MEMBER TO THE COMPANY
IN AMOUNTS SUFFICIENT TO PAY PRINCIPAL AND INTEREST ON THE NOTES AS AND WHEN
DUE.
ARTICLE 6
REPRESENTATIONS AND
WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants as follows:
6.01
AUTHORIZATION; NO CONTRAVENTION.
THE EXECUTION,
DELIVERY AND PERFORMANCE BY IT OF THIS AGREEMENT: (A) IS WITHIN ITS POWER AND
AUTHORITY AND HAS BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION; (B)
DOES NOT CONTRAVENE THE TERMS OF ITS ORGANIZATIONAL DOCUMENTS OR ANY AMENDMENT
THEREOF; AND (C) WILL NOT VIOLATE, CONFLICT WITH OR RESULT IN ANY BREACH OR
CONTRAVENTION OF ANY OF ITS CONTRACTUAL OBLIGATIONS, OR ANY ORDER OR DECREE
DIRECTLY RELATING TO IT.
6.02
BINDING EFFECT.
THIS AGREEMENT HAS BEEN DULY
EXECUTED AND DELIVERED BY IT AND THIS AGREEMENT CONSTITUTES ITS LEGAL, VALID AND
BINDING OBLIGATION, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS, EXCEPT
AS ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, OR
SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY OR BY
EQUITABLE PRINCIPLES RELATING TO ENFORCEABILITY.
6.03
NO LEGAL BAR.
THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT BY IT WILL NOT VIOLATE ANY REQUIREMENT OF LAW
APPLICABLE TO IT.
6.04
PURCHASE FOR OWN ACCOUNT.
THE PURCHASER IS AN
ACCREDITED INVESTOR AS DEFINED IN RULE 501 OF REGULATION D UNDER THE SECURITIES
ACT.
THE NOTE TO BE ACQUIRED BY IT PURSUANT TO THIS AGREEMENT IS BEING OR WILL
BE ACQUIRED FOR ITS OWN ACCOUNT AND WITH NO INTENTION OF DISTRIBUTING OR
RESELLING SUCH SECURITY OR ANY PART THEREOF IN ANY TRANSACTION THAT WOULD BE IN
VIOLATION OF THE SECURITIES LAWS OF THE UNITED STATES OF AMERICA, OR ANY STATE,
WITHOUT PREJUDICE, HOWEVER, TO ITS RIGHT AT ALL TIMES TO SELL OR OTHERWISE
DISPOSE OF ALL OR ANY PART OF THE NOTE, UNDER AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, OR UNDER AN EXEMPTION FROM SUCH REGISTRATION
AVAILABLE UNDER THE SECURITIES ACT, AND SUBJECT, NEVERTHELESS, TO THE
DISPOSITION OF ITS PROPERTY BEING AT ALL TIMES WITHIN ITS CONTROL.
IF THE
PURCHASER SHOULD IN THE FUTURE DECIDE TO
32
DISPOSE OF ANY PART OF SUCH SECURITIES, IT UNDERSTANDS AND AGREES THAT IT MAY DO
SO ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS, AS THEN IN EFFECT.
IT AGREES TO THE IMPRINTING OF A LEGEND ON
CERTIFICATES REPRESENTING SUCH SECURITIES TO THE FOLLOWING EFFECT:
"THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS."
6.05
CORPORATE EXISTENCE AND POWER.
THE PURCHASER IS A
DULY ORGANIZED AND VALIDLY EXISTING DELAWARE CORPORATION AND IN GOOD STANDING
UNDER THE STATE OF DELAWARE.
6.06
BROKER'S, FINDER'S OR SIMILAR FEES.
THERE ARE NO
BROKERAGE COMMISSIONS, FINDER'S FEES OR SIMILAR FEES OR COMMISSIONS PAYABLE IN
CONNECTION WITH THE TRANSACTIONS