TAKING
(AND PROPOSE TO TAKE) WITH RESPECT THERETO;
(C)
NOTICE OF CLAIMED DEFAULT - PROMPTLY UPON
RECEIPT BY ANY BORROWER, NOTICE OF DEFAULT, ORAL OR WRITTEN, GIVEN TO SUCH
BORROWER BY ANY CREDITOR FOR BORROWED MONEY IN EXCESS OF $50,000.00;
(D)
SECURITIES AND OTHER REPORTS - IF ANY
BORROWER SHALL BE REQUIRED TO FILE REPORTS WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO SECTION 13(A) OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED, PROMPTLY UPON ITS BECOMING AVAILABLE, ONE COPY OF EACH
FINANCIAL STATEMENT, REPORT, NOTICE OR PROXY STATEMENT SENT BY SUCH BORROWER TO
STOCKHOLDERS GENERALLY, AND, A COPY OF EACH REGULAR OR PERIODIC REPORT, AND ANY
REGISTRATION STATEMENT, OR PROSPECTUS IN RESPECT THEREOF, FILED BY SUCH BORROWER
WITH ANY SECURITIES EXCHANGE OR WITH FEDERAL OR STATE SECURITIES AND EXCHANGE
COMMISSIONS OR ANY SUCCESSOR AGENCY.
6.08
OFFICER'S CERTIFICATE.
ALONG WITH THE SET OF
FINANCIAL STATEMENTS DELIVERED TO LENDER AT THE END OF EACH FISCAL QUARTER AND
FISCAL YEAR PURSUANT TO SECTION 6.07(A) HEREOF, DELIVER TO LENDER A CERTIFICATE
(IN THE FORM OF EXHIBIT 6.08 HERETO AND MADE A PART HEREOF) FROM THE CHIEF
FINANCIAL OFFICER OF BORROWERS SETTING FORTH:
23
(A)
COVENANT COMPLIANCE - THE INFORMATION
(INCLUDING DETAILED CALCULATIONS) REQUIRED IN ORDER TO ESTABLISH WHETHER
BORROWERS ARE IN COMPLIANCE WITH THE REQUIREMENTS OF SECTIONS 6.06 AS OF THE END
OF THE PERIOD COVERED BY THE FINANCIAL STATEMENTS THEN BEING FURNISHED (AND ANY
EXHIBITS APPENDED THERETO) UNDER SECTION 6.07(A) HEREOF; AND
(B)
EVENT OF DEFAULT - THAT THE SIGNER IN HIS
CAPACITY AS AN OFFICER OF BORROWERS HAS REVIEWED THE RELEVANT TERMS OF THIS
AGREEMENT, AND HAS MADE (OR CAUSED TO BE MADE UNDER HIS SUPERVISION) A REVIEW OF
THE TRANSACTIONS AND CONDITIONS OF BORROWERS FROM THE BEGINNING OF THE
ACCOUNTING PERIOD COVERED BY THE FINANCIAL STATEMENTS BEING DELIVERED THEREWITH
TO THE DATE OF THE CERTIFICATE, AND THAT SUCH REVIEW HAS NOT DISCLOSED THE
EXISTENCE DURING SUCH PERIOD OF ANY CONDITION OR EVENT WHICH CONSTITUTES AN
EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT OR IF ANY SUCH CONDITION OR EVENT
EXISTED OR EXISTS, SPECIFYING THE NATURE AND PERIOD OF EXISTENCE THEREOF AND
WHAT ACTION BORROWERS HAVE TAKEN OR PROPOSE TO TAKE WITH RESPECT THERETO.
6.09
INSPECTION.
BORROWERS WILL PERMIT ANY OF LENDER'S
OFFICERS OR OTHER REPRESENTATIVES TO VISIT AND INSPECT ANY BORROWER'S
LOCATION(S) OR WHERE ANY COLLATERAL IS KEPT DURING REGULAR BUSINESS HOURS TO
EXAMINE AND AUDIT ALL OF SUCH BORROWER'S BOOKS OF ACCOUNT, RECORDS, REPORTS AND
OTHER PAPERS, TO MAKE COPIES AND EXTRACTS THEREFROM AND TO DISCUSS ITS AFFAIRS,
FINANCES AND ACCOUNTS WITH ITS OFFICERS, EMPLOYEES AND INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS AND ATTORNEYS.
BORROWERS SHALL PAY TO LENDER ALL REASONABLE
FEES BASED ON STANDARD RATES FOR SUCH INSPECTIONS, CURRENTLY AT THE RATE OF
$1,000 PER DAY, PER PERSON (PLUS OUT-OF-POCKET EXPENSES); PROVIDED THAT, SO LONG
AS NO UNMATURED EVENT OF DEFAULT OR EVENT OF DEFAULT HAS OCCURRED, BORROWER
SHALL ONLY BE OBLIGATED TO REIMBURSE LENDER FOR TWO (2) SUCH INSPECTIONS PER
CALENDAR YEAR.. ALL COSTS,