SUCH MERGER OR
CONSOLIDATION, (2) NO EVENT OF DEFAULT SHALL EXIST IMMEDIATELY PRIOR TO AND
AFTER GIVING EFFECT TO SUCH MERGER OR CONSOLIDATION, (3) COMPANY SHALL HAVE
PROVIDED LAURUS COPIES OF ALL DOCUMENTATION RELATING TO SUCH MERGER OR
CONSOLIDATION AND (4) COMPANY SHALL HAVE PROVIDED LAURUS WITH AT LEAST THIRTY
(30) DAYS' PRIOR WRITTEN NOTICE OF SUCH MERGER OR CONSOLIDATION; (X) MATERIALLY
CHANGE THE NATURE OF THE BUSINESS IN WHICH IT IS PRESENTLY ENGAGED; (XI) CHANGE
ITS FISCAL YEAR OR MAKE ANY CHANGES IN ACCOUNTING TREATMENT AND REPORTING
PRACTICES WITHOUT PRIOR WRITTEN NOTICE TO LAURUS EXCEPT AS REQUIRED BY GAAP OR
IN THE TAX REPORTING TREATMENT OR EXCEPT AS REQUIRED BY LAW; (XII) ENTER INTO
ANY TRANSACTION WITH ANY EMPLOYEE, DIRECTOR OR AFFILIATE, EXCEPT IN THE ORDINARY
COURSE ON ARMS-LENGTH TERMS; OR (XIII) BILL ACCOUNTS UNDER ANY NAME EXCEPT THE
PRESENT NAME OF COMPANY OR ITS EXISTING SUBSIDIARIES.
15
(F)
NONE OF THE PROCEEDS OF THE LOANS HEREUNDER WILL BE USED DIRECTLY
OR INDIRECTLY TO "PURCHASE" OR "CARRY" "MARGIN STOCK" OR TO REPAY INDEBTEDNESS
INCURRED TO "PURCHASE" OR "CARRY" "MARGIN STOCK" WITHIN THE RESPECTIVE MEANINGS
OF EACH OF THE QUOTED TERMS UNDER REGULATION U OF THE BOARD OF GOVERNORS OF THE
FEDERAL RESERVE SYSTEM AS NOW AND FROM TIME TO TIME HEREAFTER IN EFFECT.
(G)
COMPANY WILL BEAR THE FULL RISK OF LOSS FROM ANY LOSS OF ANY NATURE
WHATSOEVER WITH RESPECT TO THE COLLATERAL.
AT COMPANY'S OWN COST AND EXPENSE IN
AMOUNTS AND WITH CARRIERS ACCEPTABLE TO LAURUS, COMPANY SHALL (I) KEEP ALL ITS
INSURABLE PROPERTIES AND PROPERTIES IN WHICH IT HAS AN INTEREST INSURED AGAINST
THE HAZARDS OF FIRE,
SPRINKLER LEAKAGE, THOSE HAZARDS COVERED BY EXTENDED
COVERAGE INSURANCE AND SUCH OTHER HAZARDS, AND FOR SUCH AMOUNTS, AS IS CUSTOMARY
IN THE CASE OF COMPANIES ENGAGED IN BUSINESSES SIMILAR TO COMPANY'S INCLUDING
BUSINESS INTERRUPTION INSURANCE; (II) MAINTAIN A BOND IN SUCH AMOUNTS AS IS
CUSTOMARY IN THE CASE OF COMPANIES ENGAGED IN BUSINESSES SIMILAR TO COMPANY'S
INSURING AGAINST LARCENY, EMBEZZLEMENT OR OTHER CRIMINAL MISAPPROPRIATION OF
INSURED'S OFFICERS AND EMPLOYEES WHO MAY EITHER SINGLY OR JOINTLY WITH OTHERS AT
ANY TIME HAVE ACCESS TO THE ASSETS OR FUNDS OF COMPANY EITHER DIRECTLY OR
THROUGH GOVERNMENTAL AUTHORITY TO DRAW UPON SUCH FUNDS OR TO DIRECT GENERALLY
THE DISPOSITION OF SUCH ASSETS; (III) MAINTAIN PUBLIC AND PRODUCT LIABILITY
INSURANCE AGAINST CLAIMS FOR PERSONAL INJURY, DEATH OR PROPERTY DAMAGE SUFFERED
BY OTHERS; (IV) MAINTAIN ALL SUCH WORKER'S COMPENSATION OR SIMILAR INSURANCE AS
MAY BE REQUIRED UNDER THE LAWS OF ANY STATE OR JURISDICTION IN WHICH COMPANY IS
ENGAGED IN BUSINESS; AND (V) FURNISH LAURUS WITH (X) CERTIFICATES AS TO ALL SUCH
INSURANCE COVERAGES AND EVIDENCE OF THE MAINTENANCE OF SUCH POLICIES BEFORE ANY
EXPIRATION DATE, (Y) ENDORSEMENTS TO SUCH POLICIES NAMING LAURUS AS "CO-INSURED"
OR "ADDITIONAL INSURED" AND APPROPRIATE LOSS PAYABLE ENDORSEMENTS (EXCEPT WITH
RESPECT TO THE PREMISES) IN FORM AND SUBSTANCE SATISFACTORY TO LAURUS, NAMING
LAURUS AS LOSS PAYEE, AND (Z) EVIDENCE THAT AS TO LAURUS THE INSURANCE COVERAGE
SHALL NOT