OF ITS SUBSIDIARIES TO GRANT TO ANY
PERSON ANY COLLATERAL OF SUCH COMPANY OR ANY COLLATERAL OF ANY OF ITS
SUBSIDIARIES AS SECURITY FOR ANY OBLIGATION ARISING UNDER THE SUBORDINATED DEBT
DOCUMENTATION.
(Y)
PROHIBITIONS OF PAYMENT UNDER SUBORDINATED
DEBT DOCUMENTATION.
NEITHER IT NOR ANY OF ITS SUBSIDIARIES SHALL, WITHOUT THE
PRIOR WRITTEN CONSENT OF LAURUS, MAKE ANY PAYMENTS IN RESPECT OF THE
INDEBTEDNESS EVIDENCED BY THE SUBORDINATED DEBT DOCUMENTATION, OTHER THAN AS
EXPRESSLY PERMITTED BY THE TERMS OF THE APPLICABLE SUBORDINATION AGREEMENT.
14.
FURTHER ASSURANCES.
AT ANY TIME AND FROM
TIME TO TIME, UPON THE WRITTEN REQUEST OF LAURUS AND AT THE SOLE EXPENSE OF
COMPANIES, EACH COMPANY SHALL PROMPTLY AND DULY EXECUTE AND DELIVER ANY AND ALL
SUCH FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE SUCH FURTHER ACTION AS LAURUS
MAY REQUEST (A) TO OBTAIN THE FULL BENEFITS OF THIS AGREEMENT AND THE ANCILLARY
AGREEMENTS, (B) TO PROTECT, PRESERVE AND MAINTAIN LAURUS' RIGHTS IN THE
COLLATERAL AND UNDER THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, AND/OR (C) TO
ENABLE LAURUS TO EXERCISE ALL OR ANY OF THE RIGHTS AND POWERS HEREIN GRANTED OR
ANY ANCILLARY AGREEMENT.
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15.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF
LAURUS.
LAURUS HEREBY REPRESENTS, WARRANTS AND COVENANTS TO EACH COMPANY AS
FOLLOWS:
(A)
REQUISITE POWER AND AUTHORITY.
LAURUS HAS
ALL NECESSARY POWER AND AUTHORITY UNDER ALL APPLICABLE PROVISIONS OF LAW TO
EXECUTE AND DELIVER THIS AGREEMENT AND THE ANCILLARY AGREEMENTS AND TO CARRY OUT
THEIR PROVISIONS.
ALL CORPORATE ACTION ON LAURUS' PART REQUIRED FOR THE LAWFUL
EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE ANCILLARY AGREEMENTS HAVE BEEN
OR WILL BE EFFECTIVELY TAKEN PRIOR TO THE CLOSING DATE.
UPON THEIR EXECUTION
AND DELIVERY, THIS AGREEMENT AND THE ANCILLARY AGREEMENTS SHALL BE VALID AND
BINDING OBLIGATIONS OF LAURUS, ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS,
EXCEPT (A) AS LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR OTHER LAWS OF GENERAL APPLICATION AFFECTING ENFORCEMENT OF
CREDITORS' RIGHTS, AND (B) AS LIMITED BY GENERAL PRINCIPLES OF EQUITY THAT
RESTRICT THE AVAILABILITY OF EQUITABLE AND LEGAL REMEDIES.
(B)
INVESTMENT REPRESENTATIONS.
LAURUS
UNDERSTANDS THAT THE SECURITIES ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM
REGISTRATION CONTAINED IN THE SECURITIES ACT BASED IN PART UPON LAURUS'
REPRESENTATIONS CONTAINED IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THAT
LAURUS IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF REGULATION D UNDER THE
SECURITIES ACT.
LAURUS HAS RECEIVED OR HAS HAD FULL ACCESS TO ALL THE
INFORMATION IT CONSIDERS NECESSARY OR APPROPRIATE TO MAKE AN INFORMED INVESTMENT
DECISION WITH RESPECT TO THE NOTES TO BE ISSUED TO IT UNDER THIS AGREEMENT AND
THE SECURITIES ACQUIRED BY IT UPON THE CONVERSION OF THE NOTES.
(C)
LAURUS BEARS ECONOMIC RISK.
LAURUS HAS
SUBSTANTIAL EXPERIENCE IN EVALUATING AND INVESTING IN PRIVATE PLACEMENT
TRANSACTIONS OF SECURITIES IN COMPANIES SIMILAR TO THE PARENT SO THAT IT IS
CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT IN THE PARENT AND
HAS THE CAPACITY TO PROTECT ITS OWN INTERESTS.
LAURUS MUST BEAR THE ECONOMIC
RISK OF THIS INVESTMENT UNTIL THE SECURITIES ARE SOLD PURSUANT