until the
Obligations have been fully paid and satisfied, unless the Secured Party shall
consent otherwise in writing (as provided in Section 8.4 hereof):
SECTION 6.1.
EXISTENCE, PROPERTIES, ETC.
(A)
THE COMPANY SHALL DO, OR CAUSE TO BE DONE,
ALL THINGS, OR PROCEED WITH DUE DILIGENCE WITH ANY ACTIONS OR COURSES OF ACTION,
THAT MAY BE REASONABLY NECESSARY (I) TO MAINTAIN COMPANY'S DUE ORGANIZATION,
VALID EXISTENCE AND GOOD STANDING UNDER THE LAWS OF ITS STATE OF INCORPORATION,
AND (II) TO PRESERVE AND KEEP IN FULL FORCE AND EFFECT ALL QUALIFICATIONS,
LICENSES AND REGISTRATIONS IN THOSE JURISDICTIONS IN WHICH THE FAILURE TO DO SO
COULD HAVE A MATERIAL ADVERSE EFFECT (AS DEFINED BELOW); AND (B) THE COMPANY
SHALL NOT DO, OR CAUSE TO BE DONE, ANY ACT IMPAIRING THE COMPANY'S CORPORATE
POWER OR AUTHORITY (I) TO CARRY ON THE COMPANY'S BUSINESS AS NOW CONDUCTED, AND
(II) TO EXECUTE OR DELIVER THIS AGREEMENT OR ANY OTHER DOCUMENT DELIVERED IN
CONNECTION HEREWITH, INCLUDING, WITHOUT LIMITATION, ANY UCC-1 FINANCING
STATEMENTS REQUIRED BY THE SECURED PARTY TO WHICH IT IS OR WILL BE A PARTY, OR
PERFORM ANY OF ITS OBLIGATIONS HEREUNDER OR THEREUNDER.
FOR PURPOSE OF THIS
AGREEMENT, THE TERM "MATERIAL ADVERSE EFFECT" SHALL MEAN ANY MATERIAL AND
ADVERSE AFFECT AS DETERMINED BY SECURED PARTY IN ITS SOLE DISCRETION, WHETHER
INDIVIDUALLY OR IN THE AGGREGATE, UPON (A) THE COMPANY'S ASSETS, BUSINESS,
OPERATIONS, PROPERTIES
6
OR CONDITION, FINANCIAL OR OTHERWISE; (B) THE COMPANY'S TO MAKE PAYMENT AS AND
WHEN DUE OF ALL OR ANY PART OF THE OBLIGATIONS; OR (C) THE PLEDGED PROPERTY.
SECTION 6.2.
ACCOUNTS AND REPORTS.
The Company shall maintain a standard system of accounting in accordance with
generally accepted accounting principles consistently applied and provide, at
its sole expense, to the Secured Party the following:
(B)
AS SOON AS AVAILABLE, A COPY OF ANY NOTICE
OR OTHER COMMUNICATION ALLEGING ANY NONPAYMENT OR OTHER MATERIAL BREACH OR
DEFAULT, OR ANY FORECLOSURE OR OTHER ACTION RESPECTING ANY MATERIAL PORTION OF
ITS ASSETS AND PROPERTIES, RECEIVED RESPECTING ANY OF THE INDEBTEDNESS OF THE
COMPANY IN EXCESS OF $500,000 (OTHER THAN THE OBLIGATIONS), OR ANY DEMAND OR
OTHER REQUEST FOR PAYMENT UNDER ANY GUARANTY, ASSUMPTION, PURCHASE AGREEMENT OR
SIMILAR AGREEMENT OR ARRANGEMENT RESPECTING THE INDEBTEDNESS OR OBLIGATIONS OF
OTHERS IN EXCESS OF $15,000, INCLUDING ANY RECEIVED FROM ANY PERSON ACTING ON
BEHALF OF THE SECURED PARTY OR BENEFICIARY THEREOF.
IN CONNECTION WITH THE
FOREGOING, THE SECURED PARTY ACKNOWLEDGES THAT THE COMPANY HAS RECEIVED NOTICE
OF A NON-PAYMENT REQUIRED UNDER AN AGREEMENT DATED SEPTEMBER 1, 2005, WITH
LUCENT TECHNOLOGIES, INC., AND THE OBLIGATIONS CREATE A RISK THAT A HOLDER OF
THE 2005 8% CONVERTIBLE DEBENTURES REMAINING OUTSTANDING MAY SEEK TO ACCELERATE
THEIR INDEBTEDNESS; AND
(C)
WITHIN FIFTEEN (15) DAYS AFTER THE MAKING
OF EACH SUBMISSION OR FILING, A COPY OF ANY REPORT, FINANCIAL STATEMENT, NOTICE
OR OTHER DOCUMENT, WHETHER PERIODIC OR OTHERWISE, SUBMITTED TO THE SHAREHOLDERS
OF THE COMPANY, OR SUBMITTED TO OR FILED BY THE COMPANY WITH ANY GOVERNMENTAL
AUTHORITY INVOLVING OR AFFECTING (I) THE