ANY TIME
ANY CREDIT EXTENSIONS ARE OUTSTANDING, (I) A TRANSACTION REPORT (AND ANY
SCHEDULES RELATED THERETO) BI-WEEKLY ON THE FIRST BUSINESS DAY OF THE RELATED
WEEK AND (II) AS SOON AS AVAILABLE, AND IN ANY EVENT WITHIN FORTY-FIVE (45) DAYS
AFTER THE END OF EACH MONTH, MONTHLY UNAUDITED FINANCIAL STATEMENTS, PREPARED ON
A CONSOLIDATED BASIS, IN A FORM REASONABLY SATISFACTORY TO BANK, TOGETHER WITH A
COMPLIANCE CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER.
(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)
WITH THE MONTHLY REPORTING PROVIDED PURSUANT TO
SECTION 6.2(A)(II) ABOVE, WRITTEN NOTICE OF (I) ANY MATERIAL CHANGE IN THE
COMPOSITION OF THE INTELLECTUAL PROPERTY, (II) THE REGISTRATION OF ANY COPYRIGHT
(INCLUDING ANY SUBSEQUENT OWNERSHIP RIGHT OF BORROWER IN OR TO ANY COPYRIGHT),
PATENT OR TRADEMARK NOT PREVIOUSLY DISCLOSED TO BANK, OR (III) BORROWER'S
KNOWLEDGE OF AN EVENT THAT MATERIALLY ADVERSELY AFFECTS THE VALUE OF THE
INTELLECTUAL PROPERTY.
(D)
WITHIN TEN (10) DAYS AFTER THE END OF EACH FISCAL QUARTER OF
BORROWER, COPIES OF (I) ACTUAL INVOICES REPRESENTING NOT LESS THAN 10% OF THE
QUARTER-ENDED ACCOUNTS RECEIVABLE BALANCE AND (II) ACTUAL EXPORT ORDERS FOR NOT
LESS THAN 10% OF THE QUARTER-ENDED BALANCE OF ELIGIBLE EXIM INVENTORY (AS
DEFINED IN THE EXPORT-IMPORT AGREEMENT).
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