LABOR, MATERIALS AND
SUPPLIES OR OTHERWISE ARISING AFTER THE PETITION DATE WHICH, IF UNPAID, WOULD
BECOME A LIEN OR CHARGE UPON SUCH PROPERTIES OR ANY PART THEREOF; PROVIDED,
HOWEVER, THAT THE BORROWER AND EACH GUARANTOR SHALL NOT BE REQUIRED TO PAY AND
DISCHARGE OR TO CAUSE TO BE PAID AND DISCHARGED ANY SUCH TAX, ASSESSMENT,
CHARGE, LEVY OR CLAIM SO LONG AS THE (I) PAYMENT OR DISCHARGE THEREOF SHALL BE
STAYED BY SECTION 362(A)(8) OF THE BANKRUPTCY CODE, OR (II) THE VALIDITY OR
AMOUNT THEREOF SHALL BE CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS, IN
EACH CASE, IF THE BORROWER AND THE
76
GUARANTORS SHALL HAVE SET ASIDE ON THEIR BOOKS ADEQUATE RESERVES THEREFOR IN
CONFORMITY WITH GAAP.
(E)
ACCESS TO BOOKS AND RECORDS.
(I)
MAINTAIN OR CAUSE TO BE MAINTAINED AT
ALL TIMES PROPER BOOKS AND RECORDS IN ACCORDANCE WITH GAAP OF THE FINANCIAL
OPERATIONS OF THE BORROWER AND THE GUARANTORS; AND, UPON REASONABLE ADVANCE
NOTICE, PROVIDE THE LENDER PARTIES AND THEIR REPRESENTATIVES (COORDINATED BY THE
ADMINISTRATIVE AGENT) ACCESS TO ALL SUCH BOOKS AND RECORDS DURING REGULAR
BUSINESS HOURS (PROVIDED THAT SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, THE BORROWER SHALL NOT BE REQUIRED TO PAY THE EXPENSES OF THE LENDER
PARTIES FOR MORE THAN ONE VISIT PER CALENDAR QUARTER), IN ORDER THAT THE LENDER
PARTIES (COORDINATED BY THE ADMINISTRATIVE AGENT) MAY EXAMINE AND MAKE ABSTRACTS
FROM SUCH BOOKS, ACCOUNTS, RECORDS AND OTHER PAPERS FOR THE PURPOSE OF VERIFYING
THE ACCURACY OF THE VARIOUS REPORTS DELIVERED BY THE BORROWER OR THE GUARANTORS
TO ANY AGENT OR THE LENDERS PURSUANT TO THIS AGREEMENT OR FOR OTHERWISE
ASCERTAINING COMPLIANCE WITH THIS AGREEMENT AND TO DISCUSS THE AFFAIRS, FINANCES
AND CONDITION OF THE BORROWER AND THE GUARANTORS WITH THE OFFICERS AND
INDEPENDENT ACCOUNTANTS OF THE BORROWER.
(II)
GRANT THE LENDER PARTIES (COORDINATED BY
THE ADMINISTRATIVE AGENT) ACCESS TO AND THE RIGHT TO INSPECT ALL REPORTS, AUDITS
AND OTHER INTERNAL INFORMATION OF THE BORROWER AND THE GUARANTORS RELATING TO
ENVIRONMENTAL MATTERS UPON REASONABLE NOTICE.
(III)
AT ANY REASONABLE TIME AND FROM TIME TO TIME
DURING REGULAR BUSINESS HOURS, UPON REASONABLE NOTICE, PERMIT THE INITIAL
LENDERS AND/OR ANY REPRESENTATIVES DESIGNATED BY THE INITIAL LENDERS (INCLUDING
ANY CONSULTANTS, ACCOUNTANTS, LAWYERS AND APPRAISERS RETAINED BY THE INITIAL
LENDERS), IN EACH CASE COORDINATED BY THE ADMINISTRATIVE AGENT, TO VISIT THE
PROPERTIES OF THE BORROWER AND THE GUARANTORS TO CONDUCT EVALUATIONS,
APPRAISALS, ENVIRONMENTAL ASSESSMENTS AND ONGOING MAINTENANCE AND MONITORING IN
CONNECTION WITH THE BORROWER'S COMPUTATION OF THE BORROWING BASE AND THE ASSETS
INCLUDED IN THE BORROWING BASE AND SUCH OTHER ASSETS AND PROPERTIES OF THE
BORROWER OR ITS SUBSIDIARIES AS THE INITIAL LENDERS MAY REQUIRE, AND TO MONITOR,
EXAMINE AND AUDIT THE COLLATERAL AND ALL RELATED SYSTEMS.
(IV)
PERMIT THIRD-PARTY APPRAISALS OF INVENTORY;
PROVIDED THAT SUCH THIRD-PARTY APPRAISALS MAY BE CONDUCTED (I) NO MORE THAN
TWICE PER YEAR (EXCLUDING THE APPRAISALS CONDUCTED PRIOR TO THE FINAL TERM
ADVANCE DATE) OR (II) AT ANY TIME (X) UPON THE OCCURRENCE AND CONTINUANCE OF AN