Nautilus 2007 Annual Report Download - page 147

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; provided that, if no Default or Event of Default has occurred and is continuing, Agent will use commercially
reasonable efforts to obtain agreement from its independent appraisers to disclose the results of appraisals to Borrowers, although
Borrowers agree that such appraisals are not prepared for Borrower’s benefit and cannot be relied upon by Borrowers.
(b) Reimburse Agent for all 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 four times per Loan Year; and (ii) appraisals of
(A) Inventory up to two times per Loan Year and (B) Equipment and Real Estate up to one time per Loan Year; provided , however
, that if
an examination or appraisal is initiated during a Default or Event of Default, all 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 in accordance with GAAP reflecting all financial transactions; and furnish to Agent and Lenders:
(a) as soon as available, and in any event within 90 days after the close of each Fiscal Year, balance sheets as of the end of such
Fiscal Year and the related statements of income, cash flow and shareholders’ equity for such Fiscal Year, on consolidated and
consolidating (by business segment in accordance with Borrowers’ internal procedures in effect on the Closing Date or such other internal
procedures as may be reasonably acceptable to Agent) bases for Borrowers and their Subsidiaries, which consolidated statements shall be
audited and certified (without qualification as to scope, “going concern” or similar items) by a firm of independent certified public
accountants of recognized standing selected by Borrowers and reasonably acceptable to Agent, and shall set forth in comparative form
corresponding figures for the preceding Fiscal Year and other information reasonably acceptable to Agent (it being agreed that, with
respect to the consolidated statements required under this clause (a), the furnishing of US Borrower’s annual report on Form 10-K for such
Fiscal Year as filed with the SEC will satisfy such requirement);
(b) (i) as soon as available, and in any event within 30 days after the end of each month (but within 45 days after the last month in a
Fiscal Year), unaudited balance sheets as of the end of such month and the related statements of income and cash flow for such month and
for the portion of the Fiscal Year then elapsed, on consolidated and consolidating (by business segment in accordance with Borrowers’
internal procedures in effect on the Closing Date or such other internal procedures as may be reasonably acceptable to Agent) bases for
Borrowers and their Subsidiaries, setting forth in comparative form corresponding figures for the preceding Fiscal Year and certified by the
chief financial officer of Borrower Agent as being prepared in accordance with GAAP and fairly presenting in all material respects the
financial position and results of operations for such month and period, subject to normal year-end adjustments and the absence of
footnotes, and (ii) as soon as available, and in any event within 45 days after the end of each Fiscal Quarter, unaudited balance sheets as of
the end of such Fiscal Quarter and the related statements of income and cash flow for such Fiscal Quarter and for the portion of the Fiscal
Year then elapsed, on consolidated and consolidating (by business segment in accordance with Borrowers’
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