RECORDS AND TO ANY OF MAKER'S AND ITS SUBSIDIARIES'
PROPERTIES OR ASSETS UPON THREE (3) DAYS' ADVANCE NOTICE AND DURING REGULAR
BUSINESS HOURS IN ORDER THAT SUCH REQUESTING HOLDER OR ITS REPRESENTATIVES MAY
MAKE SUCH AUDITS AND EXAMINATIONS AND MAKE ABSTRACTS FROM SUCH BOOKS, ACCOUNTS,
RECORDS AND OTHER PAPERS OF MAKER AND ITS SUBSIDIARIES, PROVIDED, HOWEVER, THAT
THE SAME REQUESTING HOLDER MAY CONDUCT SUCH INSPECTIONS AND EXAMINATIONS NO MORE
FREQUENTLY THAN TWICE IN ANY 12-MONTH PERIOD, UNLESS AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, IN WHICH CASE NONE OF THE REQUESTING HOLDERS SHALL
BE SO LIMITED, AND (II) UPON REASONABLE ADVANCE NOTIFICATION TO MAKER, PERMIT
SUCH REQUESTING HOLDER OR ITS REPRESENTATIVES TO DISCUSS THE AFFAIRS, FINANCES
AND ACCOUNTS WITH, AND BE ADVISED AS TO THE SAME BY, OFFICERS AND INDEPENDENT
ACCOUNTANTS, ALL AS SUCH REQUESTING HOLDER MAY DEEM APPROPRIATE, INCLUDING
WITHOUT LIMITATION, FOR THE PURPOSE OF VERIFYING ANY CERTIFICATE DELIVERED BY
MAKER TO PAYEE UNDER SECTION 2 HEREOF, PROVIDED THAT ANY SUCH PARTIES ARE A
PARTY TO, OR BOUND BY, AN ACCEPTABLE NON-DISCLOSURE AGREEMENT.
EACH REQUESTING
HOLDER SHALL CONDUCT AT LEAST ONE MEETING WITH AN EXECUTIVE OFFICER OF MAKER IN
THE COURSE OF EACH SUCH INSPECTION AND EXAMINATION OR DISCUSSION WITH OFFICERS
OR INDEPENDENT ACCOUNTANTS.
(B)
COMPLY WITH ALL LAWS, ORDINANCES OR GOVERNMENTAL RULES OR
REGULATIONS TO WHICH IT IS SUBJECT, AND SHALL OBTAIN AND MAINTAIN IN EFFECT ALL
LICENSES, CERTIFICATES, PERMITS, FRANCHISES AND
2
OTHER GOVERNMENTAL AUTHORIZATIONS NECESSARY TO THE OWNERSHIP OF ITS PROPERTIES
OR TO THE CONDUCT OF ITS BUSINESSES, EXCEPT WHERE THE FAILURE TO SO COMPLY OR
OBTAIN OR MAINTAIN WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
(C)
EXCEPT AS OTHERWISE PERMITTED UNDER SECTION 8 OF THIS NOTE, AT ALL
TIMES PRESERVE AND KEEP IN FULL FORCE AND EFFECT (I) ITS CORPORATE EXISTENCE AND
(II) TAKE ALL REASONABLE ACTION TO MAINTAIN ALL RIGHTS AND FRANCHISES NECESSARY
OR DESIRABLE IN THE NORMAL CONDUCT OF ITS BUSINESS, EXCEPT TO THE EXTENT THAT
FAILURE TO DO SO IN THE CASE OF CLAUSE (II) OF THIS SECTION 7(C) WOULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(D)
FURNISH TO PAYEE NOTICE OF THE OCCURRENCE OF ANY EVENT OF DEFAULT
WITHIN FIVE (5) BUSINESS DAYS AFTER IT BECOMES KNOWN TO ANY OF MAKER'S
AUTHORIZED OFFICERS.
(E)
FILE ALL INCOME TAX OR SIMILAR TAX RETURNS REQUIRED TO BE FILED IN
ANY JURISDICTION AND TO PAY AND DISCHARGE ALL TAXES SHOWN TO BE DUE AND PAYABLE
ON SUCH RETURNS AND ALL OTHER TAXES, ASSESSMENTS, GOVERNMENTAL CHARGES, OR
LEVIES PAYABLE BY ANY OF THEM, TO THE EXTENT SUCH TAXES AND ASSESSMENTS HAVE
BECOME DUE AND PAYABLE AND BEFORE THEY HAVE BECOME DELINQUENT, PROVIDED THAT
MAKER NEED NOT PAY ANY SUCH TAX OR ASSESSMENT IF THE AMOUNT, APPLICABILITY OR
VALIDITY THEREOF IS CONTESTED BY MAKER ON A TIMELY BASIS IN GOOD FAITH AND IN
APPROPRIATE PROCEEDINGS, AND MAKER HAS ESTABLISHED ADEQUATE RESERVES THEREFOR IN
ACCORDANCE WITH GAAP ON IT BOOKS.
(F)
OPERATE MAKER'S BUSINESS (AS DEFINED