OR ANY INSTRUMENT OF FURTHER ASSURANCE, EXCEPT
WHERE PROHIBITED BY LAW TO DO SO, IN WHICH EVENT LENDER MAY DECLARE THE LOAN TO
BE IMMEDIATELY
16
DUE AND PAYABLE.
BORROWER SHALL HOLD HARMLESS AND INDEMNIFY LENDER, AND ITS
SUCCESSORS AND ASSIGNS, AGAINST ANY LIABILITY INCURRED AS A RESULT OF THE
IMPOSITION OF ANY TAX ON THE MAKING AND RECORDING OF THIS AGREEMENT.
SECTION 2.05.
COST OF DEFENDING AND UPHOLDING LIEN.
IF ANY ACTION OR
PROCEEDING IS COMMENCED TO WHICH LENDER IS MADE A PARTY RELATING TO THE LOAN
DOCUMENTS AND/OR THE COLLATERAL OR LENDER'S INTEREST THEREIN OR IN WHICH IT
BECOMES NECESSARY TO DEFEND OR UPHOLD THE LIEN OF THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT, BORROWER SHALL, ON DEMAND, REIMBURSE LENDER FOR ALL EXPENSES
(INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS)
INCURRED BY LENDER IN CONNECTION THEREWITH, AND SUCH SUM, TOGETHER WITH INTEREST
THEREON AT THE DEFAULT RATE FROM AND AFTER SUCH DEMAND UNTIL FULLY PAID, SHALL
CONSTITUTE A PART OF THE LOAN.
SECTION 2.06.
FINANCIAL REPORTS.
BORROWER SHALL KEEP ACCURATE AND COMPLETE
BOOKS, RECORDS AND ACCOUNTS IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES ("GAAP") OR THE UNIFORM SYSTEM OF ACCOUNTS (OR SUCH OTHER ACCOUNTING
BASIS REASONABLY ACCEPTABLE TO LENDER) CONSISTENTLY APPLIED WITH RESPECT TO THE
FINANCIAL AFFAIRS OF BORROWER, INCLUDING, BUT NOT LIMITED TO, THE FINANCIAL
AFFAIRS OF BORROWER WHICH RELATE TO THE COLLATERAL AND ALL SUMS DUE OR WHICH MAY
BECOME DUE THEREUNDER.
BORROWER SHALL, WITHIN TEN (10) BUSINESS DAYS AFTER
REQUEST AND AT ITS SOLE COST AND EXPENSE, DELIVER TO LENDER ANY OF SUCH BOOKS
AND RECORDS AS MAY BE REQUESTED BY LENDER.
LENDER SHALL HAVE THE RIGHT FROM
TIME TO TIME AT ALL TIMES DURING NORMAL BUSINESS HOURS TO EXAMINE SUCH BOOKS,
RECORDS AND ACCOUNTS AT THE OFFICE OF BORROWER OR OTHER PERSON MAINTAINING SUCH
BOOKS, RECORDS AND ACCOUNTS AND TO MAKE COPIES OR EXTRACTS THEREOF AS LENDER
SHALL DESIRE.
BORROWER SHALL, FROM TIME TO TIME, WITHIN THIRTY (30) DAYS AFTER
REQUEST AND AT ITS SOLE COST AND EXPENSE, DELIVER TO LENDER SUCH INFORMATION,
REPORTS AND ADDITIONAL FINANCIAL INFORMATION WITH RESPECT TO THE FINANCIAL
AFFAIRS OF BORROWER AS LENDER SHALL REASONABLY REQUEST.
BORROWER WILL FURNISH
LENDER ANNUALLY, WITHIN ONE HUNDRED TWENTY (120) DAYS FOLLOWING THE END OF EACH
FISCAL YEAR OF BORROWER, WITH A COMPLETE COPY OF BORROWER'S FINANCIAL STATEMENT
AUDITED BY AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT THAT IS ACCEPTABLE TO
LENDER IN ACCORDANCE WITH GAAP OR THE UNIFORM SYSTEM OF ACCOUNTS (OR SUCH OTHER
ACCOUNTING BASIS REASONABLY ACCEPTABLE TO LENDER) CONSISTENTLY APPLIED COVERING
(I) ALL OF THE FINANCIAL AFFAIRS OF BORROWER FOR SUCH FISCAL YEAR AND CONTAINING
A STATEMENT OF REVENUES AND EXPENSES, A STATEMENT OF ASSETS AND LIABILITIES AND
A STATEMENT OF BORROWER'S EQUITY.
TOGETHER WITH BORROWER'S ANNUAL FINANCIAL
STATEMENTS, BORROWER SHALL FURNISH TO LENDER AN OFFICER'S CERTIFICATE CERTIFYING
AS OF THE DATE THEREOF (I) THAT THE ANNUAL FINANCIAL STATEMENTS ACCURATELY
REPRESENT THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF BORROWER ALL IN
ACCORDANCE WITH GAAP OR THE UNIFORM SYSTEM OF