AN EVENT OF DEFAULT UNDER ANY MATERIAL
AGREEMENT TO WHICH BORROWER IS A PARTY OR BY WHICH BORROWER IS BOUND.
BORROWER
IS NOT IN DEFAULT UNDER ANY MATERIAL AGREEMENT TO WHICH IT IS A PARTY OR BY
WHICH IT IS BOUND.
3.
INTELLECTUAL PROPERTY COLLATERAL.
BORROWER IS THE SOLE OWNER OF THE INTELLECTUAL PROPERTY COLLATERAL, EXCEPT FOR
NON-EXCLUSIVE LICENSES GRANTED BY BORROWER TO ITS CUSTOMERS IN THE ORDINARY
COURSE OF BUSINESS.
NO PART OF THE INTELLECTUAL PROPERTY COLLATERAL HAS BEEN
JUDGED INVALID OR UNENFORCEABLE, IN WHOLE OR IN PART, AND NO CLAIM, TO THE
KNOWLEDGE OF BORROWER, HAS BEEN MADE THAT ANY PART OF THE INTELLECTUAL PROPERTY
COLLATERAL VIOLATES THE RIGHTS OF ANY THIRD PARTY.
EXCEPT AS SET FORTH IN THE
SCHEDULE OF EXCEPTIONS, BORROWER IS NOT A PARTY TO, OR BOUND BY, ANY AGREEMENT
THAT RESTRICTS THE GRANT BY BORROWER OF A SECURITY INTEREST IN BORROWER'S RIGHTS
UNDER SUCH AGREEMENT.
4.
NAME; LOCATION OF CHIEF EXECUTIVE
OFFICE.
EXCEPT AS SET FOR IN THIS SECTION 4, BORROWER HAS NOT DONE BUSINESS
UNDER ANY NAME OTHER THAN THAT SPECIFIED ON THE SIGNATURE PAGE HEREOF AND UNDER
THE NAMES OF PCQUOTE.COM AND PCQUOTE, INC. (THROUGH JUNE 30, 2003) AND UNDER THE
NAME OF HYPRWARE, INC. SINCE JUNE 30, 2003.
THE CHIEF EXECUTIVE OFFICE OF
BORROWER IS LOCATED AT THE ADDRESS LISTED IN SECTION M.3. HEREOF.
ALL
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, OR 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
5
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