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 the breach of which would
have a Material Adverse Effect and (vi) any change in Company's name or any
other name used in its business.
(E)
OTHER THAN WITH RESPECT TO THE MORTGAGE INDEBTEDNESS, WHICH IS
SECURED BY THE PREMISES AND ANY PERMITTED REFINANCING THEREOF, 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 $50,000 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 OTHER THAN TO PAY DIVIDENDS ON SHARES OF
ITS OUTSTANDING PREFERRED STOCK, (V) APPLY ANY OF ITS FUNDS, PROPERTY OR ASSETS
TO THE PURCHASE, REDEMPTION OR OTHER RETIREMENT OF ANY STOCK OF THE COMPANY
EXCEPT AS REQUIRED UNDER THE TERMS OF THE COMPANY'S OUTSTANDING PREFERRED STOCK;
(VI) OTHER THAN IN CONNECTION WITH A PERMITTED ACQUISITION, 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 COMPANY'S OFFICERS AND
EMPLOYEES NOT EXCEEDING AT ANY ONE TIME AN AGGREGATE OF $10,000, AND (Z)
EXISTING SUBSIDIARIES OF THE COMPANY; (VII) CREATE OR PERMIT TO EXIST ANY
SUBSIDIARY, OTHER THAN ANY SUBSIDIARY IN EXISTENCE ON THE DATE HEREOF AND LISTED
IN EXHIBIT 13(E)(II) UNLESS SUCH NEW SUBSIDIARY 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 TO GRANT TO LAURUS A
FIRST PRIORITY PERFECTED SECURITY INTEREST IN SUCH SUBSIDIARY'S ASSETS TO SECURE
THE OBLIGATIONS; (VIII) DIRECTLY OR INDIRECTLY, PREPAY ANY INDEBTEDNESS (OTHER
THAN TO LAURUS OR
IN THE ORDINARY COURSE OF BUSINESS), OR REPURCHASE, REDEEM,
RETIRE OR OTHERWISE ACQUIRE ANY INDEBTEDNESS (OTHER THAN TO LAURUS OR
IN THE
ORDINARY COURSE OF BUSINESS) EXCEPT TO MAKE SCHEDULED PAYMENTS OF PRINCIPAL AND
INTEREST THEREOF; (IX) ENTER INTO ANY MERGER, CONSOLIDATION OR OTHER
REORGANIZATION WITH OR INTO ANY OTHER PERSON OR ACQUIRE ALL OR A PORTION OF THE
ASSETS OR STOCK OF ANY PERSON OR PERMIT ANY OTHER PERSON TO CONSOLIDATE WITH OR
MERGE WITH IT, UNLESS (1) COMPANY IS THE SURVIVING ENTITY OF