QUESTION OF
INTENT OR INTERPRETATION ARISES, THIS AGREEMENT SHALL BE CONSTRUED AS IF DRAFTED
JOINTLY BY THE PARTIES HERETO, AND NO PRESUMPTION OR BURDEN OF PROOF SHALL ARISE
FAVORING OR DISFAVORING ANY PARTY BY VIRTUE OF THE AUTHORSHIP OF ANY OF THE
PROVISIONS OF THIS AGREEMENT.
14.
PRONOUNS, ETC. WHENEVER REQUIRED BY THE
CONTEXT, ANY PRONOUN USED IN THIS AGREEMENT SHALL INCLUDE THE CORRESPONDING
MASCULINE, FEMININE OR NEUTER FORMS, AND THE SINGULAR FORMS OF NOUNS, PRONOUNS
AND VERBS SHALL INCLUDE THE PLURAL, AND VICE VERSA.
15.
ENTIRE AGREEMENT. THIS AGREEMENT, TOGETHER
WITH THE OTHER TRANSACTION DOCUMENTS, CONTAINS THE ENTIRE AGREEMENT OF THE
PARTIES WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, AND NO PARTY SHALL
BE LIABLE OR BOUND TO THE OTHER PARTY IN ANY MANNER BY ANY REPRESENTATIONS,
WARRANTIES, COVENANTS AND AGREEMENTS EXCEPT AS SPECIFICALLY SET FORTH HEREIN AND
IN THE CONFIDENTIALITY AGREEMENT BETWEEN THE COMPANY AND THE PURCHASER DATED
FEBRUARY 21, 2006.
16.
SEVERABILITY. WHENEVER POSSIBLE, EACH
PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED IN SUCH MANNER AS TO BE
EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT
IS HELD TO BE INVALID OR UNENFORCEABLE IN ANY RESPECT, SUCH INVALIDITY OR
UNENFORCEABILITY SHALL NOT RENDER INVALID OR UNENFORCEABLE ANY OTHER PROVISION
OF THIS AGREEMENT.
17.
FACSIMILE COPIES. THIS AGREEMENT, THE
AGREEMENTS REFERRED TO HEREIN, AND EACH OTHER AGREEMENT OR INSTRUMENT ENTERED
INTO IN CONNECTION HEREWITH OR THEREWITH OR CONTEMPLATED HEREBY OR THEREBY, AND
ANY AMENDMENTS HERETO OR THERETO, TO THE EXTENT SIGNED AND DELIVERED BY MEANS OF
A FACSIMILE MACHINE, SHALL BE TREATED IN ALL MANNER AND
16
RESPECTS AS AN ORIGINAL AGREEMENT OR INSTRUMENT AND SHALL BE CONSIDERED TO HAVE
THE SAME BINDING LEGAL EFFECT AS IF IT WERE THE ORIGINAL SIGNED VERSION THEREOF
DELIVERED IN PERSON. AT THE REQUEST OF ANY PARTY HERETO OR TO ANY SUCH AGREEMENT
OR INSTRUMENT, THE OTHER PARTIES HERETO OR THERETO SHALL RE-EXECUTE ORIGINAL
FORMS THEREOF AND DELIVER THEM TO THE OTHER PARTY. NO PARTY HERETO OR TO ANY
SUCH AGREEMENT OR INSTRUMENT SHALL RAISE THE USE OF A FACSIMILE MACHINE TO
DELIVER A SIGNATURE OR THE FACT THAT ANY SIGNATURE OR AGREEMENT OR INSTRUMENT
WAS TRANSMITTED OR COMMUNICATED THROUGH THE USE OF A FACSIMILE MACHINE AS A
DEFENSE TO THE FORMATION OR ENFORCEABILITY OF A CONTRACT, AND EACH PARTY FOREVER
WAIVES ANY SUCH DEFENSE.
18.
STANDSTILL.
(A)
THE PURCHASER AGREES THAT AFTER CLOSING AND
UNTIL SUCH TIME AS THE PURCHASER WOULD NO LONGER BE REQUIRED TO FILE A REPORT ON
SCHEDULE 13D OR 13G (ASSUMING FOR PURPOSES OF THIS SECTION 18 THAT THE NOTES
HAVE BEEN CONVERTED IN FULL AND THE PURCHASER OWNS AN AMOUNT OF COMMON STOCK
SUCH THAT THE PURCHASER WOULD NOT BE DEEMED AN "ACQUIRING PERSON" UNDER THE
RIGHTS AGREEMENT), UNLESS THE PURCHASER SHALL HAVE BEEN SPECIFICALLY AUTHORIZED
IN WRITING BY THE COMPANY OR A COMMITTEE OF THE BOARD OF DIRECTORS OF THE
COMPANY, NEITHER THE PURCHASER NOR ANY OF ITS AFFILIATES WILL, AND PURCHASER AND
AFFILIATES WILL DIRECT THEIR