NOT EXCEEDING AT ANY ONE TIME AN AGGREGATE OF $25,000;
(C)
PREPAID RENT NOT EXCEEDING ONE MONTH (EXCEPT THAT, WITH RESPECT TO
THE BORROWER'S LEASES OF PREMISES IN IRVINE, CALIFORNIA AND IN CLEARFIELD, UTAH,
PREPAID RENT MAY NOT EXCEED TWO MONTHS) OR SECURITY DEPOSITS, IN EACH CASE,
EXCEPT AS APPROVED BY ORDER OF THE BANKRUPTCY COURT IN THE BANKRUPTCY CASE; AND
(D)
CURRENT INVESTMENTS IN THE SUBSIDIARIES IN EXISTENCE ON THE DATE
HEREOF AND LISTED IN SCHEDULE 5.5 HERETO.
Section 6.7
Dividends and Distributions.
The Borrower will not
declare or pay any dividends (other than dividends payable solely in stock of
the Borrower) on any class of its stock, or make any payment on account of the
purchase, redemption or other retirement of any shares of such stock, or other
securities or evidence of its indebtedness or make any distribution in respect
thereof, either directly or indirectly, without the prior written consent of the
Lender.
Section 6.8
Salaries.
The Borrower will not pay excessive or
unreasonable salaries, bonuses, commissions, consultant fees or other
compensation.
Section 6.9
Books and Records; Collateral Examination, Inspection
and Appraisals.
(A)
THE BORROWER WILL KEEP ACCURATE BOOKS OF RECORD AND ACCOUNT FOR
ITSELF PERTAINING TO THE COLLATERAL AND PERTAINING TO THE BORROWER'S BUSINESS
AND FINANCIAL CONDITION AND SUCH OTHER MATTERS AS THE LENDER MAY FROM TIME TO
TIME REQUEST IN WHICH TRUE AND COMPLETE ENTRIES WILL BE MADE IN ACCORDANCE WITH
GAAP AND, UPON THE LENDER'S REQUEST, AND AT
32
BORROWER'S EXPENSE,
WILL PERMIT ANY OFFICER, EMPLOYEE, ATTORNEY, ACCOUNTANT OR
OTHER AGENT OF THE LENDER TO AUDIT, REVIEW, MAKE EXTRACTS FROM OR COPY ANY AND
ALL COMPANY AND FINANCIAL BOOKS AND RECORDS OF THE BORROWER AT ALL TIMES DURING
ORDINARY BUSINESS HOURS, TO SEND AND DISCUSS WITH ACCOUNT DEBTORS AND OTHER
OBLIGORS REQUESTS FOR VERIFICATION OF AMOUNTS OWED TO THE BORROWER, AND TO
DISCUSS THE BORROWER'S AFFAIRS WITH ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR
AGENTS.
(B)
THE BORROWER HEREBY IRREVOCABLY AUTHORIZES ALL ACCOUNTANTS AND
THIRD PARTIES TO DISCLOSE AND DELIVER TO THE LENDER OR ITS DESIGNATED AGENT, AT
THE BORROWER'S EXPENSE, ALL FINANCIAL INFORMATION, BOOKS AND RECORDS, WORK
PAPERS, MANAGEMENT REPORTS AND OTHER INFORMATION IN THEIR POSSESSION REGARDING
THE BORROWER.
(C)
THE BORROWER WILL PERMIT THE LENDER OR ITS EMPLOYEES, ACCOUNTANTS,
ATTORNEYS OR AGENTS, TO EXAMINE AND INSPECT ANY COLLATERAL OR ANY OTHER PROPERTY
OF THE BORROWER AT ANY TIME DURING ORDINARY BUSINESS HOURS.
(D)
THE LENDER MAY ALSO, FROM TIME TO TIME, NO MORE THAN ONE TIME EACH
CALENDAR YEAR, OBTAIN AT THE BORROWER'S EXPENSE AN APPRAISAL OF INVENTORY AND
EQUIPMENT BY AN APPRAISER ACCEPTABLE TO THE LENDER IN ITS SOLE DISCRETION;
PROVIDED THAT IF AT ANY TIME AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING,
THE LENDER MAY OBTAIN AT THE BORROWER'S EXPENSE AS MANY APPRAISALS OF INVENTORY
AND EQUIPMENT AS THE LENDER DEEMS APPROPRIATE IN ITS SOLE DISCRETION.
Section 6.10
Account Verification.
(A)
THE LENDER OR ITS AGENT MAY AT ANY TIME AND FROM TIME TO TIME SEND
OR REQUIRE