business engaged in by the Borrowers on the date hereof.
ARTICLE VI
NEGATIVE COVENANTS
From the date of this Agreement and thereafter until the Loans and all of the
Borrowers' other obligations under this Agreement have been paid in full, unless
the Required Lenders shall otherwise consent in writing, the Borrowers will not
do any of the following:
Section 6.1
Liens.
Create, incur, assume or suffer to exist any Lien
upon any of its property, assets or revenues, whether now owned or hereafter
acquired, other than the following:
(A)
LIENS PURSUANT TO ANY LOAN DOCUMENT;
(B)
LIENS DISCLOSED PURSUANT TO A SEARCH OF THE PUBLIC RECORDS
MAINTAINED BY THE MINNESOTA SECRETARY OF STATE CONDUCTED AS OF FEBRUARY 5, 2009;
(C)
LIENS FOR TAXES NOT YET DUE OR WHICH ARE BEING CONTESTED IN GOOD
FAITH AND BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED, IF ADEQUATE RESERVES
WITH RESPECT THERETO ARE MAINTAINED IN ACCORDANCE WITH GAAP CONSISTENTLY
APPLIED;
16
(D)
PLEDGES OR DEPOSITS IN THE ORDINARY COURSE OF BUSINESS IN
CONNECTION WITH WORKERS' COMPENSATION, UNEMPLOYMENT INSURANCE AND OTHER SOCIAL
SECURITY LEGISLATION, OTHER THAN ANY LIEN IMPOSED BY ERISA;
(E)
DEPOSITS TO SECURE THE PERFORMANCE OF BIDS, TRADE CONTRACTS AND
LEASES, STATUTORY OBLIGATIONS, SURETY BONDS (OTHER THAN BONDS RELATED TO
JUDGMENTS OR LITIGATION), PERFORMANCE BONDS AND OTHER OBLIGATIONS OF A LIKE
NATURE INCURRED IN THE ORDINARY COURSE OF BUSINESS;
(F)
EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS AND OTHER SIMILAR
ENCUMBRANCES AFFECTING REAL PROPERTY WHICH, IN THE AGGREGATE, ARE NOT
SUBSTANTIAL IN AMOUNT, AND WHICH DO NOT IN ANY CASE MATERIALLY DETRACT FROM THE
VALUE OF THE PROPERTY SUBJECT THERETO OR MATERIALLY INTERFERE WITH THE ORDINARY
CONDUCT OF THE BUSINESS OF THE BORROWERS; AND
(G)
PURCHASE MONEY LIENS UPON OR IN FURNITURE, FIXTURES AND EQUIPMENT
ACQUIRED BY BORROWERS TO SECURE THE PURCHASE PRICE OF SUCH FURNITURE, FIXTURES
AND EQUIPMENT OR TO SECURE DEBT INCURRED SOLELY FOR THE PURPOSE OF FINANCING THE
ACQUISITION OF ANY SUCH FURNITURE, FIXTURES AND EQUIPMENT, OR LIENS EXISTING ON
ANY SUCH FURNITURE, FIXTURES AND EQUIPMENT AT THE TIME OF ACQUISITION (OTHER
THAN ANY SUCH LIENS CREATED IN CONTEMPLATION OF SUCH ACQUISITION THAT DO NOT
SECURE THE PURCHASE PRICE); PROVIDED THAT THE INDEBTEDNESS SECURED THEREBY DOES
NOT EXCEED THE COST OR FAIR MARKET VALUE, WHICHEVER IS LOWER, OF THE PROPERTY
BEING ACQUIRED ON THE DATE OF ACQUISITION, AND PROVIDED FURTHER, THAT BORROWERS
SHALL NOT INCUR PURCHASE MONEY LIENS AGAINST ANY ASSETS AT THE RESTAURANT IN
EXCESS OF $100,000 IN ANY CALENDAR YEAR WITHOUT THE PRIOR WRITTEN CONSENT OF THE
ADMINISTRATIVE AGENT; AND
(H)
LIENS CREATED IN FAVOR OF THE LENDERS IN CONNECTION WITH
ADDITIONAL LOANS AUTHORIZED AND PERMITTED PURSUANT TO SECTION 2.2; PROVIDED THAT
SUCH LIENS MAY NOT BE CREATED AGAINST THE RESTAURANT OR THE ASSETS LOCATED ON OR
USED IN CONNECTION WITH THE RESTAURANT.
Section 6.2
Investments.
Make any Investments, except:
(A)
INVESTMENTS HELD BY BORROWERS IN THE FORM OF CASH AND CASH
EQUIVALENTS; AND
(B)
INVESTMENTS IN SUBSIDIARIES ON THE DATE HEREOF, OTHERWISE MADE IN
SUBSIDIARIES IN THE ORDINARY COURSE OF BORROWERS' BUSINESS.