PURPOSE DEEMED APPROPRIATE
BY THE INVESTORS.
THE INVESTORS SHALL HAVE NO OBLIGATION TO THE
13
COMPANY TO MAINTAIN OR PRESERVE THE RIGHTS OF THE COMPANY AS AGAINST THIRD
PARTIES WITH RESPECT TO COLLATERAL WHILE COLLATERAL IS IN THE POSSESSION OF THE
INVESTORS.
EACH OF THE INVESTORS MAY, IF IT SO ELECTS, SEEK THE APPOINTMENT OF
A RECEIVER OR KEEPER TO TAKE POSSESSION OF COLLATERAL AND TO ENFORCE ANY OF THE
INVESTORS' REMEDIES WITH RESPECT TO SUCH APPOINTMENT WITHOUT PRIOR NOTICE OR
HEARING.
THE PROCEEDS OF SALE SHALL BE APPLIED FIRST TO ALL COSTS AND EXPENSES
OF SALE, INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES INCURRED BY ONE (1)
COUNSEL TO THE INVESTORS, AND SECOND TO THE PAYMENT (IN WHATEVER ORDER THE
INVESTORS ELECT) OF ALL OBLIGATIONS.
THE INVESTORS WILL RETURN ANY EXCESS TO
THE COMPANY AND THE COMPANY SHALL REMAIN LIABLE TO THE INVESTORS FOR ANY
DEFICIENCY.
SECTION 7.
MISCELLANEOUS.
7.1.
NO WAIVER; CUMULATIVE REMEDIES.
NO FAILURE OR
DELAY BY THE INVESTORS IN EXERCISING ANY RIGHT, POWER OR REMEDY UNDER THIS
AGREEMENT SHALL OPERATE AS A WAIVER THEREOF; NOR SHALL ANY SINGLE OR PARTIAL
EXERCISE OF ANY SUCH RIGHT, POWER OR REMEDY PRECLUDE ANY OTHER OR FURTHER
EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR REMEDY UNDER THIS
AGREEMENT.
THE REMEDIES PROVIDED IN THIS AGREEMENT ARE CUMULATIVE AND NOT
EXCLUSIVE OF ANY REMEDIES PROVIDED BY LAW.
7.2.
WAIVERS.
THE COMPANY WAIVES PRESENTMENT AND
PROTEST OF ANY INSTRUMENT AND NOTICE THEREOF, NOTICE OF DEFAULT AND ALL OTHER
NOTICES TO WHICH THE COMPANY MIGHT OTHERWISE BE ENTITLED (OTHER THAN SUCH
NOTICES REQUIRED BY THE PURCHASE AGREEMENT).
7.3.
SECURITY INTEREST ABSOLUTE.
ALL RIGHTS OF THE
INVESTORS HEREUNDER, THE SECURITY INTEREST AND ALL THE OBLIGATIONS SHALL BE
ABSOLUTE AND UNCONDITIONAL IRRESPECTIVE OF: (A) ANY LACK OF VALIDITY OR
ENFORCEABILITY OF THE PURCHASE AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, ANY
AGREEMENT WITH RESPECT TO ANY OF THE OBLIGATIONS OR ANY OTHER AGREEMENT OR
INSTRUMENT RELATING TO ANY OF THE FOREGOING; (B) ANY CHANGE IN THE TIME, MANNER
OR PLACE OF PAYMENT OF, OR IN ANY OTHER TERM OF, ALL OR ANY OF THE OBLIGATIONS,
OR ANY OTHER AMENDMENT OR WAIVER OF OR ANY CONSENT TO ANY DEPARTURE FROM THE
PURCHASE AGREEMENT, THE NOTES, ANY OTHER TRANSACTION DOCUMENT OR ANY OTHER
AGREEMENT OR INSTRUMENT; (C) ANY EXCHANGE, RELEASE OR NON-PERFECTION OF ANY LIEN
ON OTHER COLLATERAL, OR ANY RELEASE OR AMENDMENT OR WAIVER OF OR CONSENT UNDER
OR DEPARTURE FROM ANY GUARANTEE SECURING OR GUARANTEEING ALL OR ANY OF THE
OBLIGATIONS; OR (D) ANY OTHER CIRCUMSTANCE THAT MIGHT OTHERWISE CONSTITUTE A
DEFENSE AVAILABLE TO, OR A DISCHARGE OF, THE COMPANY IN RESPECT OF THE
OBLIGATIONS.
7.4.
AMENDMENTS, ETC.
NO AMENDMENT, MODIFICATION,
TERMINATION OR WAIVER OF ANY PROVISION OF THIS AGREEMENT OR CONSENT TO ANY
DEPARTURE BY THE COMPANY THEREFROM OR ANY RELEASE OF A LIEN SHALL BE EFFECTIVE
UNLESS THE SAME SHALL BE IN WRITING AND SIGNED BY THE COMPANY AND THE MAJORITY
PURCHASERS, AND THEN SUCH WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY