NOT CHANGE THE LOCATION OF ITS CHIEF EXECUTIVE
OFFICE OR THE PLACE WHERE IT KEEPS ITS BOOKS AND RECORDS RELATING TO THE
COLLATERAL OR CHANGE ITS NAME, IDENTITY, CORPORATE STRUCTURE OR STATE OF
INCORPORATION OR ORGANIZATION NUMBER, WITHOUT GIVING THE ADMINISTRATIVE AGENT 30
DAYS' PRIOR WRITTEN NOTICE THEREOF.
(B)
ALL INVENTORY, OTHER THAN INVENTORY IN TRANSIT TO ANY SUCH
LOCATION, WILL AT ALL TIMES BE KEPT BY THE BORROWER AT ONE OF ITS LOCATIONS SET
FORTH IN SCHEDULES 6.1(U), AND SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF
THE ADMINISTRATIVE AGENT, BE REMOVED THEREFROM, EXCEPT FOR SALES OF INVENTORY
PERMITTED UNDER SECTION 8.8.
(C)
IF ANY INVENTORY IS IN THE POSSESSION OR CONTROL OF THE BORROWER'S
AGENTS OR PROCESSORS, THE BORROWER SHALL NOTIFY SUCH AGENTS OR PROCESSORS OF THE
SECURITY INTEREST AND, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, SHALL
INSTRUCT THEM (AND CAUSE THEM TO ACKNOWLEDGE SUCH INSTRUCTION) TO HOLD ALL SUCH
INVENTORY FOR THE ACCOUNT OF THE ADMINISTRATIVE AGENT, SUBJECT TO THE
INSTRUCTIONS OF THE ADMINISTRATIVE AGENT.
SECTION 8.11
RECORDS RELATING TO COLLATERAL.
(A)
THE BORROWER WILL AT ALL TIMES (I) KEEP COMPLETE AND ACCURATE
RECORDS OF INVENTORY ON A BASIS CONSISTENT WITH PAST PRACTICES OF THE BORROWER,
ITEMIZING AND DESCRIBING THE KIND, TYPE AND QUANTITY OF INVENTORY AND THE
BORROWER'S COST THEREFOR AND A CURRENT PRICE LIST FOR SUCH INVENTORY, AND (II)
KEEP COMPLETE AND ACCURATE RECORDS OF ALL OTHER COLLATERAL.
(B)
THE BORROWER WILL TAKE A PHYSICAL LISTING OF ALL INVENTORY,
WHEREVER LOCATED, AT LEAST ANNUALLY.
SECTION 8.12
INSPECTION.
THE ADMINISTRATIVE AGENT (BY ANY OF ITS
OFFICERS, EMPLOYEES OR AGENTS) SHALL HAVE THE RIGHT, TO THE EXTENT THAT THE
EXERCISE OF SUCH RIGHT SHALL BE WITHIN THE CONTROL OF THE BORROWER, AT ANY TIME
OR TIMES TO INSPECT THE COLLATERAL, ALL FILES RELATING THERETO AND THE PREMISES
UPON WHICH ANY OF THE COLLATERAL IS LOCATED, TO DISCUSS THE BORROWER'S AFFAIRS
AND FINANCES, INSOFAR AS THE SAME ARE REASONABLY RELATED TO THE RIGHTS OF THE
ADMINISTRATIVE AGENT OR ANY LENDER HEREUNDER OR UNDER ANY OF THE LOAN DOCUMENTS,
WITH ANY PERSON, TO VERIFY THE AMOUNT, QUANTITY, VALUE AND CONDITION OF, OR ANY
OTHER MATTER RELATING TO, ANY OF THE COLLATERAL AND IN THIS CONNECTION TO
REVIEW, AUDIT AND MAKE EXTRACTS FROM ALL RECORDS AND FILES RELATED TO ANY OF THE
COLLATERAL.
THE BORROWER WILL DELIVER TO THE ADMINISTRATIVE AGENT ANY
INSTRUMENT NECESSARY FOR IT TO OBTAIN RECORDS FROM ANY SERVICE BUREAU
MAINTAINING RECORDS ON BEHALF OF THE BORROWER.
72
SECTION 8.13
APPRAISALS AND FIELD EXAMS.
NOT LESS OFTEN THAN TWICE
DURING EACH 12-MONTH PERIOD, THE BORROWER SHALL, AT ITS SOLE EXPENSE, PROVIDE TO
THE ADMINISTRATIVE AGENT APPRAISALS OF ITS INVENTORY IN FORM AND SUBSTANCE AND
ON SUCH BASIS AND CONDUCTED BY AN APPRAISER REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT.
THE BORROWER SHALL COOPERATE WITH THE ADMINISTRATIVE
AGENT IN CONNECTION WITH AND PAY THE FEES AND EXPENSES ASSOCIATED WITH NOT LESS
THAN FOUR FIELD EXAMS OF BORROWER AND ITS SUBSIDIARIES DURING EACH 12-MONTH
PERIOD.
NOTHING CONTAINED