NOT THE OBLIGATION, TO
DELIVER TO COMPANY AGENT ITS OWN PROPOSED TERM
29
SHEET (THE "LAURUS TERM SHEET") SETTING FORTH THE TERMS AND CONDITIONS UPON
WHICH LAURUS WOULD BE WILLING TO PROVIDE SUCH ADDITIONAL FINANCING TO THE
ADDITIONAL FINANCING PARTIES.
THE LAURUS TERM SHEET SHALL CONTAIN TERMS NO LESS
FAVORABLE TO THE ADDITIONAL FINANCING PARTIES THAN THOSE OUTLINED IN PROPOSED
TERM SHEET.
LAURUS SHALL DELIVER TO COMPANY AGENT THE LAURUS TERM SHEET WITHIN
TEN BUSINESS DAYS OF RECEIPT OF EACH SUCH PROPOSED TERM SHEET.
IF THE
PROVISIONS OF THE LAURUS TERM SHEET ARE AT LEAST AS FAVORABLE TO THE ADDITIONAL
FINANCING PARTIES AS THE PROVISIONS OF THE PROPOSED TERM SHEET, THE ADDITIONAL
FINANCING PARTIES SHALL ENTER INTO AND CONSUMMATE THE ADDITIONAL FINANCING
TRANSACTION OUTLINED IN THE LAURUS TERM SHEET.
(II)
IT SHALL NOT, AND SHALL NOT PERMIT ITS SUBSIDIARIES TO, AGREE,
DIRECTLY OR INDIRECTLY, TO ANY RESTRICTION WITH ANY PERSON WHICH LIMITS THE
ABILITY OF LAURUS TO CONSUMMATE AN ADDITIONAL FINANCING WITH IT OR ANY OF ITS
SUBSIDIARIES.
(V)
PROHIBITION OF AMENDMENTS TO SUBORDINATED DEBT DOCUMENTATION.
IT
SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF LAURUS, AMEND, MODIFY OR IN ANY
WAY ALTER THE TERMS OF ANY OF THE SUBORDINATED DEBT DOCUMENTATION.
(W)
PROHIBITION OF GRANT OF COLLATERAL FOR SUBORDINATED DEBT
DOCUMENTATION.
IT SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF LAURUS, GRANT
OR PERMIT ANY 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.
(X)
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
THEREOF.
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 REASONABLY 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.
15.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF LAURUS.
LAURUS
HEREBY REPRESENTS, WARRANTS AND COVENANTS TO EACH COMPANY AS FOLLOWS:
(A)
REQUISITE POWER AND AUTHORITY; DUE EXECUTION.
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,