ONCE EACH CALENDAR
QUARTER), TO EXAMINE, COPY AND MAKE EXTRACTS FROM ITS BOOKS AND RECORDS AND TO
DISCUSS ITS BUSINESS, FINANCES, CONDITION AND AFFAIRS WITH ITS OFFICERS, ALL TO
THE EXTENT REASONABLY REQUESTED BY THE LENDER.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS SECTION 9(E)(V), NONE OF THE BORROWERS OR ANY SUBSIDIARY
THEREOF WILL BE REQUIRED TO DISCLOSE, PERMIT THE INSPECTION, EXAMINATION OR
MAKING COPIES OR ABSTRACTS OF, OR DISCUSSION OF, ANY DOCUMENT, INFORMATION OR
OTHER MATTER THAT (A) CONSTITUTES NON-FINANCIAL TRADE SECRETS OR NON-FINANCIAL
PROPRIETARY INFORMATION OR (B) IN RESPECT OF WHICH DISCLOSURE TO THE LENDER (OR
THEIR RESPECTIVE REPRESENTATIVES OR CONTRACTORS) IS PROHIBITED BY LAW OR ANY
BINDING AGREEMENT;
(F)
COMPLIANCE WITH CONTRACTUAL OBLIGATIONS
AND REQUIREMENTS OF LAW.
COMPLY WITH CONTRACTUAL OBLIGATIONS AND REQUIREMENTS
OF LAWS IN ALL MATERIAL RESPECTS; AND
(G)
FURTHER ASSURANCES.
FROM TIME TO TIME
EXECUTE AND DELIVER, OR CAUSE TO BE EXECUTED AND DELIVERED, SUCH ADDITIONAL
INSTRUMENTS, CERTIFICATES OR DOCUMENTS, AND TAKE ALL SUCH ACTIONS, AS THE LENDER
MAY REASONABLY REQUEST FOR THE PURPOSES OF IMPLEMENTING OR EFFECTUATING THE
PROVISIONS OF THIS NOTE AND THE GUARANTEE.
UPON THE EXERCISE BY THE LENDER OF
ANY POWER, RIGHT, PRIVILEGE OR REMEDY PURSUANT TO THIS NOTE WHICH REQUIRES ANY
CONSENT, APPROVAL, RECORDING, QUALIFICATION OR AUTHORIZATION OF ANY GOVERNMENTAL
AUTHORITY, EACH BORROWER WILL EXECUTE AND DELIVER, OR WILL CAUSE THE EXECUTION
AND DELIVERY OF, ALL APPLICATIONS, CERTIFICATIONS, INSTRUMENTS AND OTHER
DOCUMENTS AND PAPERS THAT THE LENDER MAY BE REQUIRED TO OBTAIN FROM SUCH
BORROWER FOR SUCH GOVERNMENTAL CONSENT, APPROVAL, RECORDING, QUALIFICATION OR
AUTHORIZATION.
SECTION 10.
Negative Covenants.
So long as this Note remains outstanding and the principal of and interest on
the Loan and all Expenses have not been paid in full in cash, each of the
Borrowers shall not:
(A)
BORROWER INDEBTEDNESS AND LIABILITIES.
CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY BORROWER INDEBTEDNESS OR ANY OTHER
LIABILITIES, EXCEPT (I) BORROWER INDEBTEDNESS OUTSTANDING AND OTHER OBLIGATIONS
OWING HEREUNDER, (II) LIABILITIES FOR WHICH
18
NOT MORE THAN $50,000 IS REQUIRED TO BE EXPENDED IN ANY YEAR, IN THE AGGREGATE
AMONG ALL OF THE BORROWERS, PER ANNUM, AND (III) BORROWER INDEBTEDNESS OWING TO
ANY OF THE GUARANTORS ON TERMS AND CONDITIONS (INCLUDING, WITHOUT LIMITATION, AS
TO SUBORDINATION) REASONABLY SATISFACTORY TO THE LENDER THAT IS INCURRED TO
SATISFY THE OBLIGATIONS OF THE BORROWERS IN RESPECT OF AMOUNTS OWING UNDER
SECTION 6;
(B)
PROHIBITION ON LIENS.
CREATE, INCUR, ASSUME
OR SUFFER TO EXIST ANY LIEN UPON ANY OF ITS PROPERTY, WHETHER NOW OWNED OR
HEREAFTER ACQUIRED; EXCEPT LIENS NOT PROHIBITED BY THE ACQUISITION COMPANY
GUARANTEES;
(C)
PROHIBITION ON FUNDAMENTAL CHANGES.
ENTER
INTO ANY MERGER, CONSOLIDATION, AMALGAMATION OR ANY OTHER TRANSACTION
FUNDAMENTALLY CHANGING THE ORGANIZATION OR STRUCTURE OF THE BORROWERS OR ENGAGE
IN ANY TYPE OF BUSINESS OTHER THAN AS SET FORTH IN SUCH BORROWER'S
ORGANIZATIONAL DOCUMENTS EFFECTIVE AS OF THE DATE HEREOF;
(D)
PROHIBITION ON SALE OF ASSETS; ISSUANCE OF
EQUITY.
CONVEY, SELL, LEASE, ASSIGN, TRANSFER OR OTHERWISE DISPOSE OF ANY
ASSETS OR PROPERTY (INCLUDING THE UNITS), OR ISSUE ANY