ACCELERATE
THE MATURITY OF THIS NOTE WHEREUPON THE ENTIRE AMOUNT OF PRINCIPAL, TOGETHER
WITH ALL ACCRUED AND UNPAID INTEREST THEREON AND ALL OTHER LIABILITIES OF THE
COMPANY HEREUNDER, SHALL BECOME DUE AND PAYABLE IMMEDIATELY; PROVIDED, HOWEVER,
THAT WITH RESPECT TO AN EVENT OF DEFAULT DESCRIBED IN PARAGRAPH (V) OR
(VI) ABOVE, THIS NOTE, AND ALL SUCH PRINCIPAL, INTEREST AND OTHER LIABILITIES OF
THE COMPANY HEREUNDER SHALL AUTOMATICALLY BECOME DUE AND PAYABLE WITHOUT
PRESENTMENT, DEMAND, NOTICE OF NONPERFORMANCE, PROTEST, NOTICE OF PROTEST OR
NOTICE OF DISHONOR, ALL OF WHICH ARE EXPRESSLY WAIVED BY THE COMPANY AND (Y) THE
HOLDER MAY EXERCISE ALL OR ANY OTHER REMEDIES PROVIDED IN THE NOTE PURCHASE
AGREEMENT OR THE SECURITY AGREEMENT OR AVAILABLE AT LAW OR EQUITY.
(II)
DEMAND, PRESENTMENT, PROTEST AND NOTICES
OF NONPAYMENT, PROTEST, DISHONOR AND ACCEPTANCE ARE HEREBY WAIVED BY THE
COMPANY.
THE COMPANY ALSO WAIVES THE BENEFIT OF ALL VALUATION, APPRAISAL AND
EXEMPTION LAWS AND THE POSTING OF ANY BOND REQUIRED OF THE HOLDER IN CONNECTION
WITH ANY JUDICIAL PROCESS TO REALIZE ON THE COLLATERAL, TO ENFORCE ANY JUDGMENT
OR OTHER COURT ORDER ENTERED IN FAVOR OF THE HOLDER OR TO ENFORCE BY SPECIFIC
PERFORMANCE, TEMPORARY RESTRAINING ORDER, OR PRELIMINARY OR PERMANENT
INJUNCTION, THIS NOTE OR ANY OTHER TRANSACTION AGREEMENT.
THE COMPANY WAIVES
THE RIGHT, IF ANY, TO THE BENEFIT OF, OR TO DIRECT THE APPLICATION OF, ANY
COLLATERAL.
THE COMPANY HEREBY ACKNOWLEDGES THAT THE HOLDER HAS NO OBLIGATION
TO RESORT TO ANY COLLATERAL OR MAKE CLAIM AGAINST ANY OTHER PERSON BEFORE
SEEKING PAYMENT OR PERFORMANCE FROM THE COMPANY.
(III)
IN ADDITION TO ANY RIGHTS NOW OR HEREAFTER
GRANTED UNDER APPLICABLE LAW AND NOT BY WAY OF LIMITATION OF ANY SUCH RIGHTS,
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF
7
ANY EVENT OF DEFAULT, THE HOLDER IS HEREBY AUTHORIZED AT ANY TIME OR FROM TIME
TO TIME, WITHOUT NOTICE TO THE COMPANY OR TO ANY OTHER PERSON, ANY SUCH NOTICE
BEING HEREBY EXPRESSLY WAIVED, TO SET OFF AND TO APPROPRIATE AND TO APPLY ANY
AND ALL BALANCES HELD BY IT AT ANY OF ITS OFFICES FOR THE ACCOUNT OF THE COMPANY
(REGARDLESS OF WHETHER SUCH BALANCES ARE THEN DUE TO THE COMPANY) AND ANY OTHER
PROPERTIES OR ASSETS ANY TIME HELD OR OWING BY THE COMPANY TO OR FOR THE CREDIT
OR FOR THE ACCOUNT OF THE COMPANY AGAINST AND ON ACCOUNT OF ANY OF THE SECURED
OBLIGATIONS (AS DEFINED IN THE SECURITY AGREEMENT) THEN DUE.
THE COMPANY HEREBY
AGREES THAT THE FOREGOING PROVISIONS ARE INTENDED TO BE CONSTRUED SO AS TO
SATISFY THE REQUIREMENTS OF SECTION 553 OF THE FEDERAL BANKRUPTCY CODE OR
AMENDMENTS THERETO (INCLUDING ANY REQUIREMENT OF MUTUALITY OF OBLIGATIONS
THEREIN).
(5)
RIGHTS UPON CORPORATE EVENTS.
IN ADDITION
TO AND NOT IN SUBSTITUTION FOR ANY OTHER RIGHTS HEREUNDER (BUT NOT IN
DUPLICATION OF ANY ADJUSTMENT MADE PURSUANT TO SECTION 6), PRIOR TO THE
CONSUMMATION OF ANY TRANSACTION PURSUANT TO WHICH ALL HOLDERS OF OUTSTANDING
SHARES OF COMMON STOCK ARE ENTITLED TO RECEIVE SECURITIES OR OTHER ASSETS WITH