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 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 THE THEIR REASONABLE DISCRETION, DEEM ADVISABLE OR THE INVESTORS MAY
OTHERWISE RECOVER UPON THE COLLATERAL IN ANY COMMERCIALLY REASONABLE MANNER AS
THE INVESTORS, IN THEIR REASONABLE DISCRETION, DEEMS ADVISABLE.
EXCEPT AS TO
THAT PART OF THE COLLATERAL WHICH IS PERISHABLE OR THREATENS TO DECLINE SPEEDILY
IN NATURE OR IS OF A TYPE CUSTOMARILY SOLD ON A RECOGNIZED MARKET, THE
REQUIREMENT OF REASONABLE NOTICE SHALL BE MET IF SUCH NOTICE IS MAILED POSTAGE
PREPAID TO THE COMPANY AT THE COMPANY'S ADDRESS AS SHOWN IN THE INVESTORS'
RECORDS, AT LEAST TEN (10) DAYS BEFORE THE TIME OF THE EVENT OF WHICH NOTICE IS
BEING GIVEN.
THE INVESTORS MAY BE THE PURCHASER AT ANY SALE, IF IT IS PUBLIC.
UNTIL THE INVESTORS ARE ABLE TO EFFECT A SALE, LEASE, OR OTHER DISPOSITION OF
COLLATERAL, THE INVESTORS SHALL HAVE THE RIGHT TO USE OR OPERATE COLLATERAL, OR
ANY PART THEREOF, TO THE EXTENT REASONABLY APPROPRIATE FOR THE PURPOSE OF
PRESERVING COLLATERAL OR ITS VALUE OR FOR ANY OTHER