ALSO MAINTAIN INSURANCE RELATING TO GUARANTOR'S OWNERSHIP AND
USE OF THE CHARGED COLLATERAL IN AMOUNTS AND OF A TYPE THAT ARE CUSTOMARY TO
BUSINESSES SIMILAR TO GUARANTOR'S. ALL SUCH POLICIES OF INSURANCE SHALL BE IN
SUCH FORM, WITH SUCH COMPANIES, AND IN SUCH AMOUNTS AS REASONABLY SATISFACTORY
TO THE LENDER.
ALL SUCH POLICIES OF PROPERTY INSURANCE SHALL CONTAIN LENDER'S
LOSS PAYABLE ENDORSEMENT, IN A FORM SATISFACTORY TO LENDER, SHOWING LENDER AS AN
ADDITIONAL LOSS PAYEE THEREOF AND ALL LIABILITY INSURANCE POLICIES SHALL SHOW
LENDER, AS AN ADDITIONAL INSURED, AND SHALL SPECIFY THAT THE INSURER MUST GIVE
AT LEAST TWENTY (20) DAYS NOTICE TO LENDER BEFORE CANCELING ITS POLICY FOR ANY
REASON.
UPON LENDER'S REQUEST, GUARANTOR SHALL DELIVER TO LENDER CERTIFIED
COPIES OF SUCH POLICIES OF INSURANCE AND EVIDENCE OF THE PAYMENTS OF ALL
PREMIUMS THEREFOR. IF AN EVENT OF DEFAULT HAS OCCURRED, ALL PROCEEDS PAYABLE
UNDER ANY SUCH POLICY SHALL, AT THE OPTION OF LENDER, BE PAYABLE TO LENDER TO BE
APPLIED ON ACCOUNT OF THE GUARANTOR OBLIGATIONS.
3.5
RECORDS.
GUARANTOR SHALL PREPARE AND KEEP, IN ACCORDANCE WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES CONSISTENTLY APPLIED, COMPLETE AND
ACCURATE RECORDS REGARDING ANY PORTION OF THE CHARGED COLLATERAL, AND, IF AND
WHEN REQUESTED BY THE LENDER, SHALL PREPARE AND DELIVER A COMPLETE AND ACCURATE
SCHEDULE OF ALL OR ANY PORTION OF THE CHARGED COLLATERAL IN SUCH DETAIL AS THE
LENDER MAY REASONABLY REQUIRE.
3.6
INSPECTION OF GUARANTOR.
UPON REASONABLE PRIOR NOTICE AND AT
REASONABLE TIMES DURING NORMAL BUSINESS HOURS, GUARANTOR HEREBY AUTHORIZES
LENDER'S OFFICERS, EMPLOYEES, REPRESENTATIVES AND AGENTS TO INSPECT ALL OR ANY
PORTION OF THE CHARGED COLLATERAL AND TO DISCUSS THE CHARGED COLLATERAL AND ANY
BOOKS AND RECORDS RELATED THERETO WITH GUARANTOR'S OFFICERS AND EMPLOYEES.
3.7
FEES AND COSTS.
GUARANTOR SHALL PAY ALL REASONABLE REGISTRATION
FEES AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, INCURRED BY LENDER IN
THE PRESERVATION, REALIZATION, ENFORCEMENT OR EXERCISE OF ANY LENDER'S RIGHTS
UNDER THIS AGREEMENT.
3.8
NOTICE TO LENDER.
GUARANTOR SHALL BE OBLIGATED TO PROVIDE WRITTEN
NOTICE TO LENDER OF: (I) ANY LITIGATION OR ADMINISTRATIVE OR REGULATORY
PROCEEDING AFFECTING GUARANTOR WHERE RELIEF REQUESTED WOULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; (II) ANY SUBSTANTIAL DISPUTE WHICH
MAY EXIST BETWEEN GUARANTOR OR ANY GOVERNMENTAL OR REGULATORY AUTHORITY, WHICH
WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; (III) ANY CHANGE
IN THE LOCATION OF ANY OF GUARANTOR'S PLACES OF BUSINESS OR ANY PORTION OF THE
CHARGED COLLATERAL AT LEAST THIRTY (30) DAYS IN ADVANCE OF SUCH CHANGE, OR OF
THE ESTABLISHMENT OF ANY NEW, OR THE DISCONTINUANCE OF ANY EXISTING, PLACE OF
BUSINESS AND (IV) ANY DISPUTE OR DEFAULT BY GUARANTOR OR ANY OTHER PARTY UNDER
ANY JOINT
VENTURE, PARTNERING, DISTRIBUTION, CROSS-LICENSING, STRATEGIC ALLIANCE,
COLLABORATIVE RESEARCH OR MANUFACTURING, LICENSE OR SIMILAR AGREEMENT WHICH
WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
4.
Negative Covenants.
Guarantor shall not:
4.1
MERGERS OR ACQUISITIONS.
MERGE OR CONSOLIDATE, OR PERMIT ANY OF
ITS PARENT SUBSIDIARIES TO MERGE OR CONSOLIDATE, WITH OR INTO ANY OTHER BUSINESS
ORGANIZATION (OTHER