IP AGREEMENT OR KNOWLEDGE OF AN EVENT THAT MATERIALLY
ADVERSELY AFFECTS THE VALUE OF THE INTELLECTUAL PROPERTY COLLATERAL;
(VI) ANNUALLY, NO LATER THAN THIRTY (30) DAYS AFTER BORROWER'S FISCAL YEAR END,
AND CONTEMPORANEOUSLY WITH ANY UPDATES THERETO, BOARD-APPROVED PROJECTIONS FOR
THE THEN CURRENT FISCAL YEAR; AND (VII) BUDGETS, SALES PROJECTIONS, OPERATING
PLANS OR OTHER FINANCIAL INFORMATION REASONABLY REQUESTED BY BANK.
(B)
WITHIN THIRTY (30) DAYS AFTER THE LAST DAY OF EACH MONTH, DELIVER
TO BANK WITH THE MONTHLY FINANCIAL STATEMENTS A COMPLIANCE CERTIFICATE SIGNED BY
A RESPONSIBLE OFFICER IN THE FORM OF EXHIBIT B.
(C)
ALLOW BANK TO AUDIT BORROWER'S COLLATERAL, INCLUDING, BUT NOT
LIMITED TO, BORROWER'S ACCOUNTS AT BORROWER'S EXPENSE, UPON REASONABLE NOTICE TO
BORROWER; PROVIDED, HOWEVER, PRIOR TO THE OCCURRENCE OF AN EVENT OF DEFAULT,
BORROWER SHALL BE OBLIGATED TO PAY FOR NOT MORE THAN TWO (2) AUDITS PER YEAR.
BORROWER HEREBY ACKNOWLEDGES THAT THE FIRST SUCH AUDIT WILL BE CONDUCTED WITHIN
NINETY (90) DAYS AFTER THE EFFECTIVE DATE.
AFTER THE OCCURRENCE OF AN EVENT OF
DEFAULT, BANK MAY AUDIT BORROWER'S COLLATERAL, INCLUDING, BUT NOT LIMITED TO,
BORROWER'S ACCOUNTS AT BORROWER'S EXPENSE AND AT BANK'S SOLE AND EXCLUSIVE
DISCRETION AND WITHOUT NOTIFICATION AND AUTHORIZATION FROM BORROWER.
(D)
UPON BANK'S REQUEST, PROVIDE A WRITTEN REPORT RESPECTING ANY
FINANCED RECEIVABLE, IF PAYMENT OF ANY FINANCED RECEIVABLE DOES NOT OCCUR BY ITS
DUE DATE AND INCLUDE THE REASONS FOR THE DELAY.
(E)
PROVIDE BANK WITH, AS SOON AS AVAILABLE, BUT NO LATER THAN THIRTY
(30) DAYS FOLLOWING EACH RECONCILIATION PERIOD, AN AGED LISTING OF ACCOUNTS
RECEIVABLE AND ACCOUNTS PAYABLE BY INVOICE DATE, IN FORM ACCEPTABLE TO BANK.
(f)
Provide Bank with, as soon as available, but no
later than thirty (30) days following each Reconciliation Period, a Deferred
Revenue report, in form acceptable to Bank.
6.3
TAXES.
BORROWER SHALL MAKE, AND CAUSE EACH SUBSIDIARY TO MAKE,
TIMELY PAYMENT OF ALL FEDERAL, STATE, AND LOCAL TAXES OR ASSESSMENTS (OTHER THAN
TAXES AND ASSESSMENTS WHICH BORROWER IS CONTESTING IN GOOD FAITH, WITH ADEQUATE
RESERVES MAINTAINED IN ACCORDANCE WITH GAAP) AND WILL DELIVER TO BANK, ON
DEMAND, APPROPRIATE CERTIFICATES ATTESTING TO SUCH PAYMENTS.
6.4
INSURANCE.
KEEP ITS BUSINESS AND THE COLLATERAL INSURED FOR RISKS
AND IN AMOUNTS STANDARD FOR COMPANIES IN BORROWER'S INDUSTRY AND LOCATION, AND
AS BANK MAY REASONABLY REQUEST.
INSURANCE POLICIES SHALL BE IN A FORM, WITH
COMPANIES, AND IN AMOUNTS THAT ARE SATISFACTORY TO BANK.
ALL PROPERTY POLICIES
SHALL HAVE A LENDER'S LOSS PAYABLE ENDORSEMENT SHOWING BANK AS THE SOLE LENDER
LOSS PAYEE AND WAIVE SUBROGATION AGAINST BANK, AND ALL LIABILITY POLICIES SHALL
SHOW, OR HAVE ENDORSEMENTS SHOWING, BANK AS AN ADDITIONAL INSURED.
ALL POLICIES
(OR THE LOSS PAYABLE AND ADDITIONAL INSURED ENDORSEMENTS) SHALL PROVIDE THAT THE
INSURER MUST GIVE BANK AT LEAST TWENTY (20) DAYS NOTICE BEFORE CANCELING,
AMENDING, OR DECLINING TO RENEW ITS POLICY.
AT BANK'S REQUEST, BORROWER SHALL
DELIVER CERTIFIED COPIES OF POLICIES AND EVIDENCE OF ALL PREMIUM PAYMENTS.
PROCEEDS PAYABLE UNDER ANY POLICY SHALL, AT BANK'S OPTION, BE PAYABLE TO BANK ON
ACCOUNT OF THE OBLIGATIONS.
NOTWITHSTANDING