RECORD KEEPING AND REPORTING.
(A)
EACH ASSIGNOR AGREES THAT IT SHALL KEEP, OR CAUSE TO BE KEPT,
ADEQUATE RECORDS AND BOOKS OF ACCOUNT (INCLUDING, WITHOUT LIMITATION, WITH
RESPECT TO ANY INTERCOMPANY NOTES ISSUED BY OR TO IT), IN WHICH COMPLETE ENTRIES
ARE TO BE MADE IN ACCORDANCE WITH SOUND ACCOUNTING PRINCIPLES CONSISTENTLY
APPLIED, AND WILL PERMIT THE COLLATERAL AGENT OR ITS REPRESENTATIVES, AT ANY
REASONABLE TIME, AND FROM TIME TO TIME AT THE REASONABLE REQUEST OF THE
COLLATERAL AGENT AND UPON REASONABLE NOTICE, TO VISIT AND INSPECT ITS
PROPERTIES, TO EXAMINE AND MAKE COPIES OF AND TAKE ABSTRACTS FROM ITS RESPECTIVE
RECORDS AND BOOKS OF ACCOUNT, AND TO DISCUSS ITS AFFAIRS, FINANCES AND ACCOUNTS
WITH ITS PRINCIPAL OFFICERS, DIRECTORS AND, WITH THE WRITTEN CONSENT OF SUCH
ASSIGNOR (WHICH CONSENT SHALL NOT BE REQUIRED IF ANY EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING), INDEPENDENT PUBLIC ACCOUNTANTS, PROVIDED THAT SUCH
ASSIGNOR MAY ATTEND SUCH MEETINGS (AND BY THIS PROVISION SUCH ASSIGNOR
AUTHORIZES SUCH ACCOUNTANTS TO DISCUSS WITH THE COLLATERAL AGENT AND SUCH
REPRESENTATIVES THE AFFAIRS, FINANCES AND ACCOUNTS OF SUCH ASSIGNOR).
(B)
EACH ASSIGNOR AGREES THAT IT SHALL DELIVER TO THE COLLATERAL AGENT
(AND THE COLLATERAL AGENT MAY RELY UPON) AS SOON AS AVAILABLE BUT IN ANY EVENT
NOT MORE THAN NINETY (90) DAYS AFTER THE CLOSE OF EACH CALENDAR YEAR, AND FROM
TIME TO TIME UPON REQUEST OF THE COLLATERAL AGENT, A STATEMENT SETTING FORTH THE
OUTSTANDING AMOUNT OF EACH INTERCOMPANY NOTE OF SUCH ASSIGNOR.
26
SECTION 10.2.
COMPENSATION AND EXPENSES.
(A)
THE ASSIGNORS, JOINTLY AND SEVERALLY, HEREBY AGREE TO PAY TO THE
COLLATERAL AGENT, UPON ACCEPTANCE BY THE COLLATERAL AGENT OF THE OBLIGATIONS
CREATED BY THIS AGREEMENT AND THEREAFTER UNTIL ALL PROCEEDS ARE DISTRIBUTED AND
THIS AGREEMENT IS TERMINATED, FROM TIME TO TIME, UPON DEMAND, ALL OF THE
REASONABLE COSTS AND EXPENSES OF THE COLLATERAL AGENT (INCLUDING THE REASONABLE
FEES AND DISBURSEMENTS OF ITS COUNSEL AND SUCH SPECIAL COUNSEL AS THE COLLATERAL
AGENT REASONABLY ELECTS TO RETAIN) (I) ARISING IN CONNECTION WITH THE
PREPARATION, EXECUTION, DELIVERY, MODIFICATION, RESTATEMENT, AMENDMENT OR
TERMINATION OF THIS AGREEMENT, EACH MORTGAGE AND EACH SECURITY DOCUMENT OR THE
ENFORCEMENT (WHETHER IN THE CONTEXT OF A CIVIL ACTION, ADVERSARY PROCEEDING,
BANKRUPTCY, WORKOUT OR OTHERWISE) OF ANY OF THE PROVISIONS HEREOF OR THEREOF OR
(II) INCURRED OR REQUIRED TO BE ADVANCED IN CONNECTION WITH THE PRESERVATION,
PROTECTION OR DEFENSE OF THE COLLATERAL, THE MORTGAGED PROPERTY AND ALL
COLLATERAL UNDER ANY AND ALL OTHER SECURITY DOCUMENTS (COLLECTIVELY, THE
"COLLATERAL AGENT COSTS").
THE COLLATERAL AGENT'S COMPENSATION SHALL NOT BE
LIMITED BY ANY LAW RELATING TO COMPENSATION OF A COLLATERAL AGENT.
THE
OBLIGATIONS OF THE ASSIGNORS UNDER THIS SECTION 10.2 SHALL SURVIVE THE
TERMINATION OF OTHER PROVISIONS OF THIS AGREEMENT AND THE MORTGAGES.
(B)
WHEN THE COLLATERAL AGENT INCURS EXPENSES OR RENDERS SERVICES
AFTER AN ORDER FOR RELIEF WITH RESPECT TO ANY ASSIGNOR SHALL HAVE BEEN ENTERED
UNDER ANY APPLICABLE BANKRUPTCY, INSOLVENCY OR OTHER SIMILAR LAW, THE EXPENSE
AND THE COMPENSATION FOR THE COLLATERAL AGENT'S SERVICES ARE INTENDED TO