INFORMATION IN THEIR
POSSESSION REGARDING COMPANY OR ANY SUBSIDIARY.
(C)
COLLATERAL EXAMS AND INSPECTIONS.
COMPANY SHALL PERMIT, AND SHALL
CAUSE EACH SUBSIDIARY TO PERMIT, WELLS FARGO'S EMPLOYEES, ACCOUNTANTS, ATTORNEYS
OR OTHER PERSONS ACTING AS ITS AGENT, TO EXAMINE AND INSPECT ANY COLLATERAL OR
ANY OTHER PROPERTY OR ASSETS OF COMPANY OR ANY SUBSIDIARY AT ANY TIME DURING
ORDINARY BUSINESS HOURS; PROVIDED, HOWEVER, SO LONG AS (I) NO EVENT OF DEFAULT
EXISTS, (II) THE SUM OF OUTSTANDING ADVANCES AND THE L/C AMOUNT HAVE BEEN LESS
THAN $3,000,000 AT ALL TIMES, AND (III) THE SUM OF CASH-ON-HAND AND THE EXCESS
BORROWING BASE AVAILABILITY HAS BEEN $8,000,000 OR MORE AT ALL TIMES, THEN
COLLATERAL EXAMS MAY BE PERFORMED ON A SEMI-ANNUAL BASIS.
(D)
COLLATERAL APPRAISALS.
WELLS FARGO MAY ALSO OBTAIN, FROM TIME TO
TIME, AT COMPANY'S EXPENSE, AN APPRAISAL OF THE COLLATERAL AND OF ANY OTHER
ASSETS OF COMPANY OR ANY SUBSIDIARY BY AN APPRAISER ACCEPTABLE TO WELLS FARGO IN
ITS SOLE DISCRETION.
SECTION 5.11
ACCOUNT VERIFICATION; PAYMENT OF PERMITTED LIENS.
(A)
ACCOUNT VERIFICATION.
WELLS FARGO OR ITS AGENTS MAY (I) CONTACT
ACCOUNT DEBTORS AND OTHER OBLIGORS AT ANY TIME TO VERIFY ACCOUNTS OF COMPANY OR
ANY SUBSIDIARY; AND (II) REQUIRE COMPANY OR ANY SUBSIDIARY TO SEND REQUESTS FOR
VERIFICATION OF ACCOUNTS OR SEND NOTICES OF ASSIGNMENT OF ACCOUNTS TO ACCOUNT
DEBTORS AND OTHER OBLIGORS.
(B)
COVENANT TO PAY PERMITTED LIENS.
COMPANY SHALL PAY WHEN DUE EACH
ACCOUNT PAYABLE DUE TO ANY PERSON HOLDING A PERMITTED LIEN (AS A RESULT OF SUCH
PAYABLE) ON ANY COLLATERAL.
SECTION 5.12
COMPLIANCE WITH LAWS.
(A)
GENERAL COMPLIANCE WITH APPLICABLE LAW; USE OF COLLATERAL.
COMPANY SHALL COMPLY, AND SHALL CAUSE EACH SUBSIDIARY TO COMPLY, WITH THE
REQUIREMENTS OF APPLICABLE LAWS AND REGULATIONS, THE NON-COMPLIANCE WITH WHICH
WOULD MATERIALLY AND ADVERSELY AFFECT ITS BUSINESS OR ITS FINANCIAL CONDITION.
COMPANY SHALL USE AND KEEP, AND SHALL CAUSE EACH SUBSIDIARY AND EACH OTHER
PERSON TO USE AND KEEP THE COLLATERAL AND ALL
20
OTHER ASSETS ONLY FOR LAWFUL PURPOSES, WITHOUT VIOLATION OF ANY FEDERAL, STATE
OR LOCAL LAW, STATUTE OR ORDINANCE.
(B)
COMPLIANCE WITH FEDERAL REGULATORY LAWS.
COMPANY SHALL (I)
PROHIBIT, AND CAUSE EACH SUBSIDIARY TO PROHIBIT, ANY PERSON THAT IS A DIRECTOR
OR OFFICER FROM BEING LISTED ON THE SPECIALLY DESIGNATED NATIONALS AND BLOCKED
PERSON LIST OR OTHER SIMILAR LISTS MAINTAINED BY THE OFFICE OF FOREIGN ASSETS
CONTROL ("OFAC"), THE DEPARTMENT OF THE TREASURY OR INCLUDED IN ANY EXECUTIVE
ORDERS, (II) NOT PERMIT THE PROCEEDS OF THE LINE OF CREDIT OR ANY OTHER
FINANCIAL ACCOMMODATION EXTENDED BY WELLS FARGO TO BE USED IN ANY WAY THAT
VIOLATES ANY FOREIGN ASSET CONTROL REGULATIONS OF OFAC OR OTHER APPLICABLE LAW,
(III) COMPLY, AND CAUSE EACH SUBSIDIARY TO COMPLY, WITH ALL APPLICABLE BANK
SECRECY ACT LAWS AND REGULATIONS, AS AMENDED FROM TIME TO TIME, AND (IV)
OTHERWISE COMPLY, AND CAUSE EACH SUBSIDIARY TO COMPLY, WITH THE USA PATRIOT ACT
AND WELLS FARGO'S RELATED POLICIES AND PROCEDURES.
(C)
COMPLIANCE WITH ENVIRONMENTAL LAWS.
COMPANY SHALL (I) COMPLY, AND
CAUSE EACH SUBSIDIARY TO COMPLY,