UPON REQUEST BY PARTY A, SUCH
OTHER INSURANCE AS IS CUSTOMARY FOR ENTITIES IN THE SAME INDUSTRY, AND WITH
REPUTABLE AND FINANCIALLY SOUND CARRIERS.
THE POLICIES FOR EACH TYPE OF
INSURANCE WILL BE ISSUED BY INSURERS, AND HAVE SUCH TERMS AND CONDITIONS, AS ARE
AND REMAIN SATISFACTORY TO PARTY A.
SUCH PARTY SHALL CAUSE ALL SUCH INSURANCE
TO NAME PARTY A AS AN ADDITIONAL INSURED AND/OR LOSS PAYEE, AS APPROPRIATE, AND
TO PROVIDE THAT NO CANCELLATION, CHANGE IN AMOUNT OR CHANGE IN COVERAGE SHALL BE
EFFECTIVE WITHOUT 30 DAYS' PRIOR WRITTEN NOTICE THEREOF TO PARTY A.
(IV)
BOOKS AND RECORDS; INSPECTION RIGHTS; ACCOUNTING
AND ACCOUNTING MATTERS.
(A)
SUCH PARTY WILL KEEP PROPER BOOKS AND RECORDS
IN WHICH FULL, TRUE AND CORRECT ENTRIES ARE MADE OF ALL DEALINGS AND
TRANSACTIONS IN RELATION TO ITS BUSINESS AND ACTIVITIES IN ACCORDANCE WITH
GAAP.
SUCH PARTY WILL PERMIT PARTY A OR ANY REPRESENTATIVE THEREOF, UPON
REASONABLE PRIOR NOTICE, TO VISIT AND INSPECT ITS PROPERTIES, TO EXAMINE AND
MAKE EXTRACTS FROM ITS BOOKS AND RECORDS, AND TO DISCUSS ITS AFFAIRS, FINANCES
AND CONDITION WITH ITS OFFICERS AND INDEPENDENT ACCOUNTANTS, ALL AT SUCH
REASONABLE TIMES AND AS OFTEN AS REASONABLY REQUESTED, PROVIDED THAT IN THE CASE
OF ANY VISIT BY PARTY A OTHER THAN WHEN
40
DEFAULT OR POTENTIAL TERMINATION EVENT HAS OCCURRED AND IS CONTINUING, PARTY A
SHALL BE REQUIRED TO PROVIDE NOT LESS THAN THREE BUSINESS DAYS NOTICE OF ITS
INTENT TO INSPECT AND SUCH INSPECTIONS SHALL OCCUR DURING NORMAL BUSINESS HOURS.
(B)
SUCH PARTY SHALL AUTHORIZE THE AUDITOR (WHOSE
FEES AND EXPENSES SHALL BE FOR THE ACCOUNT SUCH PARTY) TO COMMUNICATE WITH THE
OFFICERS AND DESIGNATED REPRESENTATIVES OF PARTY A FROM TIME TO TIME UPON
REASONABLE PRIOR NOTICE TO SUCH PARTY, AS APPLICABLE.
(V)
NOTICES OF MATERIAL EVENTS; ENVIRONMENTAL
MATTERS.
SUCH PARTY WILL FURNISH WRITTEN NOTICE OF EACH OF THE FOLLOWING
EVENTS, OCCURRENCE AND CONDITIONS TO PARTY A:
(A)
THE OCCURRENCE OF ANY DEFAULT OR POTENTIAL
TERMINATION EVENT, PROMPTLY FOLLOWING THE OCCURRENCE THEREOF;
(B)
(1) THE FILING OR COMMENCEMENT OF ANY ACTION,
SUIT OR PROCEEDING OR THE ASSERTION OF ANY ENVIRONMENTAL CLAIM BY OR BEFORE ANY
ARBITRATOR OR OTHER GOVERNMENTAL AUTHORITY AGAINST OR AFFECTING SUCH PARTY, AND
THE OCCURRENCE OF ANY MATERIAL ADVERSE EVENT IN THE COURSE OF ANY SUCH ACTION,
SUIT OR PROCEEDING, OR (2) ANY OTHER CIRCUMSTANCE, ACT, OR CONDITION WITH
RESPECT TO THE ADOPTION, MATERIAL AMENDMENT, INTERPRETATION, OR REPEAL OF ANY
APPLICABLE LAW RELEVANT IN ANY MATERIAL RESPECT TO THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT OR THE IMPAIRMENT OF ANY GOVERNMENTAL APPROVAL OR NOTICE
(WHETHER FORMAL OR INFORMAL, WRITTEN OR ORAL) OR THE FAILURE OF SUCH PARTY TO
COMPLY WITH THE TERMS AND CONDITIONS OF ANY GOVERNMENTAL APPROVAL RELATED TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, PROMPTLY FOLLOWING THE OCCURRENCE
THEREOF, IN EACH CASE, EXCEPT TO THE EXTENT THAT COULD NOT REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT; AND
(C)
AS PROMPTLY AS POSSIBLE AND IN ANY EVENT
WITHIN THREE BUSINESS DAYS AFTER A RESPONSIBLE OFFICER