SHAREHOLDERS LOANS AND MAKE THE PAYMENTS
DESCRIBED IN §11(K) HEREIN;
(II)
USE ITS BEST EFFORTS TO PRESERVE INTACT ITS CURRENT BUSINESS
ORGANIZATION, KEEP AVAILABLE THE SERVICES OF ITS OFFICERS, EMPLOYEES AND AGENTS
AND MAINTAIN ITS RELATIONS AND GOOD WILL WITH SUPPLIERS, CUSTOMERS, LANDLORDS,
CREDITORS, EMPLOYEES, AGENTS AND OTHERS HAVING BUSINESS RELATIONSHIPS WITH IT;
(III)
CONFER WITH BUYER PRIOR TO IMPLEMENTING OPERATIONAL DECISIONS OF
A MATERIAL NATURE;
(IV)
OTHERWISE REPORT PERIODICALLY TO BUYER CONCERNING THE STATUS OF
ITS BUSINESS, OPERATIONS AND FINANCES;
(V)
MAKE NO MATERIAL CHANGES IN MANAGEMENT PERSONNEL WITHOUT PRIOR
CONSULTATION WITH BUYER;
(VI)
MAINTAIN THE COMPANY'S ASSETS IN A STATE OF REPAIR AND CONDITION
IN A MANNER CONSISTENT WITH THE COMPANY'S PAST PRACTICES;
(VII)
KEEP IN FULL FORCE AND EFFECT, WITHOUT AMENDMENT, ALL MATERIAL
RIGHTS RELATING TO THE COMPANY'S BUSINESS;
(VIII)
COMPLY WITH ALL LEGAL REQUIREMENTS AND CONTRACTUAL OBLIGATIONS
APPLICABLE TO THE OPERATIONS OF THE COMPANY'S BUSINESS;
(IX)
CONTINUE IN FULL FORCE AND EFFECT THE INSURANCE COVERAGE UNDER
THE POLICIES SET FORTH IN §3(S) OF THE DISCLOSURE SCHEDULE OR SUBSTANTIALLY
EQUIVALENT POLICIES;
(X)
EXCEPT AS REQUIRED TO COMPLY WITH ERISA OR TO MAINTAIN
QUALIFICATION UNDER SECTION 401(A) OF THE CODE, NOT AMEND, MODIFY OR TERMINATE
ANY EMPLOYEE BENEFIT PLAN WITHOUT THE EXPRESS WRITTEN CONSENT OF BUYER;
(XI)
COOPERATE WITH BUYER AND ASSIST BUYER IN IDENTIFYING THE
GOVERNMENTAL AUTHORIZATIONS (IF ANY) REQUIRED BY BUYER TO OPERATE THE BUSINESS
FROM AND AFTER THE CLOSING DATE;
(XII)
UPON REQUEST FROM TIME TO TIME, EXECUTE AND DELIVER ALL
DOCUMENTS, MAKE ALL TRUTHFUL OATHS, TESTIFY IN ANY PROCEEDINGS AND DO ALL OTHER
ACTS THAT MAY BE REASONABLY NECESSARY OR DESIRABLE IN THE OPINION OF BUYER TO
CONSUMMATE THE ACQUISITION, ALL WITHOUT FURTHER CONSIDERATION;
(XIII)
MAINTAIN ALL BOOKS AND RECORDS OF THE COMPANY RELATING TO THE
COMPANY'S BUSINESS IN THE ORDINARY COURSE OF BUSINESS;
(xiv)
amend the organizational documents of the Company; and
(xv)
not revoke the Company's election to be taxed as an S corporation
within the meaning of Sections 1361 and 1362 of the Code or otherwise take or
allow any action that would result in the termination of the Company's status as
a validly electing S corporation.
(D)
FULL ACCESS. THE COMPANY WILL PERMIT REPRESENTATIVES OF THE BUYER
TO HAVE FULL ACCESS AT ALL REASONABLE TIMES, AND IN A MANNER SO AS NOT TO
INTERFERE WITH THE NORMAL BUSINESS OPERATIONS OF THE COMPANY, TO (1) ALL
PREMISES, PROPERTIES, EXECUTIVE OFFICERS, BOOKS, RECORDS,
CONTRACTS AND DOCUMENTS OF OR PERTAINING TO THE COMPANY, AND (2), UPON THE
CONSENT OF THE COMPANY (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD), OTHER
PERSONNEL OF THE COMPANY AND/OR ANY CUSTOMERS OR SUPPLIERS OF THE COMPANY. THE
BUYER WILL TREAT AND HOLD AS SUCH ANY CONFIDENTIAL INFORMATION IT RECEIVES FROM
(OR ON BEHALF OF) THE COMPANY OR THE SHAREHOLDERS IN THE COURSE OF THE REVIEWS
CONTEMPLATED BY THIS §5(D), AND WILL NOT USE ANY OF THE CONFIDENTIAL INFORMATION
EXCEPT IN CONNECTION WITH THIS AGREEMENT. IF THIS AGREEMENT IS TERMINATED FOR
ANY REASON WHATSOEVER, THE BUYER WILL