TRUTH-IN LENDING, FAIR CREDIT BILLING, FAIR CREDIT REPORTING, EQUAL
CREDIT OPPORTUNITY, FAIR DEBT COLLECTION PRACTICES, TRADE PRACTICES, CONSUMER
PROTECTION AND PRIVACY), EXCEPT, IN EACH CASE, WHERE THE FAILURE TO DO SO WOULD
NOT CAUSE A MATERIAL ADVERSE EFFECT.
EACH CREDIT PARTY WILL PAY ALL TAXES
PAYABLE THEREBY AS AND WHEN DUE.
7.16
FURNISHING OF INFORMATION AND INSPECTION OF RECORDS.
MAINTAIN AND
CAUSE EACH OF ITS RESTRICTED SUBSIDIARIES TO MAINTAIN, BOOKS AND RECORDS,
INCLUDING THOSE PERTAINING TO THE COLLATERAL, IN SUCH DETAIL, FORM AND SCOPE AS
IS CONSISTENT WITH GOOD BUSINESS PRACTICE, AND AGREES THAT SUCH BOOKS AND
RECORDS WILL REFLECT ADMINISTRATIVE AGENT'S AND LENDERS' RESPECTIVE INTERESTS IN
ITS RECEIVABLES.
EACH BORROWER AGREES THAT ADMINISTRATIVE AGENT OR ITS AGENTS
MAY ENTER UPON THE PREMISES OF SUCH BORROWER OR ANY RESTRICTED SUBSIDIARY OF
SUCH BORROWER ON TWO OCCASIONS DURING A GIVEN FISCAL YEAR, DURING NORMAL
BUSINESS HOURS AND UPON REASONABLE NOTICE UNDER THE CIRCUMSTANCES, AND AT ANY
TIME OR OCCASION AT ALL ON AND AFTER THE OCCURRENCE AND DURING THE CONTINUATION
OF AN UNMATURED EVENT OF DEFAULT OR EVENT OF DEFAULT, AND WHICH HAS NOT
OTHERWISE BEEN WAIVED PURSUANT TO SECTION 13.1, FOR THE PURPOSES OF (A)
CONDUCTING FIELD EXAMINATIONS AND APPRAISALS AND (B) INSPECTING AND/OR COPYING
(AT THE BORROWERS' EXPENSE) ANY AND ALL RECORDS PERTAINING TO THE COLLATERAL.
EACH BORROWER FURTHER AGREES THAT AT ANY TIME ADMINISTRATIVE AGENT OR ITS AGENTS
MAY DURING NORMAL BUSINESS HOURS AND UPON REASONABLE NOTICE UNDER THE
CIRCUMSTANCES ENTER UPON THE PREMISES OF SUCH BORROWER OR ANY RESTRICTED
SUBSIDIARY OF SUCH BORROWER TO DISCUSS THE BUSINESS AFFAIRS AND PROSPECTS AND
FINANCIAL CONDITION OF THE BORROWERS AND EACH RESTRICTED SUBSIDIARY WITH ANY
OFFICERS, EMPLOYEES AND DIRECTORS OF THE BORROWERS OR SUCH RESTRICTED SUBSIDIARY
OR WITH AUDITORS.
THE COMPANY OR ANY BORROWER SHALL GIVE ADMINISTRATIVE AGENT
THIRTY (30) DAYS (OR SUCH SHORTER PERIOD APPROVED BY THE ADMINISTRATIVE AGENT)
PRIOR WRITTEN NOTICE OF ANY CHANGE IN THE LOCATION OF ANY COLLATERAL OR IN THE
LOCATION OF ITS CHIEF EXECUTIVE OFFICE, STATE OF INCORPORATION OR ORGANIZATION
OR LOCATION OF ANY COLLATERAL FROM THE LOCATIONS SPECIFIED IN SCHEDULE 7.16, AND
SUCH BORROWER SHALL EXECUTE IN ADVANCE OF SUCH CHANGE AND CAUSE TO BE FILED
AND/OR DELIVERED TO ADMINISTRATIVE AGENT ANY FINANCING STATEMENTS, COLLATERAL
ACCESS AGREEMENTS OR OTHER DOCUMENTS REQUIRED BY ADMINISTRATIVE AGENT, ALL IN
FORM AND SUBSTANCE SATISFACTORY TO ADMINISTRATIVE AGENT.
EACH BORROWER AGREES
TO ADVISE ADMINISTRATIVE AGENT PROMPTLY, IN SUFFICIENT DETAIL, OF ANY
SUBSTANTIAL CHANGES RELATING TO THE TYPE, QUANTITY OR QUALITY OF THE COLLATERAL,
OR ANY EVENT WHICH SINGLY OR IN THE AGGREGATE COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT ON THE VALUE OF THE COLLATERAL OR ON THE LIENS
GRANTED FOR THE BENEFIT OF ADMINISTRATIVE AGENT, THE LENDERS AND ANY FACING BANK
THEREON.
7.17
KEEPING OF RECORDS AND BOOKS.
THE BORROWERS WILL, IN A MANNER
CONSISTENT WITH SOUND BUSINESS PRACTICE AND ITS CUSTOMARY STANDARDS, COMPLY WITH
THE FOLLOWING PROCEDURES REGARDING THE KEEPING OF BOOKS AND RECORDS:
(A)
HAVE AND MAINTAIN (I) ADMINISTRATIVE AND OPERATING PROCEDURES