WHETHER UNDER, PURSUANT TO OR EVIDENCED BY A NOTE, AGREEMENT,
GUARANTY, INSTRUMENT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, OBLIGATIONS
AND LIABILITIES OF EACH ASSIGNOR FOR POST-PETITION INTEREST, FEES, COSTS AND
CHARGES THAT ACCRUE AFTER THE COMMENCEMENT OF ANY CASE BY OR AGAINST SUCH
ASSIGNOR UNDER ANY BANKRUPTCY, INSOLVENCY, REORGANIZATION OR LIKE PROCEEDING
(COLLECTIVELY, THE "DEBTOR RELIEF LAWS") IN EACH CASE, IRRESPECTIVE OF THE
GENUINENESS, VALIDITY, REGULARITY OR ENFORCEABILITY OF SUCH OBLIGATIONS, OR OF
ANY INSTRUMENT EVIDENCING ANY OF THE OBLIGATIONS OR OF ANY COLLATERAL THEREFOR
OR OF THE EXISTENCE OR EXTENT OF SUCH COLLATERAL, AND IRRESPECTIVE OF THE
ALLOWABILITY, ALLOWANCE OR DISALLOWANCE OF ANY OR ALL OF THE OBLIGATIONS IN ANY
CASE COMMENCED BY OR AGAINST ANY ASSIGNOR UNDER ANY DEBTOR RELIEF LAW.
3.
EACH ASSIGNOR HEREBY JOINTLY AND
SEVERALLY REPRESENTS, WARRANTS AND COVENANTS TO LAURUS THAT:
(A)
IT IS A CORPORATION, PARTNERSHIP OR LIMITED
LIABILITY COMPANY, AS THE CASE MAY BE, VALIDLY EXISTING, IN GOOD STANDING AND
FORMED UNDER THE RESPECTIVE LAWS OF ITS JURISDICTION OF FORMATION SET FORTH ON
SCHEDULE A, AND EACH ASSIGNOR WILL PROVIDE LAURUS THIRTY (30) DAYS' PRIOR
WRITTEN NOTICE OF ANY CHANGE IN ANY OF ITS RESPECTIVE JURISDICTION OF FORMATION;
(B)
ITS LEGAL NAME IS AS SET FORTH IN ITS
CERTIFICATE OF INCORPORATION OR OTHER ORGANIZATIONAL DOCUMENT (AS APPLICABLE) AS
AMENDED THROUGH THE DATE HEREOF AND AS SET FORTH ON SCHEDULE A, AND IT WILL
PROVIDE LAURUS THIRTY (30) DAYS' PRIOR WRITTEN NOTICE OF ANY CHANGE IN ITS LEGAL
NAME;
(C)
ITS ORGANIZATIONAL IDENTIFICATION NUMBER
(IF APPLICABLE) IS AS SET FORTH ON SCHEDULE A HERETO, AND IT WILL PROVIDE LAURUS
THIRTY (30) DAYS' PRIOR WRITTEN NOTICE OF ANY CHANGE IN ITS ORGANIZATIONAL
IDENTIFICATION NUMBER;
(D)
IT IS THE LAWFUL OWNER OF ITS COLLATERAL AND
IT HAS THE SOLE RIGHT TO GRANT A SECURITY INTEREST THEREIN AND WILL DEFEND THE
COLLATERAL AGAINST ALL CLAIMS AND DEMANDS OF ALL PERSONS AND ENTITIES;
(E)
IT WILL KEEP ITS COLLATERAL FREE AND CLEAR
OF ALL ATTACHMENTS, LEVIES, TAXES, LIENS, SECURITY INTERESTS AND ENCUMBRANCES OF
EVERY KIND AND NATURE ("ENCUMBRANCES"), EXCEPT (I) ENCUMBRANCES SECURING THE
OBLIGATIONS AND (II) ENCUMBRANCES SECURING INDEBTEDNESS OF EACH SUCH ASSIGNOR
(I) NOT TO EXCEED $50,000 IN THE AGGREGATE FOR ALL SUCH ASSIGNORS SO LONG AS ALL
SUCH ENCUMBRANCES ARE REMOVED OR OTHERWISE RELEASED TO LAURUS' SATISFACTION
WITHIN TEN (10) DAYS OF THE CREATION THEREOF; OR (II) INDEBTEDNESS OF AN
ASSIGNOR TO EACH OF
BRIDGE BANK AND COMERICA BANK AS SET FORTH ON
SCHEDULE 3(E) ATTACHED HERETO;
2
(F)
IT WILL, AT ITS AND THE OTHER ASSIGNORS'
JOINT AND SEVERAL COST AND EXPENSE KEEP THE COLLATERAL IN GOOD STATE OF REPAIR
(ORDINARY WEAR AND TEAR EXCEPTED) AND WILL NOT WASTE OR DESTROY THE SAME OR ANY
PART THEREOF OTHER THAN ORDINARY COURSE DISCARDING OF ITEMS NO LONGER USED OR
USEFUL IN ITS OR SUCH OTHER ASSIGNORS' BUSINESS;
(G)
IT WILL NOT, WITHOUT LAURUS' PRIOR WRITTEN
CONSENT, SELL, EXCHANGE, LEASE OR OTHERWISE DISPOSE OF ANY COLLATERAL, WHETHER
BY SALE, LEASE OR OTHERWISE, EXCEPT FOR THE SALE