NO ELECTION NOT TO
EXERCISE, FAILURE TO EXERCISE OR DELAY IN EXERCISING ANY RIGHT, NOR ANY COURSE
OF DEALING OR PERFORMANCE, SHALL OPERATE AS A WAIVER OF ANY RIGHT OF THE AGENT
UNDER THIS AGREEMENT OR APPLICABLE LAW, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE
OF ANY SUCH RIGHT PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE
OF ANY OTHER RIGHT OF THE AGENT UNDER THIS AGREEMENT OR APPLICABLE LAW.
SECTION 13.
PAYMENTS; APPLICATION OF COLLATERAL.
ALL PAYMENTS MADE HEREUNDER
TO THE AGENT OR ANY OTHER SECURED PARTY, INCLUDING, WITHOUT LIMITATION, THE
APPLICATION OF PROCEEDS OF THE COLLATERAL AND ANY OF IT, SHALL BE APPLIED BY THE
AGENT AGAINST PAYMENT OF THE OBLIGATIONS AS PROVIDED IN THE BRIDGE LOAN
AGREEMENT, AND IF NOT EXPRESSLY PROVIDED THEREIN, IN THE SOLE JUDGMENT AND
DISCRETION OF THE AGENT.
SECTION 14.
NOTICES; ETC.
ALL NOTICES AND OTHER COMMUNICATIONS PROVIDED FOR
HEREUNDER SHALL BE IN WRITING (INCLUDING FACSIMILE) AND MAILED, SENT BY
FACSIMILE OR DELIVERED TO ANY PARTY, ADDRESSED TO IT AT ITS ADDRESS SET FORTH
OPPOSITE ITS NAME ON THE SIGNATURE PAGES HERETO OR, AS TO ANY PARTY, AT SUCH
OTHER ADDRESS AS SHALL BE DESIGNATED BY SUCH PARTY IN A WRITTEN NOTICE TO THE
OTHER PARTIES.
ALL SUCH NOTICES AND OTHER COMMUNICATIONS SHALL BE EFFECTIVE
FIVE BUSINESS DAYS AFTER BEING DEPOSITED IN THE U.S. MAILS, POSTAGE PREPAID,
WHEN SENT BY FACSIMILE AND ELECTRONIC CONFIRMATION OF RECEIPT IS RECEIVED
(EXCEPT THAT ANY NOTICE RECEIVED DURING NON-BUSINESS HOURS SHALL BE DEEMED
RECEIVED AT THE NEXT TIME THE RELEVANT LOCATION OF THE RECIPIENT IF OPEN FOR
BUSINESS) OR WHEN DELIVERED (OR DELIVERY IS REFUSED), IN EACH CASE ADDRESSED AS
AFORESAID, PROVIDED THAT NOTICES AND OTHER COMMUNICATIONS TO THE AGENT SHALL NOT
BE EFFECTIVE UNTIL RECEIVED BY THE AGENT.
SECTION 15.
RELEASE; TERMINATION.
UPON THE PAYMENT IN FULL IN CASH OF THE
OBLIGATIONS, THE PLEDGE, ASSIGNMENT AND SECURITY INTEREST GRANTED HEREUNDER
SHALL TERMINATE AND ALL RIGHTS TO THE COLLATERAL SHALL REVERT TO THE PLEDGOR.
UPON ANY SUCH TERMINATION, THE AGENT WILL, AT THE PLEDGOR'S EXPENSE, PROMPTLY
EXECUTE AND DELIVER TO THE PLEDGOR SUCH DOCUMENTS AS THE PLEDGOR SHALL
REASONABLY REQUEST TO EVIDENCE SUCH TERMINATION.
THE PLEDGOR SHALL HAVE NO
AUTHORITY TO FILE TERMINATION, RELEASE OR OTHER AMENDMENTS TO FINANCING
STATEMENTS WITHOUT SPECIFIC WRITTEN AUTHORIZATION FROM THE AGENT.
SECTION 16.
OBLIGATIONS ABSOLUTE.
THE OBLIGATIONS OF THE PLEDGOR HEREUNDER
SHALL REMAIN IN FULL FORCE AND EFFECT WITHOUT REGARD TO, AND SHALL NOT BE
IMPAIRED BY, (A) SUBJECT TO THE TERMS OF THE PURCHASE CONTRACTS, INCLUDING, AS
PROVIDED IN SECTION 5.7 OF THE PURCHASE CONTRACT AGREEMENT, ANY BANKRUPTCY,
INSOLVENCY, REORGANIZATION, ARRANGEMENT, READJUSTMENT, COMPOSITION, LIQUIDATION
OR THE LIKE OF ANY OTHER PERSON; (B) ANY EXERCISE OR NON-EXERCISE, OR ANY
9
WAIVER OF, ANY RIGHT, REMEDY, POWER OR PRIVILEGE UNDER OR IN RESPECT OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT; OR (C) ANY AMENDMENT TO OR MODIFICATION OF
ANY LOAN DOCUMENT OR ANY SECURITY FOR ANY OF THE OBLIGATIONS WHETHER OR NOT THE
PLEDGOR SHALL HAVE NOTICE OR