DEBENTURES AND TO SECURE THE COMPLETE AND TIMELY PAYMENT, PERFORMANCE AND
DISCHARGE IN FULL, AS THE CASE MAY BE, OF ALL OF THE OBLIGATIONS OF THE COMPANY
UNDER THE DEBENTURES, INCLUDING THE DEBENTURES, THE COMPANY, AND EACH
SUBSIDIARY, UNCONDITIONALLY AND IRREVOCABLY PLEDGES, GRANTS AND HYPOTHECATES TO
THE PURCHASERS A CONTINUING AND PERFECTED SECURITY INTEREST IN AND TO, A LIEN
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UPON AND A RIGHT OF SET-OFF AGAINST ALL OF THEIR RESPECTIVE RIGHT, TITLE AND
INTEREST OF WHATSOEVER KIND AND NATURE IN AND TO, ALL OF THE ASSETS OF THE
COMPANY AND ITS SUBSIDIARIES. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE
OBLIGATIONS OF THE COMPANY UNDER THE TRANSACTION DOCUMENTS, INCLUDING BUT NOT
LIMITED TO THE DEBENTURES, ARE SUBJECT TO SECURITY INTEREST GRANTED BY THE
COMPANY AND ITS SUBSIDIARIES PURSUANT TO THE SECURITY AGREEMENT, BY AND AMONG
THE COMPANY, ITS SUBSIDIARIES AND THE SECURED PARTIES THERETO AND THAT SUCH
OBLIGATIONS ARE "OBLIGATIONS" UNDER SUCH SECURITY AGREEMENT. THE COMPANY AND THE
SUBSIDIARIES SHALL TAKE ANY AND ALL ACTIONS REQUESTED BY THE PURCHASERS IN ORDER
TO GRANT THE PURCHASERS A FIRST PRIORITY SECURITY INTEREST IN THE ASSETS OF THE
COMPANY AND THE SUBSIDIARIES, INCLUDING ALL UCC-1 FILING RECEIPTS.
4.20
NOVEMBER PURCHASE AGREEMENT WAIVERS. SUBJECT TO THE TERMS AND
CONDITIONS HEREUNDER, EACH PURCHASER, IN ITS CAPACITY AS A PURCHASER UNDER THE
NOVEMBER PURCHASE AGREEMENT AND CONSTITUTING 96% IN INTEREST OF THE PURCHASERS
UNDER THE NOVEMBER PURCHASE AGREEMENT, HEREBY WAIVES THE RESTRICTIONS SET FORTH
IN SECTION 4.13(A) OF THE NOVEMBER PURCHASE AGREEMENT, SECTIONS 7(A), 7(B), 7(D)
AND 7(G) OF THE NOVEMBER DEBENTURES, SECTION 6(B) OF THE NOVEMBER REGISTRATION
RIGHTS AGREEMENT AND SECTION 4(B) OF THE NOVEMBER GUARANTEES, SOLELY WITH
RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY AND THE COMPANY'S OBLIGATIONS TO
THE PURCHASERS HEREUNDER AND UNDER THE OTHER TRANSACTION DOCUMENTS.
ARTICLE V.
MISCELLANEOUS
5.1
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED BY ANY PURCHASER,
AS TO SUCH PURCHASER'S OBLIGATIONS HEREUNDER ONLY AND WITHOUT ANY EFFECT
WHATSOEVER ON THE OBLIGATIONS BETWEEN THE COMPANY AND THE OTHER PURCHASERS, BY
WRITTEN NOTICE TO THE OTHER PARTIES, IF THE CLOSING HAS NOT BEEN CONSUMMATED ON
OR BEFORE DECEMBER 7, 2007; PROVIDED, HOWEVER, THAT SUCH TERMINATION WILL NOT
AFFECT THE RIGHT OF ANY PARTY TO SUE FOR ANY BREACH BY THE OTHER PARTY (OR
PARTIES).
5.2
FEES AND EXPENSES. AT THE CLOSING, THE COMPANY HAS AGREED TO
REIMBURSE ENABLE CAPITAL MANAGEMENT, LLC ("ENABLE") THE NON-ACCOUNTABLE SUM OF
$10,000 FOR ITS LEGAL FEES AND EXPENSES, NONE OF WHICH HAS BEEN PAID PRIOR TO
THE CLOSING. THE COMPANY SHALL DELIVER TO EACH PURCHASER, PRIOR TO THE CLOSING,
A COMPLETED AND EXECUTED COPY OF THE CLOSING STATEMENT ATTACHED HERETO AS ANNEX
A. EXCEPT AS EXPRESSLY SET FORTH IN THE TRANSACTION DOCUMENTS TO THE CONTRARY,
EACH PARTY SHALL PAY THE FEES AND EXPENSES OF ITS ADVISERS, COUNSEL, ACCOUNTANTS
AND OTHER EXPERTS, IF ANY, AND ALL OTHER EXPENSES INCURRED BY SUCH PARTY
INCIDENT TO THE NEGOTIATION, PREPARATION, EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT. THE COMPANY SHALL PAY ALL TRANSFER AGENT FEES, STAMP TAXES AND
OTHER TAXES