be liable for any acts or omissions or for any error of
judgment or mistake of fact or law absent gross negligence or intentional
misconduct.
This power, being coupled with an interest, is irrevocable so long
as any Receivable which is assigned to an Investor or in which an Investor has a
Security Interest remains unpaid and until the Obligations have been fully
satisfied.
SECTION 6.
EVENTS OF DEFAULT; RIGHTS AND REMEDIES.
6.1.
EVENTS OF DEFAULT.
THE OCCURRENCE OF ANY ONE
OR MORE OF THE FOLLOWING EVENTS SHALL CONSTITUTE AN "EVENT OF DEFAULT":
(A)
THE OCCURRENCE OF A DEFAULT (WHICH
CONTINUES FOR A PERIOD OF TEN (10) DAYS) OR AN EVENT OF DEFAULT UNDER THIS
AGREEMENT, THE PURCHASE AGREEMENT, THE NOTES OR ANY OTHER TRANSACTION DOCUMENT;
OR
(B)
THE SECURITY INTEREST FOR ANY REASON CEASES
TO BE OR IS NOT A VALID AND PERFECTED LIEN HAVING A FIRST PRIORITY SECURITY
INTEREST, SUBJECT TO PERMITTED LIENS.
6.2.
RIGHTS AND REMEDIES.
UPON THE OCCURRENCE OF
ANY EVENT OF DEFAULT, THE MAJORITY PURCHASERS SHALL HAVE THE RIGHT TO DEMAND
REPAYMENT IN FULL OF ALL OBLIGATIONS, WHETHER OR NOT OTHERWISE DUE (IN SUCH CASE
THE INVESTORS MAY DEPOSIT ANY AND ALL SUCH AMOUNTS REALIZED IN A CASH COLLATERAL
DEPOSIT ACCOUNT TO BE MAINTAINED AS SECURITY FOR THE OBLIGATIONS).
THE
INVESTORS AGREE THAT NO NOTICE OF EXCLUSIVE CONTROL, ORDER OR SIMILAR NOTICE OF
CONTROL WILL BE GIVEN UNDER ANY CONTROL AGREEMENT UNLESS THE MAJORITY PURCHASERS
SO INSTRUCT ANY INVESTOR ENTITLED TO ACT UNDER ANY SUCH CONTROL AGREEMENT.
UNTIL ALL OBLIGATIONS HAVE BEEN FULLY AND SATISFIED, THE INVESTORS SHALL RETAIN
THE SECURITY INTEREST.
THE INVESTORS SHALL HAVE, IN ADDITION TO ALL OTHER
RIGHTS PROVIDED HEREIN, THE RIGHTS AND REMEDIES OF A SECURED PARTY UNDER THE
UCC, AND UNDER OTHER APPLICABLE LAW, ALL OTHER LEGAL AND EQUITABLE RIGHTS TO
WHICH THE INVESTORS MAY BE ENTITLED, INCLUDING WITHOUT LIMITATION, THE RIGHT TO
TAKE IMMEDIATE POSSESSION OF THE COLLATERAL, TO REQUIRE THE COMPANY TO ASSEMBLE
THE COLLATERAL, AT THE COMPANY'S EXPENSE, AND TO MAKE IT AVAILABLE TO THE
INVESTORS AT A PLACE DESIGNATED BY THE INVESTORS WHICH IS REASONABLY CONVENIENT
TO BOTH PARTIES AND, SUBJECT TO THE RIGHTS OF THIRD PARTIES, TO ENTER ANY OF THE
PREMISES OF THE COMPANY OR WHEREVER THE COLLATERAL SHALL BE LOCATED, WITH OR
WITHOUT FORCE OR PROCESS OF LAW, AND TO KEEP AND STORE THE SAME AT ANY SUCH
PREMISES UNTIL SOLD (AND IN THE CASE OF ANY OF THE PREMISES OR ANY OTHER
PROPERTY OF THE COMPANY, THE COMPANY AGREES NOT TO CHARGE THE INVESTORS FOR
STORAGE THEREOF).
FURTHER, THE INVESTORS MAY, AT ANY TIME OR TIMES AFTER THE
OCCURRENCE OF AN EVENT OF DEFAULT, SELL AND DELIVER ALL COLLATERAL HELD BY OR
FOR THE INVESTORS IN ONE OR MORE PARCELS AT PUBLIC OR PRIVATE SALE FOR CASH,
UPON CREDIT OR OTHERWISE, AT SUCH PRICES AND UPON SUCH TERMS AS THE INVESTORS,
IN THEIR REASONABLE DISCRETION, DEEM ADVISABLE OR THE INVESTORS MAY OTHERWISE
RECOVER UPON THE COLLATERAL IN ANY COMMERCIALLY REASONABLE MANNER