TO
SECURED PARTY OF ALL AMOUNTS PROVIDED BY CLAUSES (A), (B) AND (C) PRECEDING, ALL
PAYMENTS OTHERWISE PAYABLE IN ACCORDANCE WITH THIS AGREEMENT SHALL BE PAID
PURSUANT TO THE PROVISIONS OF THIS SECTION 7.
SECURED PARTY SHALL HAVE NO
OBLIGATION TO LAURUS, COAST OR THE DEBTOR FOR THE PAYMENT OF ANY AMOUNTS
SPECIFIED IN THE LAURUS PAYMENT LETTER OR FOR MONIES DUE, IF ANY, HEREUNDER TO
COAST OR THE DEBTOR.
SECTION 8.
DEFICIENCY.
DEBTOR SHALL REMAIN AND BE
LIABLE FOR ANY DEFICIENCY, IF ANY, OWING BY DEBTOR TO SECURED PARTY AFTER
PAYMENT TO SECURED PARTY AND APPLICATIONS AS PROVIDED BY SECTION 7.
DEBTOR'S
INDEBTEDNESS AND OBLIGATIONS SHALL BE REDUCED SOLELY AS A RESULT OF APPLICATION
OF CASH PROCEEDS AS PROVIDED BY SECTION 7.
NOTHING HEREIN CONSTITUTES AN ACCORD
AND SATISFACTION OF DEBTOR'S INDEBTEDNESS AND OBLIGATIONS NOW OR HEREAFTER OWING
BY DEBTOR TO SECURED PARTY UNDER THE LOAN AND SECURITY AGREEMENT.
SECTION 9
REPRESENTATIONS.
SECTION 9.1
REPRESENTATIONS BY BUYER.
THE
BUYER REPRESENTS AND WARRANTS TO THE SECURED PARTY AS FOLLOWS:
(A)
CORPORATE ORGANIZATION.
BUYER IS A LIMITED PARTNERSHIP DULY ORGANIZED AND EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE STATE OF DELAWARE.
(B)
AUTHORIZATION.
THE
EXECUTION, DELIVERY, AND PERFORMANCE BY BUYER OF THIS AGREEMENT HAS BEEN DULY
AUTHORIZED BY ALL NECESSARY ACTION ON THE PART OF BUYER.
(C)
NONCONTRAVENTION.
THE EXECUTION,
DELIVERY, AND PERFORMANCE BY BUYER OF THIS AGREEMENT
DOES NOT AND WILL NOT
(I) VIOLATE BUYER'S ORGANIZATIONAL DOCUMENTS OR ANY LAW APPLICABLE TO BUYER,
(II) RESULT IN A BREACH OF OR CONSTITUTE (WITH NOTICE OR PASSAGE OF TIME OR
BOTH) A DEFAULT UNDER ANY CONTRACTUAL OBLIGATION OF BUYER OR (III) REQUIRE ANY
APPROVAL OF ANY PERSON OTHER THAN CONSENTS OR APPROVALS WHICH HAVE BEEN
OBTAINED.
(D)
VALIDITY.
THIS AGREEMENT, WHEN EXECUTED
AND DELIVERED BY THE PARTIES HERETO, WILL BE THE LEGALLY VALID AND BINDING
OBLIGATIONS OF BUYER, ENFORCEABLE AGAINST BUYER IN ACCORDANCE WITH ITS
RESPECTIVE TERMS, EXCEPT AS ENFORCEMENT MAY BE LIMITED BY EQUITABLE PRINCIPLES
OR BY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM, OR SIMILAR LAWS
RELATING TO OR LIMITING CREDITORS' RIGHTS GENERALLY.
(E)
INVESTIGATION.
BUYER HAS COMPLETED ITS
OWN INDEPENDENT INVESTIGATION OF THE PURCHASED ASSETS.
EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN SECTION 9.2, BUYER IS RELYING SOLELY ON THE INVESTIGATION
OF THE PURCHASED ASSETS CONDUCTED BY IT AND NOT ON ANY INFORMATION (WHETHER
WRITTEN OR ORAL) PROVIDED BY SECURED PARTY.
BUYER HAS REVIEWED, OR HAD THE
OPPORTUNITY TO REVIEW, ALL DOCUMENTATION EVIDENCING OR RELATING TO THE PURCHASED
ASSETS.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 9.2, NO
REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE PURCHASED ASSETS, VERBAL OR
OTHERWISE, HAVE BEEN MADE TO BUYER BY SECURED PARTY OR BY ANY AGENT, EMPLOYEE OR
AFFILIATE OF SECURED PARTY AND IN ENTERING INTO THIS TRANSACTION BUYER IS NOT
RELYING UPON ANY INFORMATION OTHER THAN THE RESULTS OF ITS OWN INDEPENDENT
INVESTIGATION.
SECTION 9.2
REPRESENTATIONS BY SECURED
PARTY.
THE SECURED PARTY HEREBY REPRESENTS AND WARRANTS TO THE BUYER AS
FOLLOWS:
(A)
CORPORATE ORGANIZATION.
SECURED PARTY IS
DULY ORGANIZED AND EXISTING AND