AVAILABLE, A COPY OF EACH FIELD AUDIT OR EXAMINATION
REPORT AND A MONTHLY OR WEEKLY BORROWING BASE CERTIFICATE, AS THE CASE MAY BE,
PURSUANT TO SECTION 7.1(A)(I)(C) HEREOF, PREPARED BY AGENT (EACH FIELD AUDIT OR
EXAMINATION REPORT AND MONTHLY OR WEEKLY REPORT WITH RESPECT TO THE BORROWING
BASE BEING REFERRED TO HEREIN AS A "REPORT" AND COLLECTIVELY, "REPORTS");
(B)
EXPRESSLY AGREES AND ACKNOWLEDGES THAT AGENT (A) DOES NOT MAKE ANY
REPRESENTATION OR WARRANTY AS TO THE ACCURACY OF ANY REPORT, OR (B) SHALL NOT BE
LIABLE FOR ANY INFORMATION CONTAINED IN ANY REPORT;
120
(C)
EXPRESSLY AGREES AND ACKNOWLEDGES THAT THE REPORTS ARE NOT
COMPREHENSIVE AUDITS OR EXAMINATIONS, THAT AGENT OR ANY OTHER PARTY PERFORMING
ANY AUDIT OR EXAMINATION WILL INSPECT ONLY SPECIFIC INFORMATION REGARDING ANY
BORROWER AND ANY GUARANTOR AND WILL RELY SIGNIFICANTLY UPON SUCH BORROWER'S AND
GUARANTOR'S BOOKS AND RECORDS, AS WELL AS ON REPRESENTATIONS OF SUCH BORROWER'S
AND GUARANTOR'S PERSONNEL; AND
(D)
AGREES TO KEEP ALL REPORTS CONFIDENTIAL AND STRICTLY FOR ITS
INTERNAL USE IN ACCORDANCE WITH THE TERMS OF SECTION 14.5 HEREOF, AND NOT TO
DISTRIBUTE OR USE ANY REPORT IN ANY OTHER MANNER.
12.11
COLLATERAL MATTERS.
(A)
SUBJECT TO THE LIMITATIONS IN SECTION 12.8 HEREOF, AGENT MAY, AT
ITS OPTION, FROM TIME TO TIME, AT ANY TIME ON OR AFTER AN EVENT OF DEFAULT AND
FOR SO LONG AS THE SAME IS CONTINUING OR UPON ANY OTHER FAILURE OF A CONDITION
PRECEDENT TO THE REVOLVING LOANS AND LETTER OF CREDIT ACCOMMODATIONS HEREUNDER,
MAKE SUCH DISBURSEMENTS AND ADVANCES ("SPECIAL AGENT ADVANCES") WHICH AGENT, IN
ITS SOLE DISCRETION, DEEMS NECESSARY OR DESIRABLE EITHER (I) TO PRESERVE OR
PROTECT THE COLLATERAL OR ANY PORTION THEREOF OR (II) TO ENHANCE THE LIKELIHOOD
OR MAXIMIZE THE AMOUNT OF REPAYMENT BY BORROWERS OF THE LOANS AND OTHER
OBLIGATIONS, OR (III) TO PAY ANY OTHER AMOUNT CHARGEABLE TO BORROWERS OR
OBLIGORS PURSUANT TO THE TERMS OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING
AGREEMENTS CONSISTING OF (A) COSTS, FEES AND EXPENSES AND (B) PAYMENTS TO ANY
ISSUER OF LETTER OF CREDIT ACCOMMODATIONS; PROVIDED, THAT NOTWITHSTANDING ANY
PROVISION TO THE CONTRARY, AGENT MAY MAKE ANY SUCH SPECIAL AGENT ADVANCES SO
LONG AS:
(A) THE TOTAL PRINCIPAL AMOUNT OF SUCH SPECIAL AGENT ADVANCES TOGETHER
WITH THE PRINCIPAL AMOUNT OF THE ADDITIONAL REVOLVING LOANS AND ADDITIONAL
LETTER OF CREDIT ACCOMMODATIONS MADE PURSUANT TO SECTION 12.11 HEREOF, SHALL NOT
EXCEED THE LEAST OF (I) $7,500,000, (II) THE SUM OF (X) THE AMOUNT WHICH, WHEN
ADDED TO ALL OTHER SPECIAL AGENT ADVANCES, REVOLVING LOANS AND LETTER OF CREDIT
ACCOMMODATIONS, WOULD NOT CAUSE THE PRINCIPAL AMOUNT OF ALL OUTSTANDING SPECIAL
AGENT ADVANCES, REVOLVING LOANS AND LETTER OF CREDIT ACCOMMODATIONS TO EXCEED
THE BORROWING BASE AND (Y) IF APPLICABLE, AN AMOUNT EQUAL TO ANY REDUCTION, MADE
WITH THE CONSENT OF ALL LENDERS, OF THE EXCESS AVAILABILITY REQUIRED BY SECTION
9.17 HEREOF, AND (III) THE AMOUNT WHICH WOULD NOT CAUSE THE TOTAL PRINCIPAL
AMOUNT OF ALL REVOLVING LOANS, LETTER OF CREDIT ACCOMMODATIONS AND SPECIAL AGENT
ADVANCES TO EXCEED