AT ALL TIME ACCURATELY AND
FAIRLY REFLECT ALL OF ITS TRANSACTIONS IN ACCORDANCE WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES CONSISTENTLY APPLIED.
THE BORROWER WILL, AT ANY
REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE NOTICE AND DURING NORMAL
BUSINESS HOURS (AND WITHOUT ANY NECESSITY FOR NOTICE FOLLOWING THE OCCURRENCE OF
AN EVENT OF DEFAULT), PERMIT THE BANK, AND ANY AGENT OR REPRESENTATIVES THEREOF,
TO EXAMINE AND MAKE COPIES OF AND TAKE ABSTRACTS FROM THE RECORDS AND BOOKS OF
ACCOUNT OF, AND VISIT THE PROPERTIES OF THE BORROWER AND ITS SUBSIDIARIES, AND
TO DISCUSS ITS AFFAIRS, FINANCES AND ACCOUNTS WITH ITS OFFICERS, DIRECTORS
AND/OR INDEPENDENT ACCOUNTANTS, ALL OF WHOM ARE HEREBY AUTHORIZED AND DIRECTED
TO COOPERATE WITH THE BANK IN CARRYING OUT THE INTENT OF THIS §6.10.
EACH
FINANCIAL STATEMENT OF THE BORROWER HEREAFTER DELIVERED PURSUANT TO THIS
AGREEMENT WILL BE COMPLETE AND ACCURATE AND WILL FAIRLY PRESENT THE FINANCIAL
CONDITION OF THE BORROWER AS AT THE DATE THEREOF AND FOR THE PERIODS COVERED
THEREBY; PROVIDED, AS TO INTERIM STATEMENTS, THAT FOOTNOTES AND THE INFORMATION
NORMALLY CONTAINED THEREIN ARE NOT INCLUDED AND THAT SUCH STATEMENTS ARE SUBJECT
TO YEAR-END ADJUSTMENTS.
SECTION 7.
NEGATIVE COVENANTS.
WITHOUT LIMITATION OF ANY OTHER COVENANTS AND
AGREEMENTS CONTAINED HEREIN OR ELSEWHERE, THE BORROWER AGREES THAT SO LONG AS
THIS AGREEMENT REMAINS IN EFFECT, AND ANY OBLIGATIONS OF THE BORROWER SHALL BE
OUTSTANDING:
7.1
INDEBTEDNESS.
THE BORROWER WILL NOT CREATE,
INCUR, ASSUME OR SUFFER TO EXIST ANY INDEBTEDNESS (NOR ALLOW ANY OF ITS
SUBSIDIARIES TO CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY INDEBTEDNESS),
EXCEPT FOR:
(a)
Indebtedness owed to the Bank or existing
Indebtedness to BoA, including without limitation future disbursements for use
for working capital, general corporate purposes,
letters of credit or capital
expenditures under a certain $10,000,000 demand line of credit from BoA to the
Borrower;
8
(b)
Indebtedness of the Borrower or any
Subsidiary for taxes, assessments and governmental charges or levies not yet due
and payable;
(c)
unsecured current liabilities of the
Borrower or any Subsidiary (other than for money borrowed or for purchase money
Indebtedness with respect to fixed assets) incurred upon customary terms in the
ordinary course of business;
(d)
purchase money Indebtedness (including,
without limitation, Capital Lease Obligations) hereafter incurred to equipment
vendors, equipment lessor and other Persons providing purchase money financing
to the Borrower for new equipment purchased or leased by the Borrower after the
date hereof for use in the Borrower's business; provided that the Indebtedness
permitted under this clause (d) of this §7.1 will not exceed $500,000 in the
aggregate outstanding at any one time;
(e)
other Indebtedness (not described in any of
clauses (a)-(d) above) existing at the date hereof, but only to the extent set
forth as item 7.1 of the attached Disclosure Schedule;
(f)
any guaranties or other contingent
liabilities expressly permitted pursuant to §7.3; and
(g)
Any Synthetic Lease, so long as the Bank has
previously approved the terms thereof in writing.
7.2
LIENS.
THE BORROWER WILL NOT CREATE, INCUR,
ASSUME