BE FILED
WITH THE SEC; (II) THE COMPANY SHALL NOT TERMINATE ITS STATUS AS AN ISSUER
REQUIRED TO FILE REPORTS UNDER THE 1934 ACT EVEN IF THE 1934 ACT OR THE
RULES AND REGULATIONS THEREUNDER WOULD OTHERWISE PERMIT SUCH TERMINATION AND
(III) THE COMPANY SHALL DELIVER (A) COPIES OF ALL SUCH FILINGS WITH THE SEC TO
EACH HOLDER OF NOTES THEN OUTSTANDING WITHIN ONE (1) DAY AFTER THE FILING
THEREOF WITH THE SEC, UNLESS THE FOREGOING ARE FILED WITH THE SEC THROUGH EDGAR
AND ARE IMMEDIATELY AVAILABLE TO THE PUBLIC THROUGH EDGAR AND (B) FACSIMILE
COPIES OF ALL PRESS RELEASES ISSUED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES ON
THE SAME DAY AS THE RELEASE THEREOF, EXCEPT TO THE EXTENT ANY SUCH RELEASE IS
AVAILABLE THROUGH BLOOMBERG FINANCIAL MARKETS (OR ANY SUCCESSOR THERETO)
CONTEMPORANEOUSLY WITH SUCH ISSUANCE.
(L)
COMPLIANCE WITH LAWS.
FROM THE ISSUANCE DATE AND FOR SO LONG AS
ANY OF THE NOTES ARE OUTSTANDING, THE COMPANY WILL COMPLY, AND CAUSE EACH
SUBSIDIARY TO COMPLY, IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAWS,
ORDINANCES, RULES, REGULATIONS AND REQUIREMENTS OF GOVERNMENTAL AUTHORITIES
(INCLUDING ERISA AND THE RULES AND REGULATIONS THEREUNDER AND ALL ENVIRONMENTAL
LAWS) EXCEPT WHERE THE NECESSITY OF COMPLIANCE THEREWITH IS CONTESTED IN GOOD
FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED.
(M)
MAINTENANCE OF ASSETS; INSURANCE.
FROM THE ISSUANCE DATE AND FOR
SO LONG AS ANY OF THE NOTES ARE OUTSTANDING, THE COMPANY WILL KEEP, AND WILL
CAUSE EACH SUBSIDIARY TO KEEP, ALL ASSETS USEFUL AND NECESSARY IN ITS BUSINESS
IN GOOD WORKING ORDER AND CONDITION, ORDINARY WEAR AND TEAR EXCEPTED; WILL
MAINTAIN, AND WILL CAUSE EACH SUBSIDIARY TO MAINTAIN (EITHER IN THE NAME OF THE
COMPANY OR IN SUCH SUBSIDIARY'S OWN NAME), WITH FINANCIALLY SOUND AND REPUTABLE
INSURANCE COMPANIES, PRODUCT LIABILITY INSURANCE AND INSURANCE ON ALL THEIR
ASSETS IN AT LEAST SUCH AMOUNTS AND AGAINST AT LEAST SUCH RISKS AS ARE USUALLY
INSURED AGAINST IN THE SAME GENERAL AREA BY COMPANIES OF ESTABLISHED REPUTE
ENGAGED IN THE SAME OR A SIMILAR BUSINESS; AND WILL FURNISH TO THE HOLDERS OF
THE NOTES, UPON REASONABLE WRITTEN REQUEST FROM THE COLLATERAL AGENT, FULL
INFORMATION AS TO THE INSURANCE CARRIED.
32
(N)
PAYMENT OF TAXES.
FROM THE ISSUANCE DATE AND FOR SO LONG AS ANY
OF THE NOTES ARE OUTSTANDING, THE COMPANY WILL, AND WILL CAUSE EACH OF ITS
SUBSIDIARIES TO, PAY AND DISCHARGE, BEFORE THE SAME SHALL BECOME DELINQUENT, ALL
INCOME AND ALL OTHER MATERIAL TAXES, ASSESSMENTS AND OTHER GOVERNMENTAL CHARGES
OR LEVIES, IMPOSED UPON THEM OR ANY OF THEIR PROPERTIES OR ASSETS OR IN RESPECT
OF THEIR BUSINESSES OR INCOMES EXCEPT FOR THOSE BEING CONTESTED IN GOOD FAITH BY
PROPER PROCEEDINGS DILIGENTLY CONDUCTED AND AGAINST WHICH ADEQUATE RESERVES, IN
ACCORDANCE WITH GAAP, HAVE BEEN ESTABLISHED.
(O)
USE OF PROCEEDS.
THE COMPANY WILL ONLY USE THE PROCEEDS FROM THE
SALE OF THE OF THE NOTES AND THE WARRANTS AS FOLLOWS: (X) THE U.S. DOLLAR
EQUIVALENT OF £15,000,000 OF SUCH PROCEEDS TO FUND THE COMPANY'S ACQUISITIONS OF
BIOSIL LIMITED AND NAGOR