TEN (10) BUSINESS DAYS
AFTER THE END OF EACH MONTH, AND FROM TIME TO TIME UPON THE REQUEST OF AGENT, A
BORROWING BASE CERTIFICATE AS OF THE LAST DAY OF THE MONTH MOST RECENTLY ENDED;
(N)
WITHIN TWO (2) BUSINESS DAYS AFTER ANY REQUEST THEREFOR, SUCH
INFORMATION IN SUCH DETAIL CONCERNING THE AMOUNT, COMPOSITION AND MANNER OF
CALCULATION OF THE BORROWING BASE AS AGENT OR ANY LENDER MAY REASONABLY REQUEST;
(O)
UPON THE REQUEST OF AGENT, WHICH MAY BE MADE NOT MORE THAN ONCE
EACH YEAR PRIOR TO AN EVENT OF DEFAULT (AND SO LONG AS NO EVENT OF DEFAULT THEN
EXISTS, AT AGENT'S EXPENSE) AND AT ANY TIME (BUT NOT MORE OFTEN THAN QUARTERLY)
WHILE AND SO LONG AS AN EVENT OF DEFAULT SHALL BE CONTINUING (IN WHICH EVENT, AT
BORROWERS' EXPENSE), A REPORT OF AN INDEPENDENT COLLATERAL AUDITOR SATISFACTORY
TO AGENT (WHICH MAY BE, OR BE AFFILIATED WITH, A LENDER) WITH RESPECT TO THE
COMPONENTS OF THE BORROWING BASE, WHICH REPORT SHALL INDICATE WHETHER OR NOT THE
INFORMATION SET FORTH IN THE BORROWING BASE CERTIFICATE MOST RECENTLY DELIVERED
IS ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS BASED UPON A REVIEW BY SUCH
AUDITORS OF THE ACCOUNTS (INCLUDING VERIFICATION WITH RESPECT TO THE AMOUNT,
AGING, IDENTITY AND CREDIT OF THE RESPECTIVE ACCOUNT DEBTORS AND THE BILLING
PRACTICES OF BORROWERS) AND INVENTORY (INCLUDING VERIFICATION AS TO THE VALUE,
LOCATION AND RESPECTIVE TYPES);
(P)
FROM TIME TO TIME, IF AGENT OR ANY LENDER DETERMINES THAT
OBTAINING APPRAISALS IS NECESSARY IN ORDER FOR AGENT OR SUCH LENDER TO COMPLY
WITH APPLICABLE LAWS OR REGULATIONS, APPRAISAL REPORTS IN FORM AND SUBSTANCE AND
FROM APPRAISERS SATISFACTORY TO AGENT STATING THE THEN CURRENT FAIR MARKET
VALUES OF ALL OR ANY PORTION OF THE REAL ESTATE OWNED BY A BORROWER OR ANY
SUBSIDIARIES.
IN ADDITION TO THE FOREGOING, FROM TIME TO TIME, BUT IN THE
ABSENCE OF A DEFAULT OR EVENT OF DEFAULT NOT MORE THAN ONCE DURING EACH CALENDAR
YEAR, AGENT MAY REQUIRE BORROWERS, AT AGENT'S EXPENSE (SO LONG AS NO EVENT OF
DEFAULT THEN EXISTS) TO OBTAIN AND DELIVER TO AGENT APPRAISAL REPORTS IN FORM
AND SUBSTANCE AND FROM APPRAISERS SATISFACTORY TO AGENT STATING THE THEN CURRENT
MARKET VALUES OF ALL OR ANY PORTION OF THE REAL ESTATE AND PERSONAL PROPERTY
OWNED BY EITHER BORROWER OR ANY SUBSIDIARIES THEREOF; AND
(Q)
WITH REASONABLE PROMPTNESS, SUCH OTHER INFORMATION AND DATA WITH
RESPECT TO ANY CREDIT PARTY AS FROM TIME TO TIME MAY BE REASONABLY REQUESTED BY
AGENT OR ANY LENDER.
SECTION 4.2
PAYMENT AND PERFORMANCE OF OBLIGATIONS.
EACH BORROWER
(I) WILL PAY AND DISCHARGE, AND CAUSE EACH OF ITS SUBSIDIARIES TO PAY AND
DISCHARGE, AT OR BEFORE MATURITY, ALL OF THEIR RESPECTIVE OBLIGATIONS AND
LIABILITIES, INCLUDING TAX LIABILITIES, EXCEPT FOR SUCH OBLIGATIONS AND
LIABILITIES (X) THAT MAY BE THE SUBJECT OF A PERMITTED CONTEST AND (Y) THE
NONPAYMENT OR NONDISCHARGE OF WHICH COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT, (II) WILL MAINTAIN, AND CAUSE EACH SUBSIDIARY TO
MAINTAIN, IN ACCORDANCE WITH