SCHEDULES SHALL BE PREPARED, TO THE EXTENT APPLICABLE, IN
> ACCORDANCE WITH GAAP APPLIED CONSISTENTLY WITH PRIOR PERIODS TO FAIRLY REFLECT
> THE FINANCIAL CONDITION OF THE BORROWERS AT THE CLOSE OF, AND ITS RESULTS OF
> OPERATIONS FOR, THE PERIOD(S) COVERED THEREIN.
>
>
> (C)
AT ALL TIMES, KEEP ACCURATE CURRENT RECORDS OF THE COLLATERAL IN
> ACCORDANCE WITH ITS CURRENT METHODS OF ACCOUNTING FOR THE COLLATERAL (WHICH
> METHODS SHALL NOT BE MATERIALLY ALTERED) OR AS OTHERWISE REQUIRED TO PREPARE
> THE MONTHLY AND QUARTERLY REPORTS REQUIRED HEREUNDER.
>
>
> (D)
AT ALL TIMES, RETAIN INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS WHO ARE
> REASONABLY SATISFACTORY TO THE AGENT AND INSTRUCT SUCH ACCOUNTANTS TO FULLY
> COOPERATE WITH, AND BE AVAILABLE TO, THE AGENT TO DISCUSS THE BORROWERS'
> FINANCIAL PERFORMANCE, FINANCIAL CONDITION, OPERATING RESULTS, CONTROLS, AND
> SUCH OTHER MATTERS, WITHIN THE SCOPE OF THE RETENTION OF SUCH ACCOUNTANTS, AS
> MAY BE RAISED BY THE AGENT.
AGENT ACKNOWLEDGES THAT KPMG LLP IS E
> SATISFACTORY.
>
>
> (E)
NOT CHANGE THEIR RESPECTIVE FISCAL YEARS, TAX IDENTIFICATION NUMBERS,
> OR STATE OF INCORPORATION OR ORGANIZATION WITHOUT REASONABLE PRIOR WRITTEN
> NOTICE TO AND THE WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, AND WHICH
> CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.
5.2
ACCESS TO RECORDS.
> (A)
THE BORROWERS SHALL ACCORD THE AGENT AND THE AGENT'S REPRESENTATIVES
> ACCESS FROM TIME TO TIME AS THE AGENT AND SUCH REPRESENTATIVES MAY REASONABLY
> REQUIRE TO ALL PROPERTIES OWNED BY OR OVER WHICH ANY BORROWER HAS CONTROL.
> THE AGENT AND SUCH REPRESENTATIVES SHALL HAVE THE RIGHT, AND THE BORROWERS
> WILL PERMIT THE AGENT AND THE AGENT'S REPRESENTATIVES FROM TIME TO TIME AS
> AGENT AND SUCH REPRESENTATIVES MAY REASONABLY REQUEST, TO EXAMINE, INSPECT,
> COPY, AND MAKE EXTRACTS FROM ANY AND ALL OF THE BORROWERS' BOOKS, RECORDS,
> ELECTRONICALLY STORED DATA, PAPERS, AND FILES.
THE BORROWERS SHALL MAKE
ALL
> OF THE BORROWERS' COPYING FACILITIES AVAILABLE TO THE AGENT AND THE AGENT'S
> REPRESENTATIVES.
>
>
> (B)
THE BORROWERS HEREBY AUTHORIZE THE AGENT AND THE AGENT'S REPRESENTATIVES
> TO:
>
> > (I)
INSPECT, COPY, DUPLICATE, REVIEW, CAUSE TO BE REDUCED
> > TO HARD COPY, RUN OFF, DRAW OFF, AND OTHERWISE USE ANY AND ALL COMPUTER OR
> > ELECTRONICALLY STORED INFORMATION OR DATA WHICH RELATES TO THE BORROWERS
> > ANY SERVICE BUREAU, CONTRACTOR, ACCOUNTANT, OR OTHER PERSON, AND DIRECTS ANY
> > SUCH SERVICE BUREAU, CONTRACTOR, ACCOUNTANT, OR OTHER PERSON WHO MAINTAINS
> > SUCH INFORMATION FOR THE BORROWER FULLY TO COOPERATE WITH THE AGENT AND THE
> > AGENT'S REPRESENTATIVES WITH RESPECT THERETO.
> >
> > (II)
VERIFY AT ANY TIME THE COLLATERAL OR ANY PORTION
> > THEREOF, INCLUDING VERIFICATION WITH ACCOUNT DEBTORS, AND/OR WITH THE
> > BORROWERS' COMPUTER BILLING COMPANIES, COLLECTION AGENCIES, AND ACCOUNTANTS
> > AND TO SIGN THE NAME OF THE BORROWERS ON ANY NOTICE TO THE BORROWERS'
> > ACCOUNT DEBTORS OR VERIFICATION OF