EXPRESSLY AGREED TO BY LAURUS OR
UNLESS AND UNTIL SUCH DISCLOSURE IS REQUIRED BY LAW OR APPLICABLE REGULATION,
AND THEN ONLY TO THE EXTENT OF SUCH REQUIREMENT.
NOTWITHSTANDING THE FOREGOING,
EACH COMPANY AND ITS SUBSIDIARIES MAY DISCLOSE LAURUS' IDENTITY AND THE TERMS OF
THIS AGREEMENT TO ITS CURRENT AND PROSPECTIVE DEBT AND EQUITY FINANCING SOURCES.
(L)
REQUIRED APPROVALS.
IT SHALL NOT, AND
SHALL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, WITHOUT THE PRIOR WRITTEN CONSENT
OF LAURUS, (I) CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY INDEBTEDNESS
(EXCLUSIVE OF TRADE DEBT, EARN OUT OBLIGATIONS OF THE COMPANIES SET FORTH ON
SCHEDULE 13(L), EARN OUT OBLIGATIONS OF THE COMPANIES INCURRED AFTER THE DATE
HEREOF PURSUANT TO ACQUISITIONS BY THE COMPANIES APPROVED, IN EACH CASE, IN
WRITING BY LAURUS AND SUBORDINATED DEBT) WHETHER SECURED OR UNSECURED OTHER THAN
EACH COMPANY'S INDEBTEDNESS TO LAURUS AND AS SET FORTH ON
SCHEDULE 13(L)(I) ATTACHED HERETO AND MADE A PART HEREOF; (II) CANCEL ANY DEBT
OWING TO IT IN EXCESS OF $50,000 IN THE AGGREGATE DURING ANY 12 MONTH PERIOD;
(III) EXCEPT AS SET FORTH IN
26
SCHEDULE 13(L)(III), ASSUME, GUARANTEE, ENDORSE OR OTHERWISE BECOME DIRECTLY OR
CONTINGENTLY LIABLE IN CONNECTION WITH ANY OBLIGATIONS OF ANY OTHER PERSON,
EXCEPT THE ENDORSEMENT OF NEGOTIABLE INSTRUMENTS BY IT OR ITS SUBSIDIARIES FOR
DEPOSIT OR COLLECTION OR SIMILAR TRANSACTIONS IN THE ORDINARY COURSE OF
BUSINESS; (IV) EXCEPT AS SET FORTH IN SCHEDULE 13(1)(IV), DIRECTLY OR INDIRECTLY
DECLARE, PAY OR MAKE ANY CASH DIVIDEND OR DISTRIBUTION ON ANY CLASS OF ITS STOCK
OR APPLY ANY OF ITS FUNDS, PROPERTY OR ASSETS TO THE PURCHASE, REDEMPTION OR
OTHER RETIREMENT OF ANY OF ITS OR ITS SUBSIDIARIES' STOCK OUTSTANDING ON THE
DATE HEREOF, OR ISSUE ANY PREFERRED STOCK (OTHER THAN PREFERRED STOCK, INCLUDING
CONVERTIBLE PREFERRED STOCK, WHICH DOES NOT PERMIT THE PAYMENT OF CASH DIVIDENDS
OR PERMITS THE PAYMENT OF DIVIDENDS IN KIND); (V) EXCEPT AS SET FORTH IN
SCHEDULE 13(L)(V) PURCHASE OR HOLD BENEFICIALLY ANY STOCK OR OTHER SECURITIES OR
EVIDENCES OF INDEBTEDNESS OF, MAKE OR PERMIT TO EXIST ANY LOANS OR ADVANCES TO,
OR MAKE ANY INVESTMENT OR ACQUIRE ANY INTEREST WHATSOEVER IN, ANY OTHER PERSON,
INCLUDING ANY PARTNERSHIP OR JOINT VENTURE, EXCEPT (X) TRAVEL ADVANCES, (Y)
LOANS TO ITS AND ITS SUBSIDIARIES' OFFICERS AND EMPLOYEES NOT EXCEEDING AT ANY
ONE TIME AN AGGREGATE OF $10,000, AND (Z) LOANS TO ITS EXISTING SUBSIDIARIES SO
LONG AS SUCH SUBSIDIARIES ARE DESIGNATED AS EITHER A CO-BORROWER HEREUNDER OR
HAS ENTERED INTO SUCH GUARANTY AND SECURITY DOCUMENTATION REQUIRED BY LAURUS,
INCLUDING, WITHOUT LIMITATION, TO GRANT TO LAURUS A FIRST PRIORITY PERFECTED
SECURITY INTEREST IN SUBSTANTIALLY ALL OF SUCH SUBSIDIARY'S ASSETS TO SECURE THE
OBLIGATIONS; (VI) CREATE OR PERMIT TO EXIST ANY SUBSIDIARY, OTHER THAN ANY
SUBSIDIARY IN EXISTENCE ON THE DATE HEREOF AND LISTED IN SCHEDULE 12(B) UNLESS
SUCH NEW SUBSIDIARY IS A WHOLLY-OWNED SUBSIDIARY AND IS DESIGNATED BY LAURUS AS
EITHER A CO-BORROWER OR GUARANTOR HEREUNDER AND SUCH SUBSIDIARY SHALL HAVE
ENTERED INTO ALL SUCH DOCUMENTATION REQUIRED BY LAURUS, INCLUDING, WITHOUT