OF BORROWER, AND (B) ANNUAL FINANCIAL PROJECTIONS FOR THE
THEN CURRENT FISCAL YEAR (ON A QUARTERLY BASIS) AS APPROVED BY BORROWER'S BOARD
OF DIRECTORS, TOGETHER WITH ANY RELATED BUSINESS FORECASTS USED IN THE
PREPARATION OF SUCH ANNUAL FINANCIAL PROJECTIONS, ALL PREPARED ON A CONSOLIDATED
AND CONSOLIDATING (IN A MANNER REASONABLY SATISFACTORY TO BANK) BASIS; AND
(VI)
AS SOON AS AVAILABLE, AND IN ANY EVENT WITHIN
ONE HUNDRED TWENTY (120) DAYS FOLLOWING THE END OF BORROWER'S FISCAL YEAR,
ANNUAL FINANCIAL STATEMENTS PREPARED ON A CONSOLIDATED AND CONSOLIDATING (IN A
MANNER REASONABLY SATISFACTORY TO BANK)
BASIS, CERTIFIED BY, AND WITH AN
UNQUALIFIED OPINION OF, INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ACCEPTABLE TO
BANK.
(B)
WITHIN TEN (10) DAYS AFTER FILING, ALL
REPORTS ON FORM 10-K, 10-Q AND 8-K FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR A LINK THERETO ON BORROWER'S OR ANOTHER WEBSITE ON THE INTERNET.
(C)
PROMPT WRITTEN NOTICE OF (I) ANY MATERIAL
CHANGE IN THE COMPOSITION OF THE INTELLECTUAL PROPERTY OR (II) BORROWER'S
KNOWLEDGE OF AN EVENT THAT MATERIALLY ADVERSELY AFFECTS THE VALUE OF THE
INTELLECTUAL PROPERTY.
6.3
ACCOUNTS RECEIVABLE.
(A)
SCHEDULES AND DOCUMENTS RELATING TO
ACCOUNTS.
BORROWER SHALL DELIVER TO BANK TRANSACTION REPORTS, AS PROVIDED IN
SECTION 6.2, ON BANK'S STANDARD FORMS; PROVIDED, HOWEVER, THAT BORROWER'S
FAILURE TO EXECUTE AND DELIVER THE SAME SHALL NOT AFFECT OR LIMIT BANK'S LIEN
AND OTHER RIGHTS IN ALL OF BORROWER'S ACCOUNTS, NOR SHALL BANK'S FAILURE TO
ADVANCE OR LEND AGAINST A SPECIFIC ACCOUNT AFFECT OR LIMIT BANK'S LIEN AND OTHER
RIGHTS THEREIN.
IF REQUESTED BY BANK, BORROWER SHALL FURNISH BANK WITH COPIES
(OR, AT BANK'S REQUEST, ORIGINALS) OF ALL CONTRACTS, ORDERS, INVOICES, AND OTHER
SIMILAR DOCUMENTS, AND ALL SHIPPING INSTRUCTIONS, DELIVERY RECEIPTS, BILLS OF
LADING, AND OTHER EVIDENCE OF DELIVERY, FOR ANY GOODS THE SALE OR DISPOSITION OF
WHICH GAVE RISE TO SUCH ACCOUNTS.
IN ADDITION, BORROWER SHALL DELIVER TO BANK,
ON ITS REQUEST, THE ORIGINALS OF ALL INSTRUMENTS, CHATTEL PAPER, SECURITY
AGREEMENTS, GUARANTEES AND OTHER DOCUMENTS AND PROPERTY EVIDENCING OR SECURING
ANY ACCOUNTS, IN THE SAME FORM AS RECEIVED, WITH ALL NECESSARY INDORSEMENTS, AND
COPIES OF ALL CREDIT MEMOS.
(B)
DISPUTES.
BORROWER SHALL PROMPTLY NOTIFY
BANK OF ALL DISPUTES OR CLAIMS RELATING TO MATERIAL ACCOUNTS.
BORROWER MAY
FORGIVE (COMPLETELY OR PARTIALLY), COMPROMISE, OR SETTLE ANY ACCOUNT FOR LESS
THAN PAYMENT IN FULL, OR AGREE TO DO ANY OF THE FOREGOING SO LONG AS
(I) BORROWER DOES SO IN GOOD FAITH, IN A COMMERCIALLY REASONABLE MANNER, IN THE
ORDINARY COURSE OF BUSINESS, IN ARM'S-LENGTH TRANSACTIONS, AND REPORTS THE SAME
TO BANK IN THE REGULAR REPORTS PROVIDED TO BANK; (II) NO DEFAULT OR EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING; AND (III) AFTER TAKING INTO ACCOUNT ALL
SUCH DISCOUNTS, SETTLEMENTS AND FORGIVENESS, THE TOTAL OUTSTANDING ADVANCES WILL
NOT EXCEED THE LESSER OF THE REVOLVING LINE OR THE BORROWING BASE.
(C)
COLLECTION OF ACCOUNTS.
BORROWER SHALL
HAVE THE RIGHT TO COLLECT ALL ACCOUNTS, UNLESS AND UNTIL A DEFAULT OR AN EVENT
OF DEFAULT HAS OCCURRED AND IS CONTINUING.
WHETHER OR NOT AN EVENT OF