relating to the Collateral.
(D)
SIGN THE NAME OF THE BORROWERS ON ANY NOTICE TO THE BORROWERS'
ACCOUNT DEBTORS OR VERIFICATION OF THE RECEIVABLES COLLATERAL; SIGN THE
BORROWERS' NAME ON ANY PROOF OF CLAIM IN BANKRUPTCY AGAINST ACCOUNT DEBTORS, AND
ON NOTICES OF LIEN, CLAIMS OF MECHANIC'S LIENS, OR ASSIGNMENTS OR RELEASES OF
MECHANIC'S LIENS SECURING THE ACCOUNTS.
(E)
TAKE ALL SUCH ACTION AS MAY BE NECESSARY TO OBTAIN THE PAYMENT OF
ANY LETTER OF CREDIT AND/OR BANKER'S ACCEPTANCE OF WHICH THE BORROWERS ARE A
BENEFICIARY.
(F)
REPAIR, MANUFACTURE, ASSEMBLE, COMPLETE, PACKAGE, DELIVER, ALTER
OR SUPPLY GOODS, IF ANY, NECESSARY TO FULFILL IN WHOLE OR IN PART THE PURCHASE
ORDER OF ANY CUSTOMER OF THE BORROWERS.
(G)
USE, LICENSE OR TRANSFER ANY OR ALL GENERAL INTANGIBLES OF THE
BORROWERS.
(H)
SIGN AND FILE OR RECORD ANY FINANCING OR OTHER STATEMENTS IN ORDER
TO PERFECT OR PROTECT THE LENDER'S SECURITY INTEREST IN THE COLLATERAL.
8-2.
NO OBLIGATION TO ACT.
THE LENDER SHALL NOT BE OBLIGATED TO DO ANY
OF THE ACTS OR TO EXERCISE ANY OF THE POWERS AUTHORIZED BY SECTION 8-1 HEREIN,
BUT IF THE LENDER ELECTS TO DO ANY SUCH ACT OR TO EXERCISE ANY OF SUCH POWERS,
IT SHALL NOT BE ACCOUNTABLE FOR MORE THAN IT ACTUALLY RECEIVES AS A RESULT OF
SUCH EXERCISE OF POWER, AND SHALL NOT BE RESPONSIBLE TO THE BORROWERS FOR ANY
ACT OR OMISSION TO ACT EXCEPT FOR ANY ACT OR OMISSION TO ACT AS TO WHICH THERE
IS A FINAL DETERMINATION MADE IN A JUDICIAL PROCEEDING (IN WHICH PROCEEDING THE
LENDER HAS HAD AN OPPORTUNITY TO BE HEARD) WHICH DETERMINATION INCLUDES A
SPECIFIC FINDING THAT THE SUBJECT ACT OR OMISSION TO ACT HAD BEEN GROSSLY
NEGLIGENT OR IN ACTUAL BAD FAITH.
ARTICLE 9 - FINANCIAL AND OTHER REPORTING REQUIREMENTS/FINANCIAL COVENANTS
9-1.
MAINTAIN RECORDS.
THE BORROWERS SHALL:
(A)
AT ALL TIMES, KEEP PROPER BOOKS OF ACCOUNT, IN WHICH FULL, TRUE,
AND ACCURATE ENTRIES SHALL BE MADE OF ALL OF THE BORROWERS' TRANSACTIONS, ALL IN
ACCORDANCE WITH GAAP APPLIED CONSISTENTLY WITH PRIOR PERIODS TO FAIRLY REFLECT
THE FINANCIAL CONDITION OF THE BORROWERS AT THE CLOSE OF, AND ITS RESULTS OF
OPERATIONS FOR, THE PERIODS IN QUESTION.
(B)
TIMELY PROVIDE THE LENDER WITH THOSE FINANCIAL REPORTS,
STATEMENTS, AND SCHEDULES REQUIRED BY THIS ARTICLE 9 OR OTHERWISE, EACH OF WHICH
REPORTS, STATEMENTS AND SCHEDULES SHALL BE PREPARED, TO THE EXTENT APPLICABLE,
IN ACCORDANCE WITH GAAP APPLIED CONSISTENTLY WITH PRIOR PERIODS TO FAIRLY
REFLECT THE FINANCIAL CONDITION OF THE BORROWERS AT THE CLOSE OF, AND ITS
RESULTS OF OPERATIONS FOR, THE PERIOD(S) COVERED THEREIN.
(C)
AT ALL TIMES, KEEP ACCURATE CURRENT RECORDS OF THE COLLATERAL
INCLUDING, WITHOUT LIMITATION, ACCURATE CURRENT STOCK, COST, AND SALES RECORDS
OF ITS INVENTORY, ACCURATELY AND
33
sufficiently itemizing and describing the kinds, types, and quantities of
Inventory and the cost and selling prices thereof
(D)
AT ALL TIMES, RETAIN INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS WHO
ARE REASONABLY SATISFACTORY TO THE LENDER AND INSTRUCT SUCH ACCOUNTANTS TO FULLY
COOPERATE WITH, AND BE AVAILABLE