OF THE SECURITIES TO
PURCHASER AND PROMPTLY PROVIDE COPIES THEREOF TO PURCHASER.
6.4
REPORTING REQUIREMENTS.
THE COMPANY WILL TIMELY FILE WITH THE SEC
ALL REPORTS REQUIRED TO BE FILED PURSUANT TO THE EXCHANGE ACT AND REFRAIN FROM
TERMINATING ITS STATUS AS AN ISSUER REQUIRED BY THE EXCHANGE ACT TO FILE REPORTS
THEREUNDER EVEN IF THE EXCHANGE ACT OR THE RULES OR REGULATIONS THEREUNDER WOULD
PERMIT SUCH TERMINATION.
IN ADDITION, WITHIN 20 DAYS AFTER THE END OF EACH
CALENDAR MONTH, THE COMPANY WILL PROVIDE TO THE PURCHASER A MONTHLY CASH FLOW
STATEMENT, BALANCE SHEET AND INCOME STATEMENT FOR THE IMMEDIATELY PRECEDING
MONTH.
PURCHASER UNDERSTANDS THAT THE PROVISION OF THE INFORMATION DESCRIBED
HEREIN MAY CONSTITUTE MATERIAL NON-PUBLIC INFORMATION AND SUCH INFORMATION WILL
ONLY BE PROVIDED UPON THE EXECUTION BY PURCHASER OF A CONFIDENTIALITY AGREEMENT.
6.5
USE OF FUNDS.
THE COMPANY SHALL USE THE PROCEEDS OF THE SALE OF
THE PREFERRED STOCK AND WARRANT FOR TO PAY THE $3,000,000 NOTE, PAYABLE TO THE
PURCHASER.
THE BALANCE OF THE FUNDS WILL BE USED FOR WORKING CAPITAL.
6.6
ACCESS TO FACILITIES.
THE COMPANY AND EACH OF ITS SUBSIDIARIES
WILL PERMIT ANY REPRESENTATIVES DESIGNATED BY THE PURCHASER (OR ANY TRANSFEREE
OF THE PURCHASER), SO LONG AS SUCH PERSON HOLDS ANY SECURITIES UPON REASONABLE
NOTICE AND DURING NORMAL BUSINESS HOURS, AT SUCH PERSON'S EXPENSE AND
ACCOMPANIED BY A REPRESENTATIVE OF THE COMPANY, TO (A) VISIT AND INSPECT ANY OF
THE PROPERTIES OF THE COMPANY AND EACH OF ITS SUBSIDIARIES, (B) EXAMINE THE
CORPORATE AND FINANCIAL RECORDS OF THE COMPANY AND EACH OF ITS SUBSIDIARIES
(UNLESS SUCH EXAMINATION IS NOT PERMITTED BY FEDERAL, STATE OR LOCAL LAW OR BY
CONTRACT) AND MAKE COPIES THEREOF OR EXTRACTS THEREFROM AND (C) DISCUSS THE
AFFAIRS, FINANCES AND ACCOUNTS OF ANY SUCH CORPORATIONS WITH THE DIRECTORS,
OFFICERS AND INDEPENDENT ACCOUNTANTS OF THE COMPANY AND EACH OF ITS
SUBSIDIARIES.
6.7
TAXES.
EACH OF THE COMPANY AND EACH OF ITS SUBSIDIARIES WILL
PROMPTLY PAY AND DISCHARGE, OR CAUSE TO BE PAID AND DISCHARGED, WHEN DUE AND
PAYABLE, ALL LAWFUL TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES
IMPOSED UPON THE INCOME, PROFITS, PROPERTY OR BUSINESS OF THE COMPANY AND EACH
OF ITS SUBSIDIARIES; PROVIDED, HOWEVER, THAT ANY SUCH TAX, ASSESSMENT, CHARGE OR
LEVY NEED NOT BE PAID IF THE VALIDITY THEREOF SHALL CURRENTLY BE CONTESTED IN
GOOD FAITH BY APPROPRIATE PROCEEDINGS AND THE COMPANY AND EACH OF ITS
SUBSIDIARIES SHALL HAVE SET ASIDE ON ITS BOOKS ADEQUATE RESERVES WITH RESPECT
THERETO, AND PROVIDED, FURTHER, THAT THE COMPANY AND EACH OF ITS SUBSIDIARIES
WILL PAY ALL SUCH TAXES, ASSESSMENTS, CHARGES OR LEVIES FORTHWITH UPON THE
COMMENCEMENT OF PROCEEDINGS TO FORECLOSE ANY LIEN WHICH MAY HAVE ATTACHED AS
SECURITY THEREFOR.
6.8
INSURANCE.
EACH OF THE COMPANY AND EACH OF ITS SUBSIDIARIES WILL
KEEP ITS ASSETS WHICH ARE OF AN INSURABLE CHARACTER INSURED BY FINANCIALLY SOUND
AND REPUTABLE INSURERS AGAINST LOSS OR DAMAGE BY FIRE, EXPLOSION AND OTHER RISKS
CUSTOMARILY INSURED AGAINST BY COMPANIES IN THE COMPANY'S AND EACH OF THE ITS
SUBSIDIARIES' LINE OF BUSINESS, IN AMOUNTS