DEFAULT
SHALL EXIST OR HAVE OCCURRED AND IS CONTINUING, (A) AGINGS OF ACCOUNTS
RECEIVABLE TOGETHER WITH A RECONCILIATION TO THE PREVIOUS MONTH'S AGING AND
GENERAL LEDGER), (B) AGINGS OF ACCOUNTS PAYABLE (AND INCLUDING INFORMATION
INDICATING THE AMOUNTS OWING TO OWNERS AND LESSORS OF LEASED PREMISES,
WAREHOUSES, PROCESSORS AND OTHER THIRD PARTIES FROM TIME TO TIME IN POSSESSION
OF ANY COLLATERAL); (C) SCHEDULES OF SALES MADE, CREDITS ISSUED AND CASH
RECEIVED, (D) INVENTORY REPORTS BY LOCATION AND CATEGORY (AND INCLUDING THE
AMOUNTS OF INVENTORY AND THE VALUE THEREOF AT, ANY LEASED LOCATIONS AND AT
PREMISES OF WAREHOUSES, PROCESSORS OR OTHER THIRD PARTIES), (E) REPORT OF
QUANTITY OF GREEN COFFEE INCLUDED IN INVENTORY, AND (F) A BORROWING BASE
CERTIFICATE SETTING FORTH THE CALCULATION OF THE BORROWING BASE AS OF THE LAST
BUSINESS DAY OF THE IMMEDIATELY PRECEDING MONTH, DULY COMPLETED AND EXECUTED BY
THE CHIEF FINANCIAL OFFICER, VICE PRESIDENT OF FINANCE, TREASURER OR CONTROLLER
OF BORROWERS, TOGETHER WITH ALL SCHEDULES REQUIRED PURSUANT TO THE TERMS OF THE
BORROWING BASE CERTIFICATE DULY COMPLETED
(III)
UPON LENDER'S REQUEST, (A) COPIES OF
CUSTOMER STATEMENTS, PURCHASE ORDERS, SALES INVOICES, CREDIT MEMOS, REMITTANCE
ADVICES AND REPORTS, AND COPIES OF DEPOSIT SLIPS AND BANK STATEMENTS, (B) COPIES
OF SHIPPING AND DELIVERY DOCUMENTS, AND (C) COPIES OF PURCHASE ORDERS, INVOICES
AND DELIVERY DOCUMENTS FOR INVENTORY AND EQUIPMENT ACQUIRED BY ANY BORROWER OR
GUARANTOR;
(IV)
SUCH OTHER REPORTS AS TO THE COLLATERAL AS
LENDER SHALL REASONABLY REQUEST FROM TIME TO TIME.
(B)
NOTHING CONTAINED IN ANY BORROWING BASE
CERTIFICATE SHALL BE DEEMED TO LIMIT, IMPAIR OR OTHERWISE AFFECT THE RIGHTS OF
LENDER CONTAINED HEREIN AND IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY
BETWEEN THE CALCULATION OF THE BORROWING BASE AS SET FORTH IN ANY BORROWING BASE
CERTIFICATE AND AS DETERMINED BY LENDER IN GOOD FAITH, THE DETERMINATION OF
LENDER SHALL GOVERN AND, ABSENT MANIFEST ERROR, BE CONCLUSIVE AND BINDING UPON
BORROWERS AND GUARANTORS. WITHOUT LIMITING THE FOREGOING, BORROWERS SHALL
FURNISH TO LENDER ANY INFORMATION WHICH LENDER MAY REASONABLY REQUEST REGARDING
THE DETERMINATION AND CALCULATION OF ANY OF THE AMOUNTS SET FORTH IN ANY
BORROWING BASE CERTIFICATE.
SUBJECT TO THE LIMITATIONS SET FORTH HEREIN, THE
BORROWING BASE MAY BE ADJUSTED BASED ON THE INFORMATION RECEIVED BY LENDER
PURSUANT TO THIS AGREEMENT.
IF ANY BORROWER'S OR GUARANTOR'S RECORDS OR REPORTS
OF THE COLLATERAL ARE PREPARED OR MAINTAINED BY AN ACCOUNTING SERVICE,
CONTRACTOR, SHIPPER OR OTHER AGENT, SUCH BORROWER AND GUARANTOR HEREBY
IRREVOCABLY AUTHORIZES SUCH SERVICE, CONTRACTOR, SHIPPER OR AGENT TO DELIVER
SUCH RECORDS, REPORTS, AND RELATED DOCUMENTS TO LENDER AND TO FOLLOW LENDER'S
INSTRUCTIONS WITH RESPECT TO FURTHER SERVICES AT ANY TIME THAT AN EVENT OF
DEFAULT EXISTS OR HAS OCCURRED AND IS CONTINUING.
56
7.2
Accounts Covenants.
(A)
BORROWERS SHALL NOTIFY LENDER PROMPTLY OF:
(I) ANY MATERIAL DELAY IN ANY BORROWER'S PERFORMANCE OF ANY OF ITS MATERIAL
OBLIGATIONS TO ANY ACCOUNT DEBTOR (TO THE EXTENT THE ACCOUNTS OWED BY ANY SUCH
ACCOUNT DEBTOR TO SUCH BORROWER EXCEEDS $250,000), OR THE ASSERTION OF ANY
MATERIAL CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS