OF
COLLATERAL INCLUDED IN THE BORROWING BASE AND RELATED REPORTING AND CONTROL
SYSTEMS.
IT IS ANTICIPATED THAT UP TO THREE (3) FIELD EXAMINATIONS PER YEAR
WILL BE CONDUCTED; PROVIDED THAT (I) NO MORE THAN ONE (1) FIELD EXAMINATION PER
YEAR WILL BE CONDUCTED UNLESS THE ADMINISTRATIVE AGENT ELECTS TO CONDUCT A
SECOND FIELD EXAMINATION IN ITS SOLE DISCRETION, (II) NO MORE THAN THREE
(3) FIELD EXAMINATIONS PER YEAR WILL BE CONDUCTED IF ANY LOANS ARE OUTSTANDING,
AND AVERAGE MONTHLY AVAILABILITY IS LESS THAN AN AMOUNT EQUAL TO THE GREATER OF
(X) 20% OF THE AGGREGATE COMMITMENT AND (Y) $10,000,000, AT SUCH TIME, AND
(III) THERE SHALL BE NO LIMITATION ON THE NUMBER OR FREQUENCY OF FIELD
EXAMINATIONS IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING.
FOR
PURPOSES OF THIS SECTION 5.12, IT IS UNDERSTOOD AND AGREED THAT A SINGLE FIELD
EXAMINATION MAY CONSIST OF EXAMINATIONS CONDUCTED AT MULTIPLE RELEVANT SITES AND
INVOLVE ONE OR MORE RELEVANT LOAN PARTIES AND THEIR ASSETS.
ALL SUCH FIELD
EXAMINATIONS SHALL BE AT THE SOLE EXPENSE OF THE LOAN PARTIES.
SECTION 5.13.
[INTENTIONALLY OMITTED].
SECTION 5.14.
CREDIT CARD PROCESSORS.
EACH LOAN PARTY WILL (A) COMPLY IN ALL
MATERIAL RESPECTS WITH ALL OBLIGATIONS OF SUCH LOAN PARTY UNDER EACH CREDIT CARD
PROCESSING AGREEMENT TO WHICH SUCH LOAN PARTY IS A PARTY, (B) MAINTAIN EACH
CREDIT CARD PROCESSING AGREEMENT SET FORTH ON SCHEDULE 3.21 AND EACH CREDIT CARD
PROCESSING AGREEMENT ENTERED INTO AFTER THE EFFECTIVE DATE IN FULL FORCE AND
EFFECT (EXCEPT TO THE EXTENT SUCH LOAN PARTY ELECTS TO TERMINATE THE SAME AND SO
NOTIFIES THE ADMINISTRATIVE AGENT) AND TAKE OR CAUSE TO BE TAKEN ALL ACTIONS
NECESSARY TO MAINTAIN, PRESERVE AND PROTECT THE RIGHTS AND INTERESTS OF THE
ADMINISTRATIVE AGENT IN ALL MATERIAL RESPECTS WITH RESPECT TO ALL SUCH
AGREEMENTS, (C) USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN A PROCESSOR
CONTROL AGREEMENT WITH RESPECT TO EACH CREDIT CARD PROCESSOR PROVIDING ANY
CREDIT CARD PROCESSING SERVICES FOR OR ON BEHALF OF SUCH LOAN PARTY AND LISTED
ON SCHEDULE 3.21 WITHIN SIXTY (60) DAYS AFTER THE EFFECTIVE DATE AND
(D) PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT OF THE ENTRY BY SUCH LOAN PARTY
INTO ANY CREDIT CARD PROCESSING AGREEMENT WITH ANY CREDIT CARD PROCESSOR AFTER
THE EFFECTIVE DATE AND (SUBJECT TO SECTION 5.15(E) WITH RESPECT TO ANY CREDIT
CARD PROCESSING AGREEMENT ACQUIRED BY SUCH LOAN PARTY IN CONNECTION WITH THE
CONSUMMATION OF A PERMITTED ACQUISITION) OBTAIN A PROCESSOR CONTROL AGREEMENT
WITH RESPECT TO EACH SUCH CREDIT CARD PROCESSOR CONTEMPORANEOUSLY WITH THE ENTRY
BY SUCH LOAN PARTY INTO SUCH CREDIT PROCESSING AGREEMENT.
SECTION 5.15.
ADDITIONAL COLLATERAL; FURTHER ASSURANCES.
(A)
HOLDINGS SHALL
CAUSE EACH OF ITS MATERIAL DOMESTIC SUBSIDIARIES FORMED OR ACQUIRED AFTER THE
EFFECTIVE DATE, AND EACH DOMESTIC SUBSIDIARY WHICH IS NOT A MATERIAL DOMESTIC
SUBSIDIARY ON THE EFFECTIVE DATE BUT WHICH QUALIFIES AS A MATERIAL DOMESTIC
SUBSIDIARY AFTER THE EFFECTIVE DATE, IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT TO BECOME A LOAN PARTY BY EXECUTING THE JOINDER AGREEMENT SET FORTH AS
EXHIBIT E HERETO (THE