ON A QUARTERLY
BASIS FOR THE FOLLOWING FISCAL YEAR.
(D)
ADDITIONAL REPORTS AND INFORMATION.
BORROWER SHALL FURNISH TO
LENDER PROMPTLY, SUCH ADDITIONAL INFORMATION, REPORTS OR STATEMENTS ON BORROWER
AND ANY SUBSIDIARY AS LENDER MAY FROM TIME TO TIME REASONABLY REQUEST.
6.1.2
Reports to SEC and to Stockholders.
Borrower will furnish to Lender, promptly upon the filing or making thereof, at
least one (l) copy of all reports, notices and proxy statements sent by Borrower
to its stockholders, and of all regular and other reports filed by Borrower with
any securities exchange or with the Securities and Exchange Commission.
If any
such reports, notices and proxy statements described in Sections 6.1.1 or 6.1.2
are filed with the Securities and Exchange Commission and are publicly available
for review on the EDGAR system, then the filing by the Borrower of such reports
with the Securities and Exchange Commission shall constitute delivery of such
reports to the Lender and shall satisfy the corresponding requirements of
Section 6.1.1 and 6.1.2.
6.1.3
Recordkeeping, Rights of Inspection, Field Examination, Etc.
(A)
BORROWER SHALL, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO,
MAINTAIN (I) A STANDARD SYSTEM OF ACCOUNTING IN ACCORDANCE WITH GAAP, AND
(II) PROPER BOOKS OF RECORD AND ACCOUNT IN WHICH FULL, TRUE AND CORRECT ENTRIES
ARE MADE OF ALL DEALINGS AND TRANSACTIONS IN RELATION TO ITS PROPERTIES,
BUSINESS AND ACTIVITIES.
(B)
AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, BORROWER SHALL, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO, PERMIT
AUTHORIZED REPRESENTATIVES OF LENDER TO VISIT AND INSPECT THE PROPERTIES OF
BORROWER AND ITS SUBSIDIARIES, TO REVIEW, AUDIT, CHECK AND INSPECT THE
COLLATERAL AT ANY TIME WITH OR WITHOUT NOTICE, TO REVIEW, AUDIT, CHECK AND
INSPECT BORROWER'S AND EACH SUBSIDIARY'S OTHER BOOKS OF RECORD AT ANY TIME WITH
OR WITHOUT NOTICE AND TO MAKE ABSTRACTS AND PHOTOCOPIES THEREOF, AND TO INSPECT
AND EXAMINE THE INVENTORY AND TO CHECK AND TEST THE SAME AS TO QUALITY,
QUANTITY, VALUE AND CONDITION, AND TO DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS
OF BORROWER AND/OR ANY SUBSIDIARIES, WITH THE OFFICERS, DIRECTORS AND EMPLOYEES
OF BORROWER AND/OR ANY SUBSIDIARIES, ALL AT SUCH TIMES DURING NORMAL BUSINESS
HOURS AND OTHER REASONABLE TIMES AND AS OFTEN AS LENDER MAY REASONABLY REQUEST.
NOTWITHSTANDING THE FOREGOING, PRIOR TO THE OCCURRENCE AND THE CONTINUANCE OF AN
EVENT OF DEFAULT, LENDER SHALL PROVIDE AT LEAST FIVE (5) BUSINESS DAYS NOTICE
PRIOR TO SUCH REVIEWS, AUDITS, CHECKS AND INSPECTIONS AND SUCH REVIEWS, AUDITS,
CHECKS AND INSPECTIONS SHALL BE CONDUCTED NO MORE OFTEN THAN TWICE IN ANY TWELVE
(12) MONTH PERIOD; PROVIDED, HOWEVER, IF THERE ARE NO OUTSTANDING OBLIGATIONS
UNDER THE REVOLVING LOAN, LENDER AGREES IT WILL NOT CONDUCT ANY SUCH
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REVIEWS, AUDITS, CHECKS AND INSPECTIONS DURING SUCH PERIOD, UNLESS LENDER
DETERMINES IN GOOD FAITH THAT SINCE THE DATE OF THE PRIOR REVIEW, CHECK OR
INSPECTION (I) THE SECURITY FOR THE OUTSTANDING OBLIGATIONS AFTER GIVING EFFECT
TO SUCH REVOLVING LOAN IS INADEQUATE, (II) THERE HAS BEEN A MATERIAL ADVERSE
CHANGE IN THE FINANCIAL