ANY REGISTERED CERTIFIED PUBLIC ACCOUNTANTS (INCLUDING THE GROUP MEMBERS'
ACCOUNTANTS) OF ANY LOAN PARTY (AND DURING THE CONTINUANCE OF A DEFAULT, EACH
GROUP MEMBER) AND (D) INSPECT, REVIEW, EVALUATE, CONDUCT FIELD EXAMINATIONS,
AUDITS, AND MAKE VERIFICATIONS, RECONCILIATIONS, AGINGS, TRIAL BALANCES, AND
APPRAISALS OF THE COLLATERAL IN ANY MANNER AND THROUGH ANY MEDIUM THAT THE
ADMINISTRATIVE AGENT CONSIDERS ADVISABLE; PROVIDED, THE LOAN PARTIES SHALL NOT
BE RESPONSIBLE FOR COSTS AND EXPENSES MORE THAN TWICE PER YEAR UNLESS AN EVENT
OF DEFAULT HAS OCCURRED AND IS CONTINUING.
EACH LENDER MAY ACCOMPANY THE
ADMINISTRATIVE AGENT ON ANY VISIT OR INSPECTION ONCE DURING ANY FISCAL YEAR OF
HOLDINGS AT THE REASONABLE EXPENSE OF THE LOAN PARTIES AND AT SUCH LENDER'S OWN
EXPENSE FOR ANY ADDITIONAL VISIT OR INSPECTION DURING SUCH FISCAL YEAR.
EACH
LOAN PARTY (AND DURING THE CONTINUANCE OF A DEFAULT, EACH GROUP MEMBER) SHALL
AUTHORIZE THEIR RESPECTIVE REGISTERED CERTIFIED PUBLIC ACCOUNTANTS (INCLUDING
THE GROUP MEMBERS' ACCOUNTANTS) TO COMMUNICATE DIRECTLY WITH THE ADMINISTRATIVE
AGENT AND ITS RELATED PERSONS AND TO DISCLOSE TO THE ADMINISTRATIVE AGENT AND
ITS RELATED PERSONS ALL FINANCIAL STATEMENTS AND OTHER DOCUMENTS AND INFORMATION
AS THEY MIGHT HAVE AND THE ADMINISTRATIVE AGENT REASONABLY REQUESTS WITH RESPECT
TO ANY LOAN PARTY (AND DURING THE CONTINUANCE OF A DEFAULT, ANY GROUP MEMBER).
SECTION 7.8
ENVIRONMENTAL.
EACH GROUP MEMBER SHALL COMPLY WITH, AND
MAINTAIN ITS REAL PROPERTY, WHETHER OWNED, LEASED, SUBLEASED OR OTHERWISE
OPERATED OR OCCUPIED, IN COMPLIANCE WITH, ALL APPLICABLE ENVIRONMENTAL LAWS
(INCLUDING BY IMPLEMENTING ANY REMEDIAL ACTION NECESSARY TO ACHIEVE SUCH
COMPLIANCE OR THAT IS REQUIRED BY ORDERS AND DIRECTIVES OF ANY GOVERNMENTAL
AUTHORITY) EXCEPT FOR FAILURES TO COMPLY THAT WOULD NOT, IN THE AGGREGATE,
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
WITHOUT LIMITING THE
FOREGOING, IF AN EVENT OF DEFAULT IS CONTINUING OR IF THE ADMINISTRATIVE AGENT
AT ANY TIME HAS A REASONABLE BASIS TO BELIEVE THAT THERE EXIST VIOLATIONS OF
ENVIRONMENTAL LAWS BY ANY GROUP MEMBER OR THAT THERE EXIST ANY ENVIRONMENTAL
LIABILITIES, IN EACH CASE, THAT WOULD HAVE, IN THE AGGREGATE, A MATERIAL ADVERSE
EFFECT, THEN EACH GROUP MEMBER SHALL, PROMPTLY UPON RECEIPT OF REQUEST FROM THE
ADMINISTRATIVE AGENT, CAUSE THE PERFORMANCE OF, AND ALLOW THE ADMINISTRATIVE
AGENT AND ITS RELATED PERSONS ACCESS TO SUCH REAL PROPERTY FOR THE PURPOSE OF
CONDUCTING, SUCH ENVIRONMENTAL AUDITS AND ASSESSMENTS, INCLUDING SUBSURFACE
SAMPLING OF SOIL AND GROUNDWATER, AND CAUSE THE PREPARATION OF SUCH REPORTS, IN
EACH CASE AS THE ADMINISTRATIVE AGENT MAY FROM TIME TO TIME REASONABLY REQUEST.
SUCH AUDITS, ASSESSMENTS AND REPORTS, TO THE EXTENT NOT CONDUCTED BY THE
ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PERSONS, SHALL BE CONDUCTED AND
PREPARED BY REPUTABLE ENVIRONMENTAL CONSULTING FIRMS REASONABLY ACCEPTABLE TO
THE ADMINISTRATIVE AGENT AND SHALL BE IN FORM AND SCOPE REASONABLY ACCEPTABLE TO
THE ADMINISTRATIVE AGENT.
SECTION 7.9
USE OF PROCEEDS.
THE PROCEEDS OF THE LOANS SHALL BE
USED BY THE BORROWER (AND, TO THE EXTENT DISTRIBUTED TO THEM BY THE BORROWER,
EACH OTHER GROUP MEMBER) SOLELY (A) TO CONSUMMATE THE RELATED TRANSACTIONS AND
FOR THE PAYMENT OF