PERFORM ITS RELATED OBLIGATIONS
WITHIN THE PERIODS THEREIN PROVIDED, THEN SUCH BUYER MAY RESCIND OR WITHDRAW, IN
ITS SOLE DISCRETION FROM TIME TO TIME UPON WRITTEN NOTICE TO THE COMPANY, ANY
RELEVANT NOTICE, DEMAND OR ELECTION IN WHOLE OR IN PART WITHOUT PREJUDICE TO ITS
FUTURE ACTIONS AND RIGHTS.
P.
PAYMENT SET ASIDE.
TO THE EXTENT THAT
THE COMPANY OR ANY OF ITS SUBSIDIARIES MAKES A PAYMENT OR PAYMENTS TO A BUYER
PURSUANT TO THIS AGREEMENT, THE NOTES, THE SHARES, THE GUARANTY OR ANY OTHER
TRANSACTION DOCUMENT OR A BUYER ENFORCES OR EXERCISES ITS RIGHTS HEREUNDER OR
THEREUNDER, AND SUCH PAYMENT OR PAYMENTS OR THE PROCEEDS OF SUCH ENFORCEMENT OR
EXERCISE OR ANY PART THEREOF ARE SUBSEQUENTLY INVALIDATED, DECLARED TO BE
FRAUDULENT OR PREFERENTIAL, SET ASIDE, RECOVERED FROM, DISGORGED BY OR ARE
REQUIRED TO BE REFUNDED, REPAID OR OTHERWISE RESTORED TO THE COMPANY OR ANY OF
ITS SUBSIDIARIES, BY A TRUSTEE, RECEIVER OR ANY OTHER PERSON UNDER ANY LAW
(INCLUDING ANY BANKRUPTCY LAW, STATE OR FEDERAL LAW, COMMON LAW OR EQUITABLE
CAUSE OF ACTION), THEN TO THE EXTENT OF ANY SUCH RESTORATION THE OBLIGATION OR
PART THEREOF ORIGINALLY INTENDED TO BE SATISFIED SHALL BE REVIVED AND CONTINUED
IN FULL FORCE AND EFFECT AS IF SUCH PAYMENT HAD NOT BEEN MADE OR SUCH
ENFORCEMENT OR SETOFF HAD NOT OCCURRED.
Q.
INDEPENDENT NATURE OF BUYERS.
THE
OBLIGATIONS OF EACH BUYER HEREUNDER ARE SEVERAL AND NOT JOINT WITH THE
OBLIGATIONS OF ANY OTHER BUYER, AND NO BUYER SHALL BE RESPONSIBLE IN ANY WAY FOR
THE PERFORMANCE OF THE OBLIGATIONS OF ANY OTHER BUYER HEREUNDER.
EACH BUYER
SHALL BE RESPONSIBLE ONLY FOR ITS OWN REPRESENTATIONS, WARRANTIES, AGREEMENTS
AND COVENANTS HEREUNDER.
THE DECISION OF EACH BUYER TO PURCHASE THE SECURITIES
PURSUANT TO THIS AGREEMENT HAS BEEN MADE BY SUCH BUYER INDEPENDENTLY OF ANY
OTHER BUYER AND INDEPENDENTLY OF ANY INFORMATION, MATERIALS, STATEMENTS OR
OPINIONS AS TO THE BUSINESS, AFFAIRS, OPERATIONS, ASSETS, PROPERTIES,
LIABILITIES, RESULTS OF OPERATIONS, CONDITION (FINANCIAL OR OTHERWISE) OR
PROSPECTS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES WHICH MAY HAVE BEEN MADE OR
GIVEN BY ANY OTHER BUYER OR BY ANY AGENT OR EMPLOYEE OF ANY OTHER BUYER, AND NO
BUYER OR ANY OF ITS AGENTS OR EMPLOYEES SHALL HAVE ANY LIABILITY TO ANY OTHER
BUYER (OR ANY OTHER PERSON OR ENTITY) RELATING TO OR ARISING FROM ANY SUCH
INFORMATION, MATERIALS, STATEMENTS OR OPINIONS.
NOTHING CONTAINED HEREIN, AND
NO ACTION TAKEN BY ANY BUYER PURSUANT HERETO OR THERETO, SHALL BE DEEMED TO
CONSTITUTE THE BUYERS AS A PARTNERSHIP, AN ASSOCIATION, A JOINT VENTURE OR ANY
OTHER KIND OF ENTITY, OR CREATE A PRESUMPTION THAT THE BUYERS ARE IN ANY WAY
ACTING IN CONCERT OR AS A GROUP WITH RESPECT TO SUCH OBLIGATIONS OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
EACH BUYER SHALL BE ENTITLED TO INDEPENDENTLY
PROTECT AND ENFORCE ITS RIGHTS, INCLUDING THE RIGHTS ARISING OUT OF THIS
AGREEMENT, THE NOTES, THE SHARES, AND THE OTHER TRANSACTION DOCUMENTS, AND IT
SHALL NOT BE NECESSARY FOR ANY OTHER BUYER TO BE JOINED AS AN ADDITIONAL