CONCERNING COLLATERAL.
(A)
AMEND OR MODIFY, OR WAIVE ANY OF THE TERMS AND CONDITIONS OF, OR
SETTLE OR COMPROMISE ANY CLAIM IN RESPECT OF, ANY PLEDGED MORTGAGES OR PLEDGED
SECURITIES.
(B)
SELL, ASSIGN, TRANSFER OR OTHERWISE DISPOSE OF, OR GRANT ANY
OPTION WITH RESPECT TO, OR PLEDGE OR OTHERWISE ENCUMBER ANY OF THE COLLATERAL OR
ANY INTEREST THEREIN.
(C)
MAKE ANY COMPROMISE, ADJUSTMENT OR SETTLEMENT IN RESPECT OF ANY OF
THE COLLATERAL OR ACCEPT OTHER THAN CASH IN PAYMENT OR LIQUIDATION OF THE
COLLATERAL.
7.18
NO INDEBTEDNESS.
EXCEPT FOR THE INDEBTEDNESS DESCRIBED IN EXHIBIT
"B" HERETO, INCUR, CREATE, ASSUME OR GUARANTEE OR IN ANY MANNER BECOME OR BE
LIABLE OR PERMIT TO BE OUTSTANDING ANY INDEBTEDNESS (INCLUDING OBLIGATIONS FOR
THE PAYMENT OF RENTALS OTHER THAN PROVIDED FOR HEREIN) NOR GUARANTEE ANY
CONTRACT OR OTHER OBLIGATION, AND WILL NOT IN ANY WAY BECOME OR BE RESPONSIBLE
FOR OBLIGATIONS OF ANY PERSON, WHETHER BY AGREEMENT TO PURCHASE THE INDEBTEDNESS
OF ANY OTHER PERSON OR AGREEMENT FOR THE FURNISHING OF FUNDS TO ANY OTHER PERSON
THROUGH THE PURCHASE OF GOODS, SUPPLIES OR SERVICES (OR BY WAY OF STOCK
PURCHASE, CAPITAL CONTRIBUTION, ADVANCE OR LOAN) FOR THE PURPOSE OF PAYING OR
DISCHARGING THE INDEBTEDNESS OF ANY OTHER PERSON OR OTHERWISE, EXCEPT THAT THE
FOREGOING RESTRICTIONS SHALL NOT APPLY TO:
(A)
THE OBLIGATIONS.
(B)
LIABILITIES FOR TAXES, ASSESSMENTS, GOVERNMENTAL CHARGES OR LEVIES
WHICH ARE NOT YET DUE AND PAYABLE OR WHICH ARE BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED IF RESERVES ADEQUATE UNDER
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES HAVE BEEN ESTABLISHED THEREFOR.
(C)
ENDORSEMENTS OF NEGOTIABLE INSTRUMENTS FOR COLLECTION IN THE
ORDINARY COURSE OF BUSINESS.
(D)
INDEBTEDNESS INCURRED IN THE ORDINARY COURSE OF BUSINESS IN
CONNECTION WITH NORMAL TRADE OR BUSINESS OBLIGATIONS WHICH ARE PAYABLE WITHIN
NINETY (90) DAYS OF THE OCCURRENCE THEREOF, PROVIDED, HOWEVER, THAT NO SUCH
INDEBTEDNESS SHALL BE INCURRED BY THE COMPANY TO ANY AFFILIATE UNLESS IT IS
SUBORDINATED IN ALL RESPECTS TO THE OBLIGATIONS IN A FORM AND SUBSTANCE
ACCEPTABLE TO THE LENDER, AND IS INCURRED IN THE ORDINARY COURSE OF BUSINESS AND
UPON SUBSTANTIALLY THE SAME OR BETTER TERMS AS IT COULD OBTAIN IN AN ARM'S
LENGTH TRANSACTION WITH A PERSON WHO IS NOT AN AFFILIATE.
40
(E)
INDEBTEDNESS OF LESS THAN TWO HUNDRED FIFTY THOUSAND AND NO/100
DOLLARS ($250,000.00), IN THE AGGREGATE, INCURRED IN THE ORDINARY COURSE OF
BUSINESS.
(F)
INDEBTEDNESS INCURRED IN THE ORDINARY COURSE OF BUSINESS FOR THE
PURPOSE OF LEASING OFFICE SPACE OR EQUIPMENT TO BE USED IN THE CONDUCT OF THE
BUSINESS OF THE COMPANY.
7.19
OWNERSHIP OF THE COMPANY.
PERMIT ANY CHANGE IN THE LEGAL OR
BENEFICIAL OWNERSHIP OF ANY CAPITAL STOCK, INSTRUMENTS CONVERTIBLE TO SAME, OR
OTHER EQUITY INSTRUMENTS, OF THE COMPANY THAT RESULTS OR WOULD RESULT IN A
CHANGE OF CONTROL.
7.20
PAYMENTS OF SUBORDINATED DEBT.
MAKE ANY PAYMENT OF ANY KIND ON
ANY
SUBORDINATED DEBT UNTIL THE COMMITMENTS HAVE TERMINATED, ALL OBLIGATIONS
HAVE BEEN PAID AND PERFORMED IN FULL, AND ANY APPLICABLE PREFERENCE PERIOD HAS
EXPIRED.
8.
DEFAULTS;