KEEP PROPER BOOKS
OF RECORD AND ACCOUNT IN WHICH FULL, TRUE AND CORRECT ENTRIES WILL BE MADE OF
ITS TRANSACTIONS IN ACCORDANCE WITH GAAP.
(C)
INSPECTIONS; INFORMATION.
BORROWER SHALL PERMIT ANY PERSON
DESIGNATED BY LENDER, UPON REASONABLE NOTICE AND DURING NORMAL BUSINESS HOURS,
TO VISIT AND INSPECT ANY OF THE PROPERTIES AND OFFICES OF BORROWER, TO EXAMINE
THE BOOKS OF ACCOUNT OF BORROWER AND TO DISCUSS THE AFFAIRS, FINANCES AND
ACCOUNTS OF BORROWER WITH, AND TO BE ADVISED AS TO THE SAME BY, THEIR MANAGERS,
OFFICERS, AUDITORS AND ACCOUNTANTS, ALL AT SUCH TIMES AND INTERVALS AS LENDER
MAY REASONABLY REQUEST. BORROWER SHALL PERMIT LENDER, UPON REASONABLE NOTICE AND
DURING NORMAL BUSINESS HOURS, TO INSPECT THE COLLATERAL AND BORROWER SHALL
FURNISH TO LENDER, UPON REQUEST OF LENDER, SUCH INFORMATION REGARDING THE
COLLATERAL AND BORROWER'S BUSINESS AS LENDER MAY FROM TIME TO TIME REASONABLY
REQUEST.
(D)
GOVERNMENTAL CHARGES AND OTHER INDEBTEDNESS.
BORROWER SHALL
PROMPTLY PAY AND DISCHARGE WHEN DUE (I) ALL TAXES AND OTHER GOVERNMENTAL CHARGES
IMPOSED ON BORROWER PRIOR TO THE DATE UPON WHICH PENALTIES ACCRUE THEREON,
(II) ALL INDEBTEDNESS WHICH, IF UNPAID, COULD BECOME A LIEN UPON THE PROPERTY OF
BORROWER AND (III) ALL OTHER INDEBTEDNESS WHICH, IF UNPAID, COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, EXCEPT SUCH TAXES AND INDEBTEDNESS
AS MAY IN GOOD FAITH BE CONTESTED OR DISPUTED, OR FOR WHICH ARRANGEMENTS FOR
DEFERRED PAYMENT HAVE BEEN MADE, PROVIDED THAT IN EACH SUCH CASE APPROPRIATE
RESERVES ARE MAINTAINED TO THE REASONABLE SATISFACTION OF LENDER.
(E)
USE OF PROCEEDS.
BORROWER SHALL USE THE PROCEEDS OF THE REVOLVING
LOANS ONLY FOR THE PURPOSES SET FORTH IN SECTION 2.01(E).
(F)
GENERAL BUSINESS OPERATIONS.
BORROWER SHALL (I) PRESERVE AND
MAINTAIN ITS LIMITED LIABILITY COMPANY EXISTENCE AND ALL OF ITS RIGHTS,
PRIVILEGES AND FRANCHISES REASONABLY NECESSARY TO THE CONDUCT OF ITS BUSINESS,
(II) CONDUCT ITS BUSINESS ACTIVITIES IN COMPLIANCE WITH ALL REQUIREMENTS OF LAW
AND CONTRACTUAL OBLIGATIONS APPLICABLE TO IT, THE VIOLATION OF WHICH COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, (III) KEEP ALL
PROPERTY USEFUL AND NECESSARY IN ITS BUSINESS IN GOOD WORKING ORDER AND
CONDITION, ORDINARY WEAR AND TEAR EXCEPTED, AND (IV) MAINTAIN ITS CHIEF
EXECUTIVE OFFICE AND PRINCIPAL PLACE OF BUSINESS IN HOFFMAN ESTATES, ILLINOIS.
(G)
COLLATERAL.
BORROWER SHALL KEEP ALL COLLATERAL AT THE LOCATIONS
IDENTIFIED IN SECTION 4.01(Q) AND SHALL KEEP ALL TANGIBLE COLLATERAL IN GOOD
ORDER, REPAIR AND OPERATING CONDITION. BORROWER SHALL NOT SELL, RENT, LEASE,
TRANSFER, CONSIGN, DISPOSE OR OTHERWISE CONVEY ANY OF THE COLLATERAL EXCEPT FOR
SALES OR OTHER DISPOSITIONS IN THE ORDINARY COURSE OF BORROWER'S BUSINESS.
BORROWER SHALL NOT CHANGE ITS NAME OR CHANGE ITS CHIEF EXECUTIVE OFFICE OR THE
OFFICE WHERE IT KEEPS ITS BOOKS AND RECORDS WITH RESPECT TO ACCOUNTS AND CHATTEL
PAPER WITHOUT GIVING AT LEAST THIRTY (30) DAYS' PRIOR WRITTEN NOTICE TO LENDER.
12
(H)
BORROWING BASE.
UPON REQUEST OF LENDER,
BORROWER PROMPTLY SHALL PROVIDE TO LENDER A WRITTEN REPORT, PREPARED IN
REASONABLE DETAIL AND WITH SUPPORTING DOCUMENTATION, SETTING FORTH THE
CALCULATION OF THE