ORGANIZATION
IDENTIFICATION NUMBER, IF ANY, ISSUED BY ITS STATE OF INCORPORATION, (IV) ITS
STATE OF INCORPORATION OR (V) AMEND ITS CERTIFICATE OF INCORPORATION, BY-LAWS OR
OTHER ORGANIZATIONAL DOCUMENT.
(B)
THE OPERATION OF COMPANY'S BUSINESS IS AND WILL CONTINUE TO BE IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL
LAWS, RULES AND ORDINANCES, INCLUDING TO ALL LAWS, RULES, REGULATIONS AND ORDERS
RELATING TO TAXES, PAYMENT AND WITHHOLDING OF PAYROLL TAXES, EMPLOYER AND
EMPLOYEE CONTRIBUTIONS AND SIMILAR ITEMS, SECURITIES, EMPLOYEE RETIREMENT AND
WELFARE BENEFITS, EMPLOYEE HEALTH SAFETY AND ENVIRONMENTAL MATTERS.
(C)
COMPANY WILL PAY OR DISCHARGE WHEN DUE ALL TAXES, ASSESSMENTS AND
GOVERNMENTAL CHARGES OR LEVIES IMPOSED UPON COMPANY OR ANY OF THE COLLATERAL
UNLESS SUCH AMOUNTS ARE BEING DILIGENTLY CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS PROVIDED THAT (I) ADEQUATE RESERVES WITH RESPECT THERETO ARE
MAINTAINED ON THE BOOKS OF COMPANY IN CONFORMITY WITH GAAP AND (II) THE RELATED
LIEN SHALL HAVE NO EFFECT ON THE PRIORITY OF THE LIENS IN FAVOR OF LAURUS OR THE
VALUE OF THE ASSETS IN WHICH LAURUS HAS A LIEN.
(D)
COMPANY WILL PROMPTLY INFORM LAURUS IN WRITING OF: (I) THE COMMENCEMENT OF
ALL PROCEEDINGS AND INVESTIGATIONS BY OR BEFORE AND/OR THE RECEIPT OF ANY
NOTICES FROM, ANY GOVERNMENTAL OR NONGOVERNMENTAL BODY AND ALL ACTIONS AND
PROCEEDINGS IN ANY COURT OR BEFORE ANY ARBITRATOR AGAINST OR IN ANY WAY
CONCERNING ANY EVENT WHICH MIGHT SINGLY OR IN THE AGGREGATE, HAVE A MATERIAL
ADVERSE EFFECT; (II) ANY AMENDMENT OF COMPANY'S CERTIFICATE OF INCORPORATION,
BY-LAWS OR OTHER ORGANIZATIONAL DOCUMENT; (III) ANY CHANGE WHICH HAS HAD OR
MIGHT HAVE A MATERIAL ADVERSE EFFECT; (IV) ANY EVENT OF DEFAULT OR DEFAULT; (V)
ANY DEFAULT OR ANY EVENT WHICH WITH THE PASSAGE OF TIME OR GIVING OF NOTICE OR
BOTH WOULD CONSTITUTE A DEFAULT UNDER ANY AGREEMENT FOR THE PAYMENT OF MONEY TO
WHICH COMPANY IS A PARTY OR BY WHICH COMPANY OR ANY OF COMPANY'S PROPERTIES MAY
BE BOUND WHICH WOULD HAVE A MATERIAL ADVERSE EFFECT AND (VI) ANY CHANGE IN
COMPANY'S NAME OR ANY OTHER NAME USED IN ITS BUSINESS.
(E)
COMPANY WILL NOT (I) CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY
INDEBTEDNESS (EXCLUSIVE OF TRADE DEBT) WHETHER SECURED OR UNSECURED OTHER THAN
COMPANY'S INDEBTEDNESS TO LAURUS AND AS SET FORTH ON EXHIBIT 13(E)(I) ATTACHED
HERETO AND MADE A PART HEREOF; (II) CANCEL ANY DEBT OWING TO IT IN EXCESS OF
$250,000 IN THE AGGREGATE DURING ANY 12 MONTH PERIOD; (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 A COMPANY FOR DEPOSIT OR COLLECTION OR SIMILAR TRANSACTIONS IN
THE ORDINARY COURSE OF BUSINESS; (IV) DIRECTLY OR INDIRECTLY DECLARE, PAY OR
MAKE ANY DIVIDEND OR DISTRIBUTION ON ANY CLASS OF ITS STOCK OR APPLY ANY
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of its funds, property or assets to the purchase, redemption or other retirement
of any Stock of a Company; (v), other than as described on Exhibit 13(e)(v)