UNDER
THE NAMES OF PCQUOTE.COM AND PCQUOTE, INC. (THROUGH JUNE 30, 2003) AND UNDER THE
NAME OF HYPERWARE, INC SINCE JUNE 30, 2003.
THE CHIEF EXECUTIVE OFFICE OF
BORROWER IS LOCATED AT THE ADDRESS LISTED IN SECTION M.3. HEREOF.
ALL OF
BORROWER'S INVENTORY AND EQUIPMENT ARE LOCATED AT THE
ADDRESS LOCATED IN
SECTION M.3 AND THE ADDRESSES IN NEW YORK (50 BROADWAY, SUITE 2900, NEW YORK,
NY
10004), CALIFORNIA (388 MARKET ST, SUITE 1050, SAN FRANCISCO, CA
94111),
AURORA (600 N. COMMONS DRIVE, SUITE 100, AURORA, IL
60504 AND 4313 WESTERN
AVENUE, LISLE, IL 60532.
5.
LITIGATION.
THERE ARE NO ACTIONS OR
PROCEEDINGS PENDING BY OR AGAINST BORROWER BEFORE ANY COURT OR ADMINISTRATIVE
AGENCY IN WHICH AN ADVERSE DECISION COULD HAVE A MATERIAL ADVERSE EFFECT ON THE
BUSINESS ASSETS OR FINANCIAL CONDITION OF BORROWER, OR A MATERIAL ADVERSE EFFECT
ON BORROWER'S INTEREST OR LENDER'S SECURITY INTEREST IN THE COLLATERAL
(COLLECTIVELY, A "MATERIAL ADVERSE EFFECT").
6.
SOLVENCY, PAYMENT OF DEBTS.
BORROWER
IS SOLVENT AND ABLE TO PAY ITS DEBTS (INCLUDING TRADE DEBTS) AS THEY MATURE.
7.
TAXES.
BORROWER HAS FILED OR CAUSED TO
BE FILED ALL TAX RETURNS REQUIRED TO BE FILED BY BORROWER, AND HAS PAID, OR HAS
MADE ADEQUATE PROVISION FOR THE PAYMENT OF, ALL TAXES REFLECTED IN SUCH TAX
RETURNS.
8.
GOVERNMENT CONSENTS.
BORROWER HAS
OBTAINED ALL CONSENTS, APPROVALS AND AUTHORIZATIONS OF, MADE ALL DECLARATIONS OR
FILINGS WITH, AND GIVEN ALL NOTICES TO, ALL GOVERNMENTAL AUTHORITIES THAT ARE
NECESSARY FOR, AND THE ABSENCE OF WHICH WOULD NOT CAUSE A MATERIAL ADVERSE
EFFECT UPON, THE CONTINUED OPERATION OF BORROWER'S BUSINESS AS CURRENTLY
CONDUCTED.
H.
AFFIRMATIVE COVENANTS. BORROWER COVENANTS
AND AGREES THAT, UNTIL PAYMENT IN FULL OF ALL SECURED OBLIGATIONS, AND UNTIL
SUCH TIME THAT LENDER HAS NO FURTHER OBLIGATION TO MAKE AN ADVANCE, BORROWER
SHALL DO ALL OF THE FOLLOWING
1.
REPAYMENT OF OTHER INDEBTEDNESS.
BORROWER HEREBY AGREES THAT IT WILL NOT MAKE ANY PAYMENT OF PRINCIPAL IN
CONNECTION WITH THE SENIOR INDEBTEDNESS, OR PERMIT ANY OF ITS SUBSIDIARIES TO
MAKE ANY SUCH PAYMENT, EXCEPT IN ACCORDANCE WITH SECTION F HEREOF.
WITH RESPECT
TO INDEBTEDNESS OTHER THAN THE SENIOR INDEBTEDNESS, BORROWER HEREBY AGREES THAT
IT WILL NOT REPAY ANY INDEBTEDNESS, OR PERMIT ANY OF ITS SUBSIDIARIES TO MAKE
ANY SUCH PAYMENT, INCURRED AFTER THE DATE HEREOF.
5
2.
PERFECTION OF SECURITY INTEREST.
BORROWER AGREES TO TAKE ALL ACTIONS REQUESTED BY LENDER AND REASONABLY NECESSARY
TO PERFECT, TO CONTINUE THE PERFECTION OF, AND TO OTHERWISE GIVE NOTICE OF, THE
LIEN GRANTED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, EXECUTION OF FINANCING
STATEMENTS.
3.
GOOD STANDING.
BORROWER SHALL MAINTAIN
ITS CORPORATE EXISTENCE IN ITS JURISDICTION OF INCORPORATION AND MAINTAIN
QUALIFICATION IN EACH JURISDICTION IN WHICH THE FAILURE TO BE SO QUALIFIED COULD
HAVE A MATERIAL ADVERSE EFFECT UPON THE BORROWER.
BORROWER SHALL MAINTAIN IN
FORCE ALL LICENSES, APPROVALS AND AGREEMENTS, THE LOSS OF WHICH COULD HAVE A
MATERIAL ADVERSE EFFECT.
4.
GOVERNMENT COMPLIANCE.
BORROWER SHALL
MEET THE MINIMUM FUNDING REQUIREMENTS OF ERISA WITH RESPECT TO ANY EMPLOYEE
BENEFIT PLANS SUBJECT TO