH COLLATERAL.
5.
PURCHASERS' AND BERG'S RIGHTS.
THE PURCHASERS AND BERG EACH
AGREE THAT THE OTHER MAY AT ANY TIME, AND FROM TIME TO TIME, WITHOUT THE CONSENT
OF THE OTHER PARTY AND WITHOUT NOTICE TO THE OTHER PARTY, RENEW OR EXTEND ANY OF
THE INDEBTEDNESS, LIABILITIES OR OBLIGATIONS OWING TO IT FROM THE COMPANY (THE
"SECURED OBLIGATIONS") OR THAT OF ANY OTHER PERSON AT ANY TIME DIRECTLY OR
INDIRECTLY LIABLE FOR THE PAYMENT OF ANY SECURED OBLIGATIONS, ACCEPT PARTIAL
PAYMENTS OF THE SECURED OBLIGATIONS, SETTLE, RELEASE (BY OPERATION OF LAW OR
OTHERWISE), COMPOUND, COMPROMISE, COLLECT OR LIQUIDATE ANY OF THE SECURED
OBLIGATIONS, MAKE LOANS OR ADVANCES TO THE COMPANY SECURED IN WHOLE OR IN PART
BY COLLATERAL OR REFRAIN FROM MAKING ANY LOANS OR ADVANCES TO THE COMPANY,
CHANGE, ALTER OR VARY THE INTEREST CHARGE ON, OR ANY OTHER TERMS OR PROVISIONS
OF THE SECURED OBLIGATIONS OR ANY PRESENT OR FUTURE INSTRUMENT, DOCUMENT OR
AGREEMENT WITH THE COMPANY, AND TAKE ANY OTHER ACTION OR OMIT TO TAKE ANY OTHER
ACTION WITH RESPECT TO ITS SECURED OBLIGATIONS OR ITS COLLATERAL AS IT DEEMS
NECESSARY OR ADVISABLE IN ITS SOLE DISCRETION.
THE PURCHASERS AND BERG EACH
WAIVE ANY RIGHT TO REQUIRE THE OTHER TO MARSHAL ANY COLLATERAL OR OTHER ASSETS
IN FAVOR OF IT OR AGAINST OR IN PAYMENT OF ANY OR ALL OF ITS SECURED
OBLIGATIONS.
6.
NO COMMITMENT BY BERG OR THE PURCHASERS.
IT IS UNDERSTOOD AND
AGREED THAT THIS AGREEMENT SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT OR
AGREEMENT BY THE PURCHASERS OR BERG TO CONTINUE FINANCING ARRANGEMENTS WITH THE
COMPANY, AND THAT THE PURCHASERS AND BERG, SUBJECT TO THE TERMS OF SUCH
FINANCING ARRANGEMENTS, MAY TERMINATE SUCH ARRANGEMENTS AT ANY TIME.
7.
INSURANCE.
THE PURCHASERS AND BERG EACH HAVING A PRO RATA
SECURITY INTEREST OR LIEN IN THE COLLATERAL SHALL, SUBJECT TO SUCH PURCHASER'S
OR BERG'S RIGHTS UNDER ITS AGREEMENTS WITH THE COMPANY AND TO THE BANK
INTERCREDITOR AGREEMENT, HAVE THE RIGHT TO ANY SETTLEMENT OF ANY INSURANCE
POLICY IN THE EVENT OF ANY LOSS PRO RATA BY BERG AND THE PURCHASERS BASED ON THE
THEN OUTSTANDING PAYMENT OBLIGATIONS OF THE COMPANY TO BERG AND THE PURCHASERS
PURSUANT TO THE NOTES.
8.
BANKRUPTCY FINANCING.
IN THE EVENT OF ANY FINANCING OF THE
COMPANY BY THE PURCHASERS OR BERG DURING ANY BANKRUPTCY, ARRANGEMENT, OR
REORGANIZATION OF