CONSISTING OF GUARANTIES FOR THE BENEFIT OF SUBSIDIARIES OF
BORROWER.
(B)
SELL, TRANSFER OR OTHERWISE DISPOSE OF IN ANY TRANSACTION OR
SERIES OF RELATED TRANSACTIONS DURING THE TERM OF THIS AGREEMENT ANY OF
BORROWER' ASSETS (OTHER THAN (I) SALES OF PRODUCTS OR INTELLECTUAL PROPERTY IN
THE ORDINARY COURSE OF BUSINESS; (II) REINVESTMENTS OR CONVERSIONS OF CASH
EQUIVALENTS TO CASH OR OTHER CASH EQUIVALENTS, (III) DISPOSITIONS OF ASSETS THAT
ARE NO LONGER USED OR USEFUL IN ITS BUSINESS AND (IV) TRANSFERS OF ASSETS TO
SUBSIDIARIES).
(C)
ACQUIRE ANY SECURITIES OF, OR OTHER OWNERSHIP INTEREST IN, ANY
PERSON IN ANY TRANSACTION OR SERIES OF TRANSACTIONS (OTHER THAN
(I) REINVESTMENTS OR CONVERSIONS OF CASH EQUIVALENTS AND (II) INVESTMENTS IN
SUBSIDIARIES);
(D)
DECLARE OR PAY ANY DISTRIBUTIONS ON, OR MAKE ANY REDEMPTIONS OF,
ANY CLASS OR SERIES OF ITS SHARES;
(E)
ENTER INTO ANY AGREEMENT, ARRANGEMENT OR TRANSACTION WITH ANY
OFFICER OR KEY EMPLOYEE OF BORROWER, OR ANY AFFILIATE (OTHER THAN LENDER AND ITS
AFFILIATES), RELATIVE, BENEFICIARY OR EMPLOYEE OF THE FOREGOING, ON TERMS TAKEN
AS A WHOLE ARE LESS FAVORABLE TO BORROWER, AS THE CASE MAY BE, THAN WOULD BE
AVAILABLE IN AN ARM'S-LENGTH TRANSACTION BETWEEN WILLING PARTIES (OTHER THAN
EMPLOYMENT TRANSACTIONS IN THE ORDINARY COURSE OF BUSINESS);
(F)
UNDERTAKE OR AGREE TO UNDERTAKE ANY MERGER OR CONSOLIDATION,
WHETHER OR NOT BORROWER OR A SUBSIDIARY IS THE SURVIVING CORPORATION (OTHER THAN
MERGERS AND CONSOLIDATIONS WITH ANY SUBSIDIARY IN WHICH BORROWER IS THE
SURVIVING ENTITY);
(G)
(I) CHANGE THE ORGANIC FORM OF BORROWER FROM THAT OF A CORPORATION
FORMED UNDER DELAWARE LAW, OR (II) ISSUE ADDITIONAL SHARES OF BORROWER STOCK,
OTHER THAN AS THOSE SHARES DESCRIBED AND PERMITTED TO BE ISSUED TO LENDER UNDER
THIS AGREEMENT AND OPTION AND WARRANT SHARES ISSUED AS A RESULT OF THE EXERCISE,
IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, OF ANY OPTIONS OR WARRANTS CURRENTLY
OUTSTANDING OR PERMITTED UNDER THIS AGREEMENT; OR
(H)
CHANGE BORROWER'S OR ANY SUBSIDIARY'S GENERAL LINE OF BUSINESS.
17
5.2.
AFFIRMATIVE COVENANTS.
BORROWER COVENANTS TO LENDER THAT AT ANY TIME AS
THERE SHALL BE ANY OUTSTANDING AMOUNT AND THE COMMITMENT HAS NOT BEEN
IRREVOCABLY TERMINATED:
(A)
FINANCIAL STATEMENTS.
BORROWER SHALL DELIVER OR CAUSE TO BE
DELIVERED TO LENDER:
(I)
AS SOON AS PRACTICABLE (BUT IN ANY EVENT NOT LATER THAN 75 DAYS
AFTER THE END OF EACH APPLICABLE FISCAL YEAR OF BORROWER INCLUDING AND AFTER
2008), THE CONSOLIDATED BALANCE SHEET OF BORROWER, AS AT THE END OF SUCH YEAR,
AND THE RELATED CONSOLIDATED AND CONSOLIDATING STATEMENT OF INCOME AND STATEMENT
OF CASH FLOW, SETTING FORTH IN COMPARATIVE FORM THE FIGURES FOR THE PREVIOUS
FISCAL YEAR (IF APPLICABLE) AND ALL SUCH CONSOLIDATED AND CONSOLIDATING
STATEMENTS TO BE IN REASONABLE DETAIL, PREPARED IN ACCORDANCE WITH GAAP,
TOGETHER WITH THE REPORT OF BORROWER'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
REASONABLY ACCEPTABLE TO LENDER;
(II)
AS SOON AS PRACTICABLE AND TO THE EXTENT POSSIBLE WITHIN 30 DAYS
AFTER THE END OF EACH MONTH, COPIES OF BORROWER'S INTERNALLY PREPARED
CONSOLIDATED BALANCE SHEET, EACH AS AT THE END OF SUCH MONTH, AND