MARKET
UPON WHICH SHARES OF COMMON STOCK ARE LISTED OR QUOTED, AS APPLICABLE, (SUBJECT
TO OFFICIAL NOTICE OF ISSUANCE) AND SHALL MAINTAIN SUCH LISTING OR QUOTATION, AS
APPLICABLE, SO LONG AS ANY OTHER SHARES OF COMMON STOCK SHALL BE SO LISTED OR
QUOTED, AS APPLICABLE.
THE PARENT SHALL MAINTAIN THE LISTING OR QUOTATION, AS
APPLICABLE, OF ITS COMMON STOCK ON THE PRINCIPAL MARKET, AND WILL COMPLY IN ALL
MATERIAL RESPECTS WITH THE PARENT'S REPORTING, FILING AND OTHER OBLIGATIONS
UNDER THE BYLAWS OR RULES OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS
("NASD") AND SUCH EXCHANGES, AS APPLICABLE.
(C)
MARKET REGULATIONS.
IT SHALL NOTIFY THE
SEC, NASD AND APPLICABLE STATE AUTHORITIES, IN ACCORDANCE WITH THEIR
REQUIREMENTS, OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND SHALL TAKE
ALL OTHER NECESSARY ACTION AND PROCEEDINGS AS MAY BE REQUIRED AND PERMITTED BY
APPLICABLE LAW, RULE AND REGULATION, FOR THE LEGAL AND VALID ISSUANCE OF THE
SECURITIES TO LAURUS AND PROMPTLY PROVIDE COPIES THEREOF TO LAURUS.
(D)
REPORTING REQUIREMENTS.
IT SHALL TIMELY
FILE WITH THE SEC ALL REPORTS REQUIRED TO BE FILED PURSUANT TO THE EXCHANGE ACT
AND REFRAIN FROM TERMINATING ITS STATUS AS AN ISSUER REQUIRED BY THE EXCHANGE
ACT TO FILE REPORTS THEREUNDER EVEN IF THE EXCHANGE ACT OR THE RULES OR
REGULATIONS THEREUNDER WOULD PERMIT SUCH TERMINATION.
(E)
USE OF FUNDS.
IT SHALL ONLY USE THE
PROCEEDS OF THE LOANS FOR GENERAL CORPORATE PURPOSES IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT INCLUDING THE REPAYMENT OF THE COMPANIES' EXISTING
INDEBTEDNESS ZOHAR II 2005-1 LIMITED AND PATRIARCH PARTNERS AGENCY SERVICES,
LLC, ITS AGENT.
(F)
ACCESS TO FACILITIES.
IT SHALL, AND
SHALL CAUSE EACH OF ITS SUBSIDIARIES TO, PERMIT ANY REPRESENTATIVES DESIGNATED
BY LAURUS (OR ANY SUCCESSOR OF LAURUS), UPON REASONABLE NOTICE AND DURING NORMAL
BUSINESS HOURS, AT COMPANY'S EXPENSE AND ACCOMPANIED BY A REPRESENTATIVE OF
COMPANY AGENT (PROVIDED THAT NO SUCH PRIOR NOTICE SHALL BE REQUIRED TO BE GIVEN
AND NO SUCH REPRESENTATIVE SHALL BE REQUIRED TO ACCOMPANY LAURUS IN THE EVENT
LAURUS BELIEVES SUCH ACCESS IS NECESSARY TO PRESERVE OR PROTECT THE COLLATERAL
OR FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT),
TO:
(I)
VISIT AND INSPECT ANY OF ITS OR ANY SUCH
SUBSIDIARY'S PROPERTIES;
(II)
EXAMINE ITS OR ANY SUCH SUBSIDIARY'S
CORPORATE AND FINANCIAL RECORDS (UNLESS SUCH EXAMINATION IS NOT PERMITTED BY
FEDERAL, STATE OR LOCAL LAW OR BY CONTRACT) AND MAKE COPIES THEREOF OR EXTRACTS
THEREFROM; AND
24
(III)
DISCUSS ITS OR ANY SUCH SUBSIDIARY'S
AFFAIRS, FINANCES AND ACCOUNTS WITH ITS OR ANY SUCH SUBSIDIARY'S DIRECTORS,
OFFICERS AND ACCOUNTANTS.
Notwithstanding the foregoing, neither it nor any of its Subsidiaries shall
provide any material, non-public information to Laurus unless Laurus signs a
confidentiality agreement and otherwise complies with Regulation FD, under the
federal securities laws.
(G)
TAXES.
IT SHALL, AND SHALL CAUSE EACH OF
ITS SUBSIDIARIES TO, PROMPTLY PAY AND DISCHARGE, OR CAUSE TO BE PAID AND
DISCHARGED, WHEN DUE AND PAYABLE, ALL LAWFUL TAXES, ASSESSMENTS AND GOVERNMENTAL
CHARGES OR LEVIES IMPOSED UPON IT AND ITS SUBSIDIARIES'