(INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES INCURRED
IN CONNECTION WITH PREPARING THE FINANCING DOCUMENTS);
(B)
ALL FILING AND/OR RECORDING TAXES OR FEES;
(C)
ALL TITLE INSURANCE PREMIUMS AND COSTS;
(D)
ALL COSTS OF LIEN AND RECORD SEARCHES;
(E)
REASONABLE ATTORNEYS' FEES IN CONNECTION WITH ALL LEGAL OPINIONS
REQUIRED;
(F)
APPRAISAL AND/OR SURVEY COSTS; AND
(G)
ALL RELATED COSTS, FEES AND EXPENSES.
11
Section 3.4
Rights of Inspection, Field Examination, Etc.
(A)
THE BORROWER SHALL PERMIT AUTHORIZED REPRESENTATIVES OF THE LENDER
TO VISIT AND INSPECT THE PROPERTIES OF THE BORROWER, TO REVIEW, AUDIT, CHECK AND
INSPECT THE COLLATERAL AT ANY TIME WITH OR WITHOUT NOTICE, TO REVIEW, AUDIT,
CHECK AND INSPECT THE BORROWER'S OTHER BOOKS OF RECORD AT ANY TIME WITH OR
WITHOUT NOTICE AND TO MAKE ABSTRACTS AND PHOTOCOPIES THEREOF, AND TO DISCUSS THE
AFFAIRS, FINANCES AND ACCOUNTS OF THE BORROWER, WITH THE OFFICERS, DIRECTORS,
EMPLOYEES AND OTHER REPRESENTATIVES OF THE BORROWER AND ITS ACCOUNTANTS, ALL AT
SUCH TIMES DURING NORMAL BUSINESS HOURS AND OTHER REASONABLE TIMES AND AS OFTEN
AS THE LENDER MAY REASONABLY REQUEST; PROVIDED, HOWEVER, THAT PRIOR TO AN EVENT
OF DEFAULT OR SUCH TIME THAT LENDER IN ITS GOOD FAITH DISCRETION BELIEVES AN
EVENT OF DEFAULT TO EXIST, (A) THE LENDER SHALL USE REASONABLE EFFORTS TO NOTIFY
THE BORROWER OF SUCH INSPECTIONS AND (B) THE BORROWER SHALL NOT BE REQUIRED TO
REIMBURSE THE LENDER FOR THE COSTS AND EXPENSES INCURRED BY THE LENDER IN
CONNECTION WITH ANY INSPECTIONS IN EXCESS OF TWO (2) INSPECTIONS DURING ANY
TWELVE (12) MONTH PERIOD.
(B)
THE BORROWER HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS ALL
ACCOUNTANTS AND AUDITORS EMPLOYED BY THE BORROWER AT ANY TIME PRIOR TO THE
REPAYMENT IN FULL OF THE OBLIGATIONS TO EXHIBIT AND DELIVER TO THE LENDER COPIES
OF ANY AND ALL OF THE FINANCIAL STATEMENTS, TRIAL BALANCES, MANAGEMENT LETTERS,
OR OTHER ACCOUNTING RECORDS OF ANY NATURE OF THE BORROWER IN THE ACCOUNTANT'S OR
AUDITOR'S POSSESSION, AND TO DISCLOSE TO THE LENDER ANY INFORMATION THEY MAY
HAVE CONCERNING THE FINANCIAL STATUS AND BUSINESS OPERATIONS OF THE BORROWER.
FURTHER, THE BORROWER HEREBY AUTHORIZES ALL GOVERNMENTAL AUTHORITIES TO FURNISH
TO THE LENDER COPIES OF REPORTS OR EXAMINATIONS RELATING TO THE BORROWER,
WHETHER MADE BY THE BORROWER OR OTHERWISE.
(C)
ANY AND ALL COSTS AND EXPENSES INCURRED BY, OR ON BEHALF OF, THE
LENDER IN CONNECTION WITH THE CONDUCT OF ANY OF THE FOREGOING SHALL BE PART OF
THE ENFORCEMENT COSTS AND SHALL BE PAYABLE TO THE LENDER UPON DEMAND.
THE
BORROWER ACKNOWLEDGES AND AGREES THAT SUCH EXPENSES MAY INCLUDE, BUT SHALL NOT
BE LIMITED TO, ANY AND ALL OUT-OF-POCKET COSTS AND EXPENSES OF THE LENDER'S
EMPLOYEES AND AGENTS IN, AND WHEN, TRAVELING TO THE BORROWER'S FACILITIES.
Section 3.5
Specific Cash Collateral Account Provisions.
Without limiting the general grant and assignment set forth in Section 3.1 (The
Collateral), as security for the payment and performance of the Obligations, the
Borrower specifically assigns, pledges and grants to Lender, and covenants and
agrees that Lender shall have a perfected and continuing first