Common use of Required Actions Clause in Contracts

Required Actions. For so long as any of the Debentures remain outstanding, the Company shall; (a) Cause all properties owned by the Company or any of its Subsidiaries or used or held for use in the conduct of its business to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Board of Directors may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that the foregoing shall not prevent the Company from discontinuing the maintenance or operation of any of such properties if such discontinuance is, in the judgment of the Company's management, desirable in the conduct of its business of any of its Subsidiaries and is not disadvantageous in any material respect to the holders of the Securities; (b) Preserve and keep in full force and effect the corporate existence, rights, licenses and franchises of the Company, provided, however, that the Company shall not be required to preserve any such right, license or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the holders of Securities; (c) Maintain the books, accounts and records of the Company, in accordance with past custom and practice as used in the preparation of the Financial Statements except to the extent permitted or required by GAAP. (d) Keep all of its properties which are of an insurable nature insured with insurers, believed by the Company in good faith to be financially sound responsible, against loss or damage to the extent that property of similar character is usually so insured by corporations similarly situated and owning like properties (which may include self-insurance, if reasonable and in comparable form to that maintained by companies similarly situated.); (e) Comply with all material legal requirements and material contractual obligations applicable to the operations and business of the Company and pay all applicable taxes as they become due and payable; (f) Permit representatives of the Holder of the Debenture and its agents (including their counsel, accountants and consultants), subject to the execution of a reasonable confidentiality agreement, to have reasonable access upon reasonable notice during business hours to the Company's books, records, facilities, key personnel, officers, directors, customers, independent accountants and legal counsel so long as such access does not violate any applicable Federal or state law or cause the loss of the attorney-client privilege; (g) Maintain all material Intellectual Property Rights necessary to the conduct of its business and own or have a valid license to use all right, title and interest in and to, such material Intellectual Property Rights; (h) Deliver Conversion Shares in accordance with the terms and conditions, and time period, set forth in the Debentures; and (i) Take such actions and execute, acknowledge and deliver, at Company's sole cost and expense such agreements, instruments or other documents as the Purchaser may reasonably require from time to time in order to (i) carry out more effectively the purposes of this Agreement and the related documents, (ii) maintain the validity and effectiveness of any of the related documents, and (iii) to better assure, convey, grant, assign, transfer and confirm unto the Purchaser the rights now or hereafter intended to be granted to the Purchaser under this Agreement or any related document.

Required Actions. For so long as any of the Debentures Preferred Shares remain outstanding, the Company shall;, and shall cause each Subsidiary to: (a) Cause cause all properties owned by the Company or any of its Subsidiaries or used or held for use in the conduct of its business or the business of any of its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Board of Directors may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that the foregoing shall not prevent the Company from discontinuing the maintenance or operation of any of such properties if such discontinuance is, in the judgment of the management of the Company's management, desirable in the conduct of its business or the business of any of its Subsidiaries and is not disadvantageous in any material respect to the holders of the Securities; (b) Preserve preserve and keep in full force and effect the corporate existence, rightsrights (charter and statutory), licenses and franchises of the Company, Company and each of its Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries as a whole and that the loss thereof is not disadvantageous in any material respect to the holders of Securities; (c) Maintain maintain the books, accounts and records of the Company, Company and its Subsidiaries in accordance with past custom and practice as used in the preparation of the Financial Statements except to the extent permitted or required by GAAP.; (d) Keep keep all of its and its Subsidiaries' properties which are of an insurable nature insured with insurers, believed by the Company in good faith to be financially sound and responsible, against loss or damage to the extent that property of similar character is usually so insured by corporations similarly situated and owning like properties (which may include self-insurance, if reasonable and in comparable form to that maintained by companies similarly situated.); (e) Comply comply with all material legal requirements and material contractual obligations applicable to the operations and business of the Company and its Subsidiaries and pay all applicable taxes Taxes as they become due and payable; (f) Permit permit representatives of the Holder any holder of the Debenture Securities and its agents (including their counsel, accountants and consultants), subject to the execution of a reasonable confidentiality agreement, to have reasonable access upon reasonable notice during business hours to the Company's books, records, facilities, key personnel, officers, directors, customers, independent accountants and legal counsel so long as such access does not violate any applicable Federal or state law or cause the loss of the attorney-client privilege; (g) Maintain at all times (i) file all reports (including annual reports, quarterly reports and the information, documentation and other reports) required to be filed by the Company under the Exchange Act and Sections 13 and 15 of the rules and regulations adopted by the SEC thereunder, and the Company shall use its best efforts to file each of such reports on a timely basis, and take such further action as any holder or holders of the Securities, the Conversion Shares or the Warrant Shares may reasonably request (including providing copies of such reports to the holders of the Securities, the Conversion Shares or the Warrant Shares), all to the extent required to enable such holders to sell Securities pursuant to Rule 144 adopted by the SEC under the Securities Act (as such rule may be amended from time to time) or any similar rule or regulation hereafter adopted by the SEC and to enable the Company to register securities with the SEC on Form S-3 or any similar short-form registration statement and upon the filing of each such report deliver a copy thereof to each holder of the Securities, the Conversion Shares or the Warrant Shares, (ii) if the Company is no longer subject to the requirements of the Exchange Act, provide reports to the holders of the Securities, the Conversion Shares or the Warrant Shares in substantially the same form and at the same times as would be required if the Company were subject to the Exchange Act, and (iii) provide to each initial holder of the Securities, the Conversion Shares or the Warrant Shares and each other holder who has entered into a confidentiality agreement with the Company, pursuant to mutually agreeable terms, any material information distributed to the Board of Directors; (h) commencing not later than 120 days after the Initial Closing Date, maintain at all times a valid listing for the Common Stock on a national securities exchange, the NASDAQ Stock Market System or reporting on the NASD's OTC Bulletin Board; (i) maintain all material Intellectual Property Rights necessary to the conduct of its business and own or have a valid license to use all right, title and interest in and to, such material Intellectual Property Rights; (hj) Deliver deliver Conversion Shares in accordance with the terms and conditions, and time periodperiods, set forth in the DebenturesCertificate of Designation; and (ik) Take take such actions and execute, acknowledge and deliver, and cause each of the Subsidiaries to take such actions and execute, acknowledge and deliver, at Company's its sole cost and expense such agreements, instruments or other documents as the Purchaser may reasonably require from time to time in order to (i) carry out more effectively the purposes of this Agreement and the related documentsRelated Documents, (ii) maintain the validity and effectiveness of any of the related documentsRelated Documents, and (iii) to better assure, convey, grant, assign, transfer and confirm unto the Purchaser the rights now or hereafter intended to be granted to the Purchaser under this Agreement or any related documentRelated Document.

Required Actions. For so long as any of the Debentures Series B Shares or the Notes remain outstanding, the Company shall;shall and, where applicable, shall cause each Subsidiary to: (a) Cause all maintain and keep its properties owned by the Company or any of its Subsidiaries or used or held for use in the conduct of its business to be maintained and kept in good repair, working order and condition, repair and working order (reasonable wear and tear excepted) and supplied with from time to time make all necessary equipment and will cause to be made all necessary or desirable repairs, renewals, renewals and replacements, betterments and improvements thereof, all as in the judgment of the Board of Directors may be necessary so that the business carried on in connection therewith its businesses may be properly and advantageously conducted in all material respects at all times; provided, however, that the foregoing shall not prevent the Company from discontinuing the maintenance or operation of any of such properties if such discontinuance is, in the judgment of the Company's management, desirable in the conduct of its business of any of its Subsidiaries and is not disadvantageous in any material respect to the holders of the Securities; (b) Preserve maintain or cause to be maintained with financially sound and keep reputable insurers that have a rating of "A" or better as established by Best's Rating Guide (or an equivalent rating with such other publication of a similar nature as shall be in full force current use), (i) public liability and effect the corporate existence, rights, licenses property damage insurance with respect to their respective businesses and franchises properties against loss or damage of the Companykinds and in amounts customarily carried or maintained by companies of established reputation engaged in similar businesses, provided, however, that the Company shall not be required to preserve any such right, license or franchise if and (ii) unless the Board of Directors shall determine decides in exercising their fiduciary duties that the preservation thereof is no longer desirable in the conduct of the business of the Company such directors' and that the loss thereof officers' liability coverage is not disadvantageous prudent, directors' and officers' liability insurance providing at least the same coverage and amounts and containing terms and conditions which are not less advantageous in any material respect to respect, in each case than the holders directors' and officers' liability insurance maintained by the Company as of Securitiesthe Closing Date; (c) Maintain pay and discharge when due all tax liabilities, assessments and governmental charges or levies imposed upon its properties or upon the booksincome or profits therefrom (in each case before the same become delinquent and before penalties accrue thereon), accounts unless the same are being contested in good faith by appropriate proceedings and records of the Company, adequate reserves in accordance with past custom and practice as used in GAAP, consistently applied, are being maintained by the preparation of the Financial Statements except to the extent permitted or required by GAAP.Company; (d) Keep at all of its properties which are of an insurable nature insured with insurers, believed by the Company in good faith times cause to be financially sound responsibledone all things necessary to maintain, against loss or damage to the extent that property of similar character is usually so insured by corporations similarly situated preserve and owning like properties (which may include self-insurance, if reasonable renew its corporate existence and in comparable form to that maintained by companies similarly situated.); (e) Comply with all material legal requirements licenses, authorizations and material contractual obligations applicable to the operations and business of the Company and pay all applicable taxes as they become due and payable; (f) Permit representatives of the Holder of the Debenture and its agents (including their counsel, accountants and consultants), subject to the execution of a reasonable confidentiality agreement, to have reasonable access upon reasonable notice during business hours to the Company's books, records, facilities, key personnel, officers, directors, customers, independent accountants and legal counsel so long as such access does not violate any applicable Federal or state law or cause the loss of the attorney-client privilege; (g) Maintain all material Intellectual Property Rights permits necessary to the conduct of its business businesses; provided, that the Company may liquidate, merge out of existence or otherwise dissolve immaterial Subsidiaries; (e) comply with all applicable laws, rules and own or regulations of all Government Agencies and material contracts of the Company, the violation of which could reasonably be expected to have a valid license to use Material Adverse Effect; (f) maintain proper books of record and account which present fairly in all rightmaterial respects its financial condition and results of operations and make provisions on its financial statements for all such proper reserves as in each case are required in accordance with GAAP, title consistently applied; (g) following filing of the Authorized Share Amendment with the Delaware Secretary of State, reserve and interest in and tokeep available out of its authorized but unissued shares of Common Stock, solely for the purposes of issuance upon conversion of the Series B Shares, such material Intellectual Property Rightsnumber of shares of Common Stock as are issuable upon the conversion of all outstanding Series B Shares. During the period while the Series B Shares are outstanding, the Company will at all times have authorized and reserved at least 100% of the number of Conversion Shares needed to provide for the conversion of the Series B Shares (and if there is ever an insufficient amount of Conversion Shares to provide for the conversion of the Series B Shares, the Company shall immediately take all action necessary to cause the number of Company's authorized shares of Common Stock to be sufficient to accomplish the conversion rights of the Series B Shares). All shares of Common Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all Taxes, liens and charges. The Company shall take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately transmitted by the Company upon issuance); (h) Deliver Conversion Shares in accordance with use its reasonable best efforts to at all times file all reports (including annual reports, quarterly reports and the terms information, documentation and conditionsother reports) required to be filed by the Company under the Exchange Act and Sections 13 and 15 of the rules and regulations adopted by the SEC thereunder, and time periodthe Company shall use its reasonable best efforts to file each of such reports on a timely basis, set forth in the Debentures; and (i) Take and take such actions and execute, acknowledge and deliver, at Company's sole cost and expense such agreements, instruments further action as any holder or other documents as the Purchaser holders of Securities may reasonably require request, all to the extent required to enable such holders to sell Securities pursuant to Rule 144 adopted by the SEC under the Securities Act (as such rule may be amended from time to time in order time) or any similar rule or regulation hereafter adopted by the SEC and to (i) carry out more effectively enable the purposes Company to register securities with the SEC on Form S-3 or any similar short-form registration statement and upon the filing of this Agreement and the related documents, (ii) maintain the validity and effectiveness of any each such report deliver a copy thereof to each holder of the related documents, and (iii) to better assure, convey, grant, assign, transfer and confirm unto the Purchaser the rights now or hereafter intended to be granted to the Purchaser under this Agreement or any related documentSeries B Shares.

Required Actions. For so long as any shares of Preferred Stock or the Debentures Notes remain outstanding, the Company shall;, and shall cause each Subsidiary to: (a) Cause cause all properties owned by the Company or any of its Subsidiaries or used or held for use in the conduct of its business or the business of any of its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Board of Directors may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that the foregoing shall not prevent the Company from discontinuing the maintenance or operation of any of such properties if such discontinuance is, in the judgment of the management of the Company's management, desirable in the conduct of its business or the business of any of its Subsidiaries and is not disadvantageous in any material respect to the holders of the Securities; (b) Preserve preserve and keep in full force and effect the corporate existence, rightsrights (charter and statutory), licenses and franchises of the Company, Company and each of its Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries as a whole and that the loss thereof is not disadvantageous in any material respect to the holders of Securities; (c) Maintain maintain the books, accounts and records of the Company, Company and its Subsidiaries in accordance with past custom and practice as used in the preparation of the Financial Statements except to the extent permitted or required by GAAP.; (d) Keep keep all of its and its Subsidiaries' properties which are of an insurable nature insured with insurers, believed by the Company in good faith to be financially sound and responsible, against loss or damage to the extent that property of similar character is usually so insured by corporations similarly situated and owning like properties (which may include self-insurance, if reasonable and in comparable form to that maintained by companies similarly situated.); (e) Comply comply with all material legal requirements and material contractual obligations applicable to the operations and business of the Company and its Subsidiaries and pay all applicable taxes Taxes as they become due and payable; (f) Permit permit representatives of the Holder any holder of the Debenture Securities and its agents (including their counsel, accountants and consultants), subject to the execution of a reasonable confidentiality agreement, ) to have reasonable access upon reasonable notice during business hours to the Company's books, records, facilities, key personnel, officers, directors, customers, independent accountants and legal counsel so long as such access does not violate any applicable Federal or state law or cause the loss of the attorney-client privilege; (g) Maintain at all times (i) file all reports (including annual reports, quarterly reports and the information, documentation and other reports) required to be filed by the Company under the Exchange Act and Sections 13 and 15 of the rules and regulations adopted by the SEC thereunder, and the Company shall use its best efforts to file each of such reports on a timely basis, and take such further action as any holder or holders of the Securities, the Conversion Shares or the Warrant Shares may reasonably request (including providing copies of such reports to the holders of the Securities, the Conversion Shares or the Warrant Shares), all to the extent required to enable such holders to sell Securities pursuant to Rule 144 adopted by the SEC under the Securities Act (as such rule may be amended from time to time) or any similar rule or regulation hereafter adopted by the SEC and to enable the Company to register securities with the SEC on Form S-3 or any similar short-form registration statement and upon the filing of each such report deliver a copy thereof to each holder of the Securities, the Conversion Shares or the Warrant Shares, (ii) if the Company is no longer subject to the requirements of the Exchange Act, provide reports to the holders of the Securities, the Conversion Shares or the Warrant Shares in substantially the same form and at the same times as would be required if the Company were subject to the Exchange Act, and (iii) provide to each initial holder of the Securities, the Conversion Shares or the Warrant Shares and each other holder who has entered into a confidentiality agreement with the Company, pursuant to mutually agreeable terms, any material information distributed to the Board of Directors); (h) maintain at all times a valid listing for the Common Stock on a national securities exchange, the Nasdaq National Market System or the Nasdaq SmallCap Market; (i) maintain all material Intellectual Property Rights necessary to the conduct of its business and own or have a valid license to use all right, title and interest in and to, such material Intellectual Property Rights; (hj) Deliver on the Closing Date and at each subsequent election of directors, to elect to the Board of Directors an individual designated by OZ Master Fund, Ltd., as long as any Preferred Stock or Notes are outstanding; (k) deliver Dividend Shares and Conversion Shares in accordance with the terms and conditions, and time periodperiods, set forth in the DebenturesCertificate of Designation and the Notes; (l) on the earlier to occur of (i) a redemption pursuant to either Section 4 of the Certificate of Designations or paragraph 3 of the Notes and (ii) the third anniversary of the Closing Date, pay to the Purchaser a financing fee of $100,000; (m) by March 31, 2000, obtain the vote of the shareholders of the Company approving the sale and issuance of Securities and Conversion Shares, Warrant Shares and Dividend Shares upon conversion and exercise of the Securities to the extent the issuance thereof equals 20% or more of the Common Stock as required by the Nasdaq Stock Market or any other national securities exchange on which the Common Stock shall at the time be listed; provided, that the Company shall file a proxy statement with the SEC related thereto no later than June 30, 1999 and use its good faith efforts to obtain such approval by June 30, 1999 or as soon thereafter as is possible. The proxy statement shall comply in all material respects with federal and state securities laws and the rules and regulations promulgated thereunder and the Company agrees that it will recommend to its shareholders that the approval of the issuance of such shares to the Purchaser is in the best interests of the Company and its shareholders; (i) Keep any property either owned or operated by it or any of its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens; (ii) comply, and cause its Subsidiaries to comply, in all material respects with Environmental Laws and shall provide to the Purchaser documentation of such compliance which the Purchaser reasonably requests; (iii) promptly notify the Purchaser of any Release of a Hazardous Material in excess of any reportable quantity from or onto property owned or operated by the Company, any of its Subsidiaries or, to the knowledge of the Company, any of its licensees and take any Remedial Actions required to xxxxx said Release or otherwise to come into compliance with applicable Environmental Law; and (iv) promptly provide the Purchaser with written notice within ten (10) days of the receipt of any of the following: (a) notice that an Environmental Lien has been filed against any of the real or personal property of the Company, any of its Subsidiaries or, to the knowledge of the Company, any of its licensees; (b) commencement of any Environmental Action or notice that an Environmental Action will be filed against the Company or any Subsidiary; and (c) notice of a violation, citation or other administrative order which would reasonably be expected to cause a Material Adverse Effect; and (io) Take such actions and execute, acknowledge and deliver, and cause each of the Subsidiaries to take such actions and execute, acknowledge and deliver, at Company's its sole cost and expense expenses such agreements, instruments or other documents as the Purchaser may reasonably require from time to time in order to (i) carry out more effectively the purposes of this Agreement and the related documentsRelated Documents, (ii) maintain the validity and effectiveness of any of the related documentsRelated Documents, and (iii) to better assure, convey, grant, assign, transfer and confirm unto the Purchaser the rights now or hereafter intended to be granted to the Purchaser under this Agreement or any related documentRelated Document.

Required Actions. For so long as any of the Debentures remain outstanding, the Company shall;, and shall cause each Subsidiary to: (a) Cause cause all properties owned by the Company or any of its Subsidiaries or used or held for use in the conduct of its business or the business of any of its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Board of Directors may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that the foregoing shall not prevent the Company from discontinuing the maintenance or operation of any of such properties if such discontinuance is, in the judgment of the management of the Company's management, desirable in the conduct of its business or the business of any of its Subsidiaries and is not disadvantageous in any material respect to the holders of the Securities; (b) Preserve preserve and keep in full force and effect the corporate existence, rightsrights (charter and statutory), licenses and franchises of the Company, Company and each of its Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries as a whole and that the loss thereof is not disadvantageous in any material respect to the holders of Securities; (c) Maintain maintain the books, accounts and records of the Company, Company and its Subsidiaries in accordance with past custom and practice as used in the preparation of the Financial Statements except to the extent permitted or required by GAAP. (d) Keep all of its properties which are of an insurable nature insured with insurers, believed by the Company in good faith to be financially sound responsible, against loss or damage to the extent that property of similar character is usually so insured by corporations similarly situated and owning like properties (which may include self-insurance, if reasonable and in comparable form to that maintained by companies similarly situated.); (e) Comply with all material legal requirements and material contractual obligations applicable to the operations and business of the Company and pay all applicable taxes as they become due and payable; (f) Permit representatives of the Holder of the Debenture and its agents (including their counsel, accountants and consultants), subject to the execution of a reasonable confidentiality agreement, to have reasonable access upon reasonable notice during business hours to the Company's books, records, facilities, key personnel, officers, directors, customers, independent accountants and legal counsel so long as such access does not violate any applicable Federal or state law or cause the loss of the attorney-client privilege; (g) Maintain all material Intellectual Property Rights necessary to the conduct of its business and own or have a valid license to use all right, title and interest in and to, such material Intellectual Property Rights; (h) Deliver Conversion Shares in accordance with the terms and conditions, and time period, set forth in the Debentures; and (i) Take such actions and execute, acknowledge and deliver, at Company's sole cost and expense such agreements, instruments or other documents as the Purchaser may reasonably require from time to time in order to (i) carry out more effectively the purposes of this Agreement and the related documents, (ii) maintain the validity and effectiveness of any of the related documents, and (iii) to better assure, convey, grant, assign, transfer and confirm unto the Purchaser the rights now or hereafter intended to be granted to the Purchaser under this Agreement or any related document.

Required Actions. For so long as any at least 20% of the Debentures Preferred Shares remain outstanding, the Company shall;, and shall cause each Subsidiary to: (a) Cause cause all properties owned by the Company or any of its Subsidiaries or used or held for use in the conduct of its business or the business of any of its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Board of Directors may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; providedPROVIDED, howeverHOWEVER, that the foregoing shall not prevent the Company from discontinuing the maintenance or operation of any of such properties if such discontinuance is, in the judgment of the management of the Company's management, desirable in the conduct of its business or the business of any of its Subsidiaries and is not disadvantageous in any material respect to the holders of the SecuritiesPreferred Shares; (b) Preserve preserve and keep in full force and effect the corporate existence, rightsrights (charter and statutory), licenses and franchises of the CompanyCompany and each of its Subsidiaries; PROVIDED, provided, howeverHOWEVER, that the Company shall not be required to preserve any such right, license or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries as a whole and that the loss thereof is not disadvantageous in any material respect to the holders of SecuritiesPreferred Shares; (c) Maintain maintain the books, accounts and records of the Company, Company and its Subsidiaries in accordance with past custom and practice as used in the preparation of the Financial Statements except to the extent permitted or required by GAAP.; (d) Keep keep all of its and its Subsidiaries' properties which are of an insurable nature insured with insurers, believed by the Company in good faith to be financially sound and responsible, against loss or damage to the extent that property of similar character is usually so insured by corporations similarly situated and owning like properties (which may include self-insurance, if reasonable and in comparable form to that maintained by companies similarly situated.); (e) Comply comply with all material legal requirements and material contractual obligations applicable to the operations and business of the Company and its Subsidiaries and pay all applicable taxes Taxes as they become due and payable; (f) Permit permit representatives of the Holder holders of Preferred Shares (upon the request of holders of Preferred Shares aggregating 12.5% or more of the Debenture Preferred Shares originally issued hereunder) and its their agents (including their counsel, accountants and consultants), subject to the execution of a reasonable confidentiality agreement, ) to have reasonable access upon reasonable notice during business hours to the Company's books, records, facilities, key personnel, officers, directors, customers, independent accountants and legal counsel so long as such access does not violate any applicable Federal or state law or cause the loss of the attorney-client privilegecounsel; (g) Maintain at all times file all reports (including annual reports, quarterly reports and the information, documentation and other reports) required to be filed by the Company under the Exchange Act and Sections 13 and 15 of the rules and regulations adopted by the SEC thereunder, and the Company shall use its best efforts to file each of such reports on a timely basis, and take such further action as any holder or holders of Securities may reasonably request, all to the extent required to enable such holders to sell Securities pursuant to Rule 144 adopted by the SEC under the Securities Act (as such rule may be amended from time to time) or any similar rule or regulation hereafter adopted by the SEC and to enable the Company to register securities with the SEC on Form S-3 or any similar short-form registration statement and upon the filing of each such report deliver a copy thereof to each holder of the Preferred Shares (or, if the Company is no longer subject to the requirements of the Exchange Act, provide reports in substantially the same form and at the same times as would be required if it were subject to the Exchange Act); (h) maintain at all times a valid listing for the Common Stock on a national securities exchange or the Nasdaq National Market System; (i) maintain all material Intellectual Property Rights necessary to the conduct of its business and own or have a valid license to use all right, title and interest in and to, such material Intellectual Property Rights; (hj) Deliver within fifteen (15) days after the Advance Closing Date (but not before) and at each subsequent election of directors, (and each Purchaser agrees to use its best efforts) elect to the Board of Directors of the Company pursuant to Section 5A of the X:\LEGAL\393LMM\DOC\AFHM_1.DOC 27 Certificate of Designations (x) one individual designated by Advance as long as Advance owns any Preferred Shares and (y) one individual elected by the holders of a plurality of the Series A Preferred and Series B Preferred, voting together as a single class; and (k) on the Closing Date, have executed and delivered the Credit Agreement on substantially the same principal terms and conditions as set forth in the commitment letter issued by the lenders a party thereto dated January 7, 1998; and (l) deliver Conversion Shares in accordance with the terms and conditions, and time periodperiods, set forth in the Debentures; and (i) Take such actions and execute, acknowledge and deliver, at Company's sole cost and expense such agreements, instruments or other documents as the Purchaser may reasonably require from time to time in order to (i) carry out more effectively the purposes Certificate of this Agreement and the related documents, (ii) maintain the validity and effectiveness of any of the related documents, and (iii) to better assure, convey, grant, assign, transfer and confirm unto the Purchaser the rights now or hereafter intended to be granted to the Purchaser under this Agreement or any related documentDesignations.

Required Actions. For so So long as any (i) at least (1) 25% of the Debentures Preferred Stock and Conversion Stock or (2) 25% of the principal amount of the Subordinated Notes remain outstandingoutstanding and (ii) the Investors collectively own at least such percentage of such shares or notes, the Company shall;: (a) Cause maintain, preserve and renew its corporate existence and all properties owned by the Company or any of its Subsidiaries or used or held for use in material licenses, authorizations and permits necessary to the conduct of its business to be maintained business; (b) maintain and kept keep its properties in good repair, working order and condition, repair and working order (reasonable wear and tear excepted) and supplied with make all necessary equipment and will cause to be made all necessary or desirable repairs, renewals, renewals and replacements, betterments and improvements thereof, all as in the judgment of the Board of Directors may be necessary so that the its business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that the foregoing shall not prevent the Company from discontinuing the maintenance or operation of any of such properties if such discontinuance is, in the judgment of the Company's management, desirable in the conduct of its business of any of its Subsidiaries and is not disadvantageous in any material respect to the holders of the Securities; (b) Preserve and keep in full force and effect the corporate existence, rights, licenses and franchises of the Company, provided, however, that the Company shall not be required to preserve any such right, license or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the holders of Securities; (c) Maintain pay and discharge when payable all taxes, assessments and governmental charges imposed upon its properties or upon the booksincome or profits therefrom (in each case before the same becomes delinquent and before penalties accrue thereon) and all claims for labor, accounts materials or supplies which if unpaid would by law become a lien upon any of its property, unless and records of to the Company, extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with past custom and practice as used in the preparation of the Financial Statements except to the extent permitted or required by GAAP.GAAP consistently applied) have been established on its books with respect thereto; (d) Keep comply with all of its properties other material obligations which are of an insurable nature insured with insurersit incurs pursuant to any contract or agreement (including the Subordinated Notes), believed by the Company in good faith to be financially sound responsiblewhether oral or written, against loss express or damage implied, as such obligations become due, unless and to the extent that property of similar character is usually so insured the same are being contested in good faith and by corporations similarly situated appropriate proceedings and owning like properties adequate reserves (which may include self-insurance, if reasonable and as determined in comparable form to that maintained by companies similarly situated.)accordance with GAAP consistently applied) have been established on its books with respect thereto; (e) Comply comply with all material legal requirements applicable laws, rules and material contractual obligations applicable to regulations of all governmental authorities, the operations and business violation of the Company and pay all applicable taxes as they become due and payablewhich could have a Material Adverse Effect; (f) Permit representatives maintain with good and responsible insurance companies adequate insurance covering risks of the Holder of the Debenture such types and its agents (including their counsel, accountants and consultants), subject to the execution of a reasonable confidentiality agreement, to have reasonable access upon reasonable notice during business hours to the Company's books, records, facilities, key personnel, officers, directors, customers, independent accountants and legal counsel so long in such amounts as such access does not violate any applicable Federal or state law or cause the loss of the attorney-client privilege;are customary for Comparable Entities; and (g) Maintain maintain proper books of record and account which fairly present its financial condition and results of operations and make provisions on its financial statements for all material Intellectual Property Rights necessary to the conduct of its business and own or have a valid license to use all right, title and interest such proper reserves as in and to, such material Intellectual Property Rights; (h) Deliver Conversion Shares each case are required in accordance with the terms and conditions, and time period, set forth in the Debentures; and (i) Take such actions and execute, acknowledge and deliver, at Company's sole cost and expense such agreements, instruments or other documents as the Purchaser may reasonably require from time to time in order to (i) carry out more effectively the purposes of this Agreement and the related documents, (ii) maintain the validity and effectiveness of any of the related documents, and (iii) to better assure, convey, grant, assign, transfer and confirm unto the Purchaser the rights now or hereafter intended to be granted to the Purchaser under this Agreement or any related documentGAAP consistently applied.

Required Actions. For so long as any of the Debentures remain Debenture remains outstanding, the Company shall;, and shall cause each Subsidiary to: (a) Cause cause all properties owned by the Company or any of its Subsidiaries or used or held for use in the conduct of its business or the business of any of its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Board of Directors may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that the foregoing shall not prevent the Company from discontinuing the maintenance or operation of any of such properties if such discontinuance is, in the judgment of the management of the Company's management, desirable in the conduct of its business or the business of any of its Subsidiaries and is not disadvantageous in any material respect to the holders of the Securities; (b) Preserve preserve and keep in full force and effect the corporate existence, rightsrights (charter and statutory), licenses and franchises of the Company, Company and each of its Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries as a whole and that the loss thereof is not disadvantageous in any material respect to the holders of Securities; (c) Maintain maintain the books, accounts and records of the Company, Company and its Subsidiaries in accordance with past custom and practice as used in the preparation of the Financial Statements except to the extent permitted or required by GAAP.; (d) Keep keep all of its and its Subsidiaries' properties which are of an insurable nature insured with insurers, believed by the Company in good faith to be financially sound and responsible, against loss or damage to the extent that property of similar character is usually so insured by corporations similarly situated and owning like properties (which may include self-insurance, if reasonable and in comparable form to that maintained by companies similarly situated.); (e) Comply comply with all material legal requirements and material contractual obligations applicable to the operations and business of the Company and its Subsidiaries and pay all applicable taxes Taxes as they become due and payable; (f) Permit permit representatives of the Holder any holder of the Debenture Securities and its agents (including their counsel, accountants and consultants), subject to the execution of a reasonable confidentiality agreement, to have reasonable access upon reasonable notice during business hours to the Company's books, records, facilities, key personnel, officers, directors, customers, independent accountants and legal counsel so long as such access does not violate any applicable Federal or state law or cause the loss of the attorney-client privilege; (g) Maintain at all times (i) file all reports (including annual reports, quarterly reports and the information, documentation and other reports) required to be filed by the Company under the Exchange Act and Sections 13 and 15 of the rules and regulations adopted by the SEC thereunder, and the Company shall use its best efforts to file each of such reports on a timely basis, and take such further action as any holder or holders of the Securities, the Conversion Shares or the Warrant Shares may reasonably request (including providing copies of such reports to the holders of the Securities, the Conversion Shares or the Warrant Shares), all to the extent required to enable such holders to sell Securities pursuant to Rule 144 adopted by the SEC under the Securities Act (as such rule may be amended from time to time) or any similar rule or regulation hereafter adopted by the SEC and to enable the Company to register securities with the SEC on Form S-3 or any similar short-form registration statement and upon the filing of each such report deliver a copy thereof to each holder of the Securities, the Conversion Shares or the Warrant Shares, (ii) if the Company is no longer subject to the requirements of the Exchange Act, provide reports to the holders of the Securities, the Conversion Shares or the Warrant Shares in substantially the same form and at the same times as would be required if the Company were subject to the Exchange Act, and (iii) provide to each initial holder of the Securities, the Conversion Shares or the Warrant Shares and each other holder who has entered into a confidentiality agreement with the Company, pursuant to mutually agreeable terms, any material information distributed to the Board of Directors; (h) maintain at all times a valid listing for the Common Stock on a national securities exchange, the NASDAQ National Market System or the NASDAQ SmallCap Market; (i) maintain all material Intellectual Property Rights necessary to the conduct of its business and own or have a valid license to use all right, title and interest in and to, such material Intellectual Property Rights; (hj) Deliver deliver Conversion Shares in accordance with the terms and conditions, and time periodperiods, set forth in the Debentures; andDebenture; (i) Take such actions and execute, acknowledge and deliver, at Company's sole cost and expense such agreements, instruments Keep any property either owned or operated by it or any of its Subsidiaries free of any Environmental Liens or post bonds or other documents as financial assurances Covol Securities Purchase Agreement - 26 - December 7, 1999 sufficient to satisfy the Purchaser may reasonably require from time to time in order to (i) carry out more effectively the purposes of this Agreement and the related documents, obligations or liability evidenced by such Environmental Liens; (ii) maintain comply, and cause its Subsidiaries to comply, in all material respects with Environmental Laws and shall provide to the validity Purchaser documentation of such compliance which the Purchaser reasonably requests; (iii) promptly notify the Purchaser of any Release of a Hazardous Material in excess of any reportable quantity from or onto property owned or operated by the Company, any of its Subsidiaries or, to the knowledge of the Company, any of its licensees and effectiveness take any Remedial Actions required to xxxxx said Release or otherwise to come into compliance with applicable Environmental Law; and (iv) promptly provide the Purchaser with written notice within ten (10) days of the receipt of any of the related documentsfollowing: (a) notice that an Environmental Lien has been filed against any of the real or personal property of the Company, any of its Subsidiaries or, to the knowledge of the Company, any of its licensees; (b) commencement of any Environmental Action or notice that an Environmental Action will be filed against the Company or any Subsidiary; and (iiic) notice of a violation, citation or other administrative order which would reasonably be expected to better assure, convey, grant, assign, transfer and confirm unto the Purchaser the rights now or hereafter intended to be granted to the Purchaser under this Agreement or any related document.cause a Material Adverse Effect; and

Required Actions. For so long as any of the Debentures remain outstanding, the Company shall;, and shall cause each Subsidiary to: (a) Cause cause all properties owned by the Company or any of its Subsidiaries or used or held for use in the conduct of its business or the business of any of its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Board of Directors may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that the foregoing shall not prevent the Company from discontinuing the maintenance or operation of any of such properties if such discontinuance is, in the judgment of the management of the Company's management, desirable in the conduct of its business or the business of any of its Subsidiaries and is not disadvantageous in any material respect to the holders of the Securities; (b) Preserve preserve and keep in full force and effect the corporate existence, rightsrights (charter and statutory), licenses and franchises of the Company, Company and each of its Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries as a whole and that the loss thereof is not disadvantageous in any material respect to the holders of Securities; (c) Maintain maintain the books, accounts and records of the Company, Company and its Subsidiaries in accordance with past custom and practice as used in the preparation of the Financial Statements except to the extent permitted or required by GAAP.; (d) Keep keep all of its and its Subsidiaries' properties which are of an insurable nature insured with insurers, believed by the Company in good faith to be financially sound and responsible, against loss or damage to the extent that property of similar character is usually so insured by corporations similarly situated and owning like properties (which may include self-insurance, if reasonable and in comparable form to that maintained by companies similarly situated.); (e) Comply comply with all material legal requirements and material contractual obligations applicable to the operations and business of the Company and its Subsidiaries and pay all applicable taxes Taxes as they become due and payable; (f) Permit permit representatives of the Holder any holder of the Debenture Securities and its agents (including their counsel, accountants and consultants), subject to the execution of a reasonable confidentiality agreement, to have reasonable access upon reasonable notice during business hours to the Company's books, records, facilities, key personnel, officers, directors, customers, independent accountants and legal counsel so long as such access does not violate any applicable Federal or state law or cause the loss of the attorney-client privilege; (g) Maintain at all times (i) file all reports (including annual reports, quarterly reports and the information, documentation and other reports) required to be filed by the Company under the Exchange Act and Sections 13 and 15 of the rules and regulations adopted by the SEC thereunder, and the Company shall use its best efforts to file each of such reports on a timely basis, and take such further action as any holder or holders of the Securities, the Conversion Shares or the Warrant Shares may reasonably request (including providing copies of such reports to the holders of the Securities, the Conversion Shares or the Warrant Shares), all to the extent required to enable such holders to sell Securities pursuant to Rule 144 adopted by the SEC under the Securities Act (as such rule may be amended from time to time) or any similar rule or regulation hereafter adopted by the SEC and to enable the Company to register securities with the SEC on Form S-3 or any similar short-form registration statement and upon the filing of each such report deliver a copy thereof to each holder of the Securities, the Conversion Shares or the Warrant Shares, (ii) if the Company is no longer subject to the requirements of the Exchange Act, provide reports to the holders of the Securities, the Conversion Shares or the Warrant Shares in substantially the same form and at the same times as would be required if the Company were subject to the Exchange Act, and (iii) provide to each initial holder of the Securities, the Conversion Shares or the Warrant Shares and each other holder who has entered into a confidentiality agreement with the Company, pursuant to mutually agreeable terms, any material information distributed to the Board of Directors; (h) maintain at all times a valid listing for the Common Stock on a national securities exchange, the NASDAQ Stock Market System or reporting on the NASD's OTC Bulletin Board; (i) maintain all material Intellectual Property Rights necessary to the conduct of its business and own or have a valid license to use all right, title and interest in and to, such material Intellectual Property Rights; (hj) Deliver deliver Conversion Shares in accordance with the terms and conditions, and time periodperiods, set forth in the Debentures; and (ik) Take take such actions and execute, acknowledge and deliver, and cause each of the Subsidiaries to take such actions and execute, acknowledge and deliver, at Company's its sole cost and expense such agreements, instruments or other documents as the Purchaser may reasonably require from time to time in order to (i) carry out more effectively the purposes of this Agreement and the related documentsRelated Documents, (ii) maintain the validity and effectiveness of any of the related documentsRelated Documents, and (iii) to better assure, convey, grant, assign, transfer and confirm unto the Purchaser the rights now or hereafter intended to be granted to the Purchaser under this Agreement or any related documentRelated Document.

Required Actions. For so long as any at least 20% of the Debentures Preferred Shares remain outstanding, the Company shall;, and shall cause each Subsidiary to: (a) Cause cause all properties owned by the Company or any of its Subsidiaries or used or held for use in the conduct of its business or the business of any of its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Board of Directors may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that the foregoing shall not prevent the Company from discontinuing the maintenance or operation of any of such properties if such discontinuance is, in the judgment of the management of the Company's management, desirable in the conduct of its business or the business of any of its Subsidiaries and is not disadvantageous in any material respect to the holders of the SecuritiesPreferred Shares; (b) Preserve preserve and keep in full force and effect the corporate existence, rightsrights (charter and statutory), licenses and franchises of the Company, Company and each of its Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries as a whole and that the loss thereof is not disadvantageous in any material respect to the holders of SecuritiesPreferred Shares; (c) Maintain maintain the books, accounts and records of the Company, Company and its Subsidiaries in accordance with past custom and practice as used in the preparation of the Financial Statements except to the extent permitted or required by GAAP.; (d) Keep keep all of its and its Subsidiaries' properties which are of an insurable nature insured with insurers, believed by the Company in good faith to be financially sound and responsible, against loss or damage to the extent that property of similar character is usually so insured by corporations similarly situated and owning like properties (which may include self-insurance, if reasonable and in comparable form to that maintained by companies similarly situated.); (e) Comply comply with all material legal requirements and material contractual obligations applicable to the operations and business of the Company and its Subsidiaries and pay all applicable taxes Taxes as they become due and payable; ; (f) Permit permit representatives of the Holder holders of Preferred Shares (upon the request of holders of Preferred Shares aggregating 12.5% or more of the Debenture Preferred Shares originally issued hereunder) and its their agents (including their counsel, accountants and consultants), subject to the execution of a reasonable confidentiality agreement, ) to have reasonable access upon reasonable notice during business hours to the Company's books, records, facilities, key personnel, officers, directors, customers, independent accountants and legal counsel so long as such access does not violate any applicable Federal or state law or cause the loss of the attorney-client privilegecounsel; (g) Maintain all material Intellectual Property Rights necessary to the conduct of its business and own or have a valid license to use all right, title and interest in and to, such material Intellectual Property Rights; (h) Deliver Conversion Shares in accordance with the terms and conditions, and time period, set forth in the Debentures; and (i) Take such actions and execute, acknowledge and deliver, at Company's sole cost and expense such agreements, instruments or other documents as the Purchaser may reasonably require from time to time in order to (i) carry out more effectively the purposes of this Agreement and the related documents, (ii) maintain the validity and effectiveness of any of the related documents, and (iii) to better assure, convey, grant, assign, transfer and confirm unto the Purchaser the rights now or hereafter intended to be granted to the Purchaser under this Agreement or any related document.