SUCH SUBSIDIARY IS A
WHOLLY-OWNED SUBSIDIARY OF A MAKER AND (II) SUCH SUBSIDIARY BECOMES PARTY TO
THIS NOTE (EITHER BY EXECUTING A COUNTERPART THEREOF OR AN ASSUMPTION OR JOINDER
AGREEMENT IN RESPECT THEREOF) AND, TO THE EXTENT REQUIRED BY THE PAYEE,
SATISFIES EACH CONDITION OF THIS NOTE AS IF SUCH SUBSIDIARY WERE A SUBSIDIARY ON
THE EFFECTIVE DATE.
17
(J)
LIENS.
NO MAKER SHALL CREATE, INCUR OR
PERMIT TO EXIST ANY LIEN OF ANY KIND ON ANY PROPERTY OWNED BY ANY MAKER THAT
WOULD BE SENIOR TO OR PARI PASSUS WITH THE LIEN OF PAYEE GRANTED HEREUNDER,
OTHER THAN THE LIENS GRANTED IN FAVOR OR THE FIRST LIEN SECURED PARTY.
(K)
DIVIDENDS AND CERTAIN OTHER RESTRICTED
PAYMENTS.
NO MAKER SHALL (I) DECLARE OR PAY ANY DIVIDENDS ON OR MAKE ANY OTHER
DISTRIBUTIONS IN RESPECT OF ANY CLASS OR SERIES OF ITS CAPITAL STOCK OR OTHER
EQUITY INTERESTS, OTHER THAN DIVIDENDS PAID TO BIO-KEY BY PSG OR (II) DIRECTLY
OR INDIRECTLY PURCHASE, REDEEM, OR OTHERWISE ACQUIRE OR RETIRE ANY OF ITS
CAPITAL STOCK OR OTHER EQUITY INTERESTS OR ANY WARRANTS, OPTIONS, OR SIMILAR
INSTRUMENTS TO ACQUIRE THE SAME.
(L)
COMPLIANCE WITH LAWS.
(I) EACH MAKER
SHALL COMPLY IN ALL RESPECTS WITH THE REQUIREMENTS OF ALL FEDERAL, STATE, AND
LOCAL LAWS, RULES, REGULATIONS, ORDINANCES AND ORDERS (INCLUDING, WITHOUT
LIMITATION, ENVIRONMENTAL LAWS) APPLICABLE TO OR PERTAINING TO ITS PROPERTY OR
BUSINESS OPERATIONS, WHERE ANY SUCH NON-COMPLIANCE, INDIVIDUALLY OR IN THE
AGGREGATE COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR
RESULT IN A LIEN UPON ANY OF ITS PROPERTY OTHER THAN PERMITTED LIENS.
(M)
HAMILTON SALES AGREEMENT.
BIO-KEY SHALL AND
SHALL CAUSE ITS AFFILIATES TO COMPLY IN ALL MATERIAL RESPECTS WITH TERMS AND
CONDITIONS OF THE HAMILTON SALES AGREEMENT.
IN THE EVENT OF A DEFAULT UNDER THE
HAMILTON SALES AGREEMENT THAT RESULTS IN A DRAW OF THE HAMILTON LC, OR ENTITLES
HAMILTON COUNTY TO DRAW THE HAMILTON LC, PAYEE SHALL HAVE THE RIGHT TO COMPLETE,
OR ARRANGE FOR A THIRD PARTY TO COMPLETE, PERFORMANCE UNDER THE HAMILTON SALES
AGREEMENT, SUBJECT ONLY TO THE APPROVAL OF HAMILTON COUNTY (THE "PERFORMANCE
REMEDY").
IN ANY SUCH CASE, PAYEE SHALL BE ENTITLED TO RECOVER FROM HAMILTON
COUNTY ANY AMOUNTS PAID TO HAMILTON COUNTY UNDER THE HAMILTON LC.
MAKERS SHALL
PROVIDE TO PAYEE A COPY OF ALL NOTICES DELIVERED TO HAMILTON COUNTY OR RECEIVED
BY MAKERS UNDER THE HAMILTON SALES AGREEMENT, INCLUDING, WITHOUT LIMITATION,
NOTICES DELIVERED UNDER SECTION 43 OF THE HAMILTON SALES AGREEMENT, AT THE TIME
SUCH NOTICES ARE RECEIVED OR DELIVERED, AS THE CASE MAY BE, AND PAYEE SHALL
CONTINUE TO BE LISTED AS A PARTY REQUIRED TO RECEIVE COPIES OF ALL NOTICES FROM
MAKERS OR HAMILTON COUNTY UNDER THE HAMILTON SALES AGREEMENT.
BIO-KEY WILL
NOTIFY PAYEE IMMEDIATELY OF ANY DRAW OF, OR NOTICE OF INTENT TO DRAW, THE
HAMILTON LC, AS WELL AS THE OCCURRENCE OF ANY EVENT OF DEFAULT, INCLUDING ANY
MATTER THAT, WITH THE PASSAGE OF TIME, WOULD CONSTITUTE AN EVENT OF DEFAULT).
PAYEE SHALL BE ENTITLED TO PARTICIPATE IN