FINANCES WITH ITS OFFICERS, ALL AT SUCH TIMES DURING
NORMAL BUSINESS HOURS AS THE BANK MAY REASONABLY REQUEST AT A MUTUALLY AGREEABLE
TIME, AND CAUSE ITS OFFICERS AND EMPLOYEES TO GIVE FULL COOPERATION AND
ASSISTANCE IN CONNECTION THEREWITH.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE BORROWER WILL PERMIT, AND CAUSE ITS SUBSIDIARIES TO PERMIT, ANY
OFFICER OR EMPLOYEE OF, OR AGENT DESIGNATED BY, THE BANK TO HAVE ACCESS TO,
EXAMINE AND INSPECT THE COLLATERAL AND TO AUDIT AND MAKE COPIES FROM THE
BORROWER'S AND ANY SUBSIDIARIES' RECORDS, FILES AND BOOKS OF ACCOUNT IN ORDER TO
VERIFY SUCH COLLATERAL.
(B)
THE BORROWER WILL, FROM TIME TO TIME, ON A
QUARTERLY BASIS (OTHER THAN THE FOURTH FISCAL QUARTER), PERMIT THE BANK, AN
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT OR ANOTHER APPROPRIATE ENTITY ACCEPTABLE
TO THE BANK TO AUDIT THE BORROWER'S BOOKS, RECORDS AND PROCEDURES WITH RESPECT
TO INVENTORY, ACCOUNTS RECEIVABLE AND OTHER COLLATERAL.
THIS INSPECTION SHALL
INCLUDE A PHYSICAL INSPECTION OF THE COLLATERAL IN ACCORDANCE WITH NORMAL
COMMERCIAL LENDING PRACTICES, EXCEPT THAT A BOOK AUDIT SHALL BE MADE OF THE
BORROWER' ACCOUNTS RECEIVABLE AND ANY INTANGIBLE COLLATERAL.
PROMPTLY AFTER THE
CONCLUSION OF EACH SUCH AUDIT, THE BORROWER SHALL PAY TO THE BANK ITS REASONABLE
AND CUSTOMARY OUT-OF-POCKET EXPENSES ASSOCIATED WITH SUCH AUDIT.
8.5
NOTICE OF CERTAIN MATTERS.
PROMPTLY, BUT IN
ANY EVENT WITHIN FIVE (5) BUSINESS DAYS, NOTIFY THE BANK IN WRITING OF THE
OCCURRENCE OF ANY OF THE FOLLOWING:
(A)
THE BORROWER OR ANY GUARANTOR (I) APPLIES
FOR, CONSENTS TO OR SUFFERS THE APPOINTMENT OF, OR THE TAKING OF POSSESSION BY,
A RECEIVER, CUSTODIAN, TRUSTEE, LIQUIDATOR OR SIMILAR FIDUCIARY OF ITSELF OR OF
ALL OR A SUBSTANTIAL PART OF ITS PROPERTY OR CALLS A MEETING OF ITS CREDITORS,
(II) ADMITS IN WRITING ITS INABILITY, OR IS GENERALLY UNABLE, TO PAY ITS DEBTS
AS THEY BECOME DUE OR CEASES OPERATIONS OF ITS PRESENT BUSINESS, (III) MAKES A
GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS, (IV) COMMENCES A VOLUNTARY CASE
UNDER ANY STATE OR FEDERAL BANKRUPTCY LAWS (AS NOW OR HEREAFTER IN EFFECT), (V)
IS ADJUDICATED AS BANKRUPT OR INSOLVENT, (VI) FILES A PETITION SEEKING TO TAKE
ADVANTAGE OF ANY OTHER LAW PROVIDING FOR THE RELIEF OF DEBTORS, (VII) ACQUIESCES
TO, OR FAILS TO HAVE DISMISSED WITHIN THIRTY (30) DAYS, ANY PETITION FILED
AGAINST IT IN ANY INVOLUNTARY CASE UNDER SUCH BANKRUPTCY LAWS, OR (VII) TAKES
ANY ACTION FOR THE PURPOSE OF EFFECTING ANY OF THE FOREGOING;
20
(B)
ANY LIEN IN ANY OF THE COLLATERAL, GRANTED
OR INTENDED BY THE INTERNATIONAL LOAN DOCUMENTS TO BE GRANTED TO BANK, CEASES TO
BE A VALID, ENFORCEABLE, PERFECTED, FIRST PRIORITY LIEN (OR A LESSER PRIORITY IF
EXPRESSLY PERMITTED PURSUANT TO SECTION 6 OF THE LOAN AUTHORIZATION AGREEMENT)
SUBJECT ONLY TO PERMITTED LIENS;
(C)
THE ISSUANCE OF ANY LEVY, ASSESSMENT,
ATTACHMENT, SEIZURE OR LIEN, OTHER THAN A PERMITTED LIEN, AGAINST ANY OF THE
COLLATERAL WHICH IS NOT STAYED OR LIFTED WITHIN THIRTY (30) CALENDAR DAYS;
(D)
ANY PROCEEDING IS COMMENCED BY OR AGAINST
THE BORROWER OR