BUSINESSES.
(F)
NO LESS FREQUENTLY THAN ANNUALLY, BUT IN
ANY EVENT PRIOR TO EXPIRATION OF ANY INSURANCE POLICY MAINTAINED IN CONNECTION
HEREWITH OR IN CONNECTION WITH ANY SECURITY DOCUMENT, FURNISH TO THE AGENT
CERTIFICATES OF INSURANCE WITH RESPECT TO INSURANCE MAINTAINED BY THE BORROWER
OR ANY GUARANTOR, AS THE CASE MAY BE, WHICH CERTIFICATES EVIDENCE COMPLIANCE BY
THE BORROWER AND THE GUARANTORS WITH THE INSURANCE REQUIREMENTS SET FORTH HEREIN
AND IN ANY OF THE SECURITY DOCUMENTS AND CONTAIN SIGNATURES OF DULY AUTHORIZED
REPRESENTATIVES OF AON, MARSH & MCLENNAN OR ANOTHER
57
INSURANCE BROKER AS MAY BE REASONABLY ACCEPTABLE TO THE AGENT, AT ALL TIMES
PRIOR TO POLICY TERMINATION, CESSATION OR CANCELLATION.
(G)
MAKE AVAILABLE AT THE BORROWER'S
HEADQUARTERS, UPON THE REASONABLE REQUEST OF THE AGENT AND UPON REASONABLE PRIOR
NOTICE, ALL INSURANCE POLICIES MAINTAINED BY THE BORROWER AND THE GUARANTORS FOR
THE REVIEW OF THE AGENT AND ANY AGENTS OR REPRESENTATIVES THEREOF.
Section 5.6
Inspection of Property; Books and Records; Discussions; Appraisal
and Audits.
(A)
MAINTAIN OR CAUSE TO BE MAINTAINED AT ALL
TIMES TRUE AND COMPLETE BOOKS AND RECORDS IN ALL MATERIAL RESPECTS IN A MANNER
CONSISTENT WITH GAAP IN ALL MATERIAL RESPECTS OF THE FINANCIAL OPERATIONS OF THE
BORROWER AND THE GUARANTORS AND PROVIDE THE AGENT AND ITS REPRESENTATIVES AND
ADVISORS REASONABLE ACCESS TO ALL SUCH BOOKS AND RECORDS (SUBJECT TO
REQUIREMENTS UNDER ANY CONFIDENTIALITY AGREEMENTS, IF APPLICABLE), AS WELL AS
ANY APPRAISALS OF THE COLLATERAL, DURING REGULAR BUSINESS HOURS, IN ORDER THAT
THE AGENT MAY UPON REASONABLE PRIOR NOTICE AND WITH REASONABLE FREQUENCY, BUT IN
ANY EVENT, SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, NO
MORE THAN ONE TIME PER YEAR, EXAMINE AND MAKE ABSTRACTS FROM SUCH BOOKS,
ACCOUNTS, RECORDS, APPRAISALS AND OTHER PAPERS, AND PERMIT THE AGENT AND ITS
REPRESENTATIVES AND ADVISORS TO CONFER WITH THE OFFICERS OF THE BORROWER AND THE
GUARANTORS AND REPRESENTATIVES (PROVIDED THAT THE BORROWER SHALL BE GIVEN THE
RIGHT TO PARTICIPATE IN SUCH DISCUSSIONS WITH SUCH REPRESENTATIVES) OF THE
BORROWER AND THE GUARANTORS, ALL FOR THE PURPOSE OF VERIFYING THE ACCURACY OF
THE VARIOUS REPORTS DELIVERED BY THE BORROWER OR THE GUARANTORS TO THE AGENT OR
THE LENDERS PURSUANT TO THIS AGREEMENT OR FOR OTHERWISE ASCERTAINING COMPLIANCE
WITH THIS AGREEMENT; AND AT ANY REASONABLE TIME AND FROM TIME TO TIME DURING
REGULAR BUSINESS HOURS, UPON REASONABLE NOTICE TO THE BORROWER, PERMIT THE AGENT
AND ANY AGENTS OR REPRESENTATIVES (INCLUDING, WITHOUT LIMITATION, APPRAISERS)
THEREOF TO VISIT THE PROPERTIES OF THE BORROWER AND THE GUARANTORS AND TO
CONDUCT EXAMINATIONS OF AND TO MONITOR THE COLLATERAL, IN EACH CASE AT THE
EXPENSE OF THE BORROWER (PROVIDED, THAT THE BORROWER SHALL ONLY BE REQUIRED TO
PAY REASONABLE OUT-OF-POCKET EXPENSES AND SHALL NOT BE REQUIRED TO PAY THE
EXPENSES OF MORE THAN ONE SUCH VISIT A YEAR UNLESS AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING).
(B)
GRANT ACCESS TO AND THE RIGHT TO INSPECT ALL
FINAL REPORTS, FINAL AUDITS (AND DRAFT REPORTS AND AUDITS WHERE NO FINAL REPORTS