THE COMPANY, EACH OF BERG AND THE PURCHASERS AGREES THAT THE
OTHER'S "SECURED OBLIGATIONS" SHALL INCLUDE WITHOUT LIMITATION ALL INDEBTEDNESS,
LIABILITIES AND OBLIGATIONS INCURRED BY THE COMPANY IN ANY SUCH PROCEEDING, AND
THE OTHER'S "COLLATERAL" SHALL INCLUDE WITHOUT LIMITATION ALL COLLATERAL ARISING
DURING ANY SUCH PROCEEDING, AND THIS AGREEMENT SHALL CONTINUE TO APPLY DURING
ANY SUCH PROCEEDING.
9.
NOTICES OF DEFAULT; CONSULTATION.
BERG AND THE PURCHASERS
AGREE TO USE THEIR BEST EFFORTS TO GIVE TO THE OTHER COPIES OF ANY WRITTEN
NOTICE OF THE OCCURRENCE OR EXISTENCE OF AN EVENT OF DEFAULT SENT TO THE
COMPANY, SIMULTANEOUSLY WITH THE SENDING OF SUCH NOTICE TO THE COMPANY, AND TO
CONSULT WITH EACH OTHER FOR A REASONABLE PERIOD, NOT TO EXCEED 60 DAYS, AS TO
ENFORCEMENT OF THEIR RESPECTIVE REMEDIES AGAINST THE COMPANY AND ITS PROPERTY,
BUT THE FAILURE TO DO SO SHALL NOT AFFECT THE VALIDITY OF SUCH NOTICE OR CREATE
A CAUSE OF ACTION AGAINST OR LIABILITY ON THE PART OF
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THE PARTY FAILING TO GIVE SUCH NOTICE, NOR SHALL IT CREATE ANY CLAIM OR RIGHT ON
BEHALF OF THE OTHER PARTY, THE COMPANY OR ANY THIRD PARTY.
THE SENDING OF SUCH
NOTICE SHALL NOT GIVE THE RECIPIENT THE OBLIGATION TO CURE SUCH DEFAULT OR EVENT
OF DEFAULT.
10.
NO CONTEST.
NEITHER BERG NOR THE PURCHASERS SHALL CONTEST THE
VALIDITY, PERFECTION, PRIORITY OR ENFORCEABILITY OF ANY LIEN OR SECURITY
INTEREST GRANTED TO THE OTHER, AND EACH AGREES TO COOPERATE IN THE DEFENSE OF
ANY ACTION CONTESTING THE VALIDITY, PERFECTION, PRIORITY OR ENFORCEABILITY OF
SUCH LIENS OR SECURITY INTEREST AT THE COST OF THE PARTY DEFENDING SUCH ACTION.
11.
FINANCIAL CONDITION OF COMPANY.
BERG AND THE PURCHASERS ARE EACH
PRESENTLY INFORMED OF THE FINANCIAL CONDITION OF THE COMPANY AND OF ALL OTHER
CIRCUMSTANCES WHICH A DILIGENT INQUIRY WOULD REVEAL AND WHICH BEAR UPON THE RISK
OF NON-PAYMENT OF THE SECURED OBLIGATIONS OWING TO THEM.
BERG AND THE
PURCHASERS EACH WAIVE ANY RIGHT TO REQUIRE THE OTHER TO DISCLOSE TO IT ANY
INFORMATION WHICH THE OTHER MAY NOW OR HEREAFTER ACQUIRE CONCERNING THE COMPANY.
12.
WAIVER OF JURY TRIAL.
THE PURCHASERS AND BERG EACH HEREBY WAIVE THE
RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF,
OR IN ANY WAY RELATING TO:
(I) THIS AGREEMENT; OR (II) ANY OTHER PRESENT OR
FUTURE INSTRUMENT OR AGREEMENT BETWEEN THE PURCHASERS AND BERG RELATING TO THE
COMPANY; OR (III) ANY CONDUCT, ACTS OR OMISSIONS OF THE PURCHASERS OR BERG OR
ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER
PERSONS AFFILIATED WITH THE PURCHASERS OR BERG, RELATING TO THE COMPANY, IN EACH
OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE.
13.
GENERAL.
BERG AND THE PURCHASERS ARE NOT IN ANY MANNER TO BE
CONSTRUED TO BE PARTNERS OR JOINT VENTURERS OR TO HAVE ANY OTHER LEGAL
RELATIONSHIP OTHER THAN AS EXPRESSLY SET FORTH IN WRITTEN AGREEMENTS BETWEEN
THEM.
BERG AND THE PURCHASERS EACH AGREE TO EXECUTE ALL SUCH DOCUMENTS AND
INSTRUMENTS