Payment of the Obligations, each Borrower shall, and shall cause
each Subsidiary to:
10.1.1
INSPECTIONS; APPRAISALS.
A.
PERMIT AGENT FROM TIME TO TIME, SUBJECT (EXCEPT WHEN A DEFAULT OR
EVENT OF DEFAULT EXISTS) TO REASONABLE NOTICE AND NORMAL BUSINESS HOURS, TO
VISIT AND INSPECT THE PROPERTIES OF ANY BORROWER OR SUBSIDIARY FOR THE PURPOSE
OF CONDUCTING AN ANNUAL (OR MORE FREQUENTLY AT AGENT'S DISCRETION) FIELD AUDIT
(WHICH FIELD AUDIT SHALL INCLUDE THE RIGHT TO INSPECT, AUDIT AND MAKE EXTRACTS
FROM ANY BORROWER'S OR SUBSIDIARY'S BOOKS AND RECORDS, AND DISCUSS WITH ITS
OFFICERS, EMPLOYEES, AGENTS, ADVISORS AND INDEPENDENT ACCOUNTANTS SUCH
BORROWER'S OR SUBSIDIARY'S BUSINESS, FINANCIAL CONDITION, ASSETS, PROSPECTS AND
RESULTS OF OPERATIONS).
LENDERS MAY PARTICIPATE IN ANY SUCH VISIT OR
INSPECTION, AT THEIR OWN EXPENSE.
NEITHER AGENT NOR ANY LENDER SHALL HAVE ANY
DUTY TO ANY BORROWER TO MAKE ANY INSPECTION, NOR TO SHARE ANY RESULTS OF ANY
INSPECTION, APPRAISAL OR REPORT WITH ANY BORROWER.
BORROWERS ACKNOWLEDGE THAT
ALL INSPECTIONS, APPRAISALS AND REPORTS ARE PREPARED BY AGENT AND LENDERS FOR
THEIR PURPOSES, AND BORROWERS SHALL NOT BE ENTITLED TO RELY UPON THEM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NO BORROWER OR SUBSIDIARY WILL
BE REQUIRED TO DISCLOSE, PERMIT THE INSPECTION, EXAMINATION OR MAKING OF
EXTRACTS, OR DISCUSSION OF, ANY DOCUMENT, INFORMATION OR OTHER MATTER THAT
(I) CONSTITUTES NON-FINANCIAL TRADE SECRETS OR NON-FINANCIAL PROPRIETARY
INFORMATION, (II) IN RESPECT OF WHICH DISCLOSURE TO AGENT (OR ITS DESIGNATED
REPRESENTATIVE) IS THEN PROHIBITED BY APPLICABLE LAW OR ANY AGREEMENT BINDING ON
SUCH BORROWER OR ANY SUBSIDIARY WHICH AGREEMENT WAS NOT ENTERED INTO IN
CONTEMPLATION OF THIS AGREEMENT AND DOES NOT APPLY TO THE COLLATERAL OR (III) IS
SUBJECT TO ATTORNEY-CLIENT OR SIMILAR PRIVILEGE OR CONSTITUTES ATTORNEY WORK
PRODUCT.
B.
REIMBURSE AGENT FOR ALL REASONABLE CHARGES, COSTS AND EXPENSES OF
AGENT IN CONNECTION WITH (I) EXAMINATIONS OF ANY OBLIGOR'S BOOKS AND RECORDS OR
ANY OTHER FINANCIAL OR COLLATERAL MATTERS AS AGENT DEEMS APPROPRIATE, UP TO
THREE TIMES PER LOAN YEAR; AND (II) APPRAISALS OF INVENTORY UP TO THREE TIMES
PER LOAN YEAR; PROVIDED, HOWEVER, THAT IF AN EXAMINATION OR APPRAISAL IS
INITIATED DURING THE EXISTENCE OF A DEFAULT OR EVENT OF DEFAULT, ALL REASONABLE
CHARGES, COSTS AND EXPENSES THEREFOR SHALL BE REIMBURSED BY BORROWERS WITHOUT
REGARD TO SUCH LIMITS.
SUBJECT TO AND WITHOUT LIMITING THE FOREGOING, BORROWERS
SPECIFICALLY AGREE TO PAY AGENT'S THEN STANDARD CHARGES FOR EACH DAY THAT AN
EMPLOYEE OF AGENT OR ITS AFFILIATES IS ENGAGED IN ANY EXAMINATION ACTIVITIES,
AND SHALL PAY THE STANDARD CHARGES OF AGENT'S INTERNAL APPRAISAL GROUP.
THIS
SECTION SHALL NOT BE CONSTRUED TO LIMIT AGENT'S RIGHT TO CONDUCT EXAMINATIONS OR
TO OBTAIN APPRAISALS AT ANY TIME IN ITS DISCRETION, NOR TO USE THIRD PARTIES FOR
SUCH PURPOSES.
10.1.2
FINANCIAL AND OTHER INFORMATION.
KEEP ADEQUATE RECORDS AND BOOKS OF
ACCOUNT WITH RESPECT TO ITS BUSINESS ACTIVITIES, IN WHICH PROPER ENTRIES ARE
MADE THAT ARE SUFFICIENT TO PREPARE FINANCIAL STATEMENTS IN ACCORDANCE WITH
GAAP; AND FURNISH TO AGENT AND LENDERS:
A.
AS SOON AS AVAILABLE, AND IN ANY EVENT WITHIN 90