AND CHARACTER OF THE BUSINESS OF THE GROUP MEMBERS AND (B) CAUSE ALL
SUCH INSURANCE RELATING TO ANY PROPERTY OR BUSINESS OF ANY LOAN PARTY TO NAME
THE ADMINISTRATIVE AGENT ON BEHALF OF THE SECURED PARTIES AS ADDITIONAL INSURED
OR LOSS PAYEE, AS APPROPRIATE, AND TO PROVIDE THAT NO CANCELLATION, MATERIAL
ADDITION IN AMOUNT OR MATERIAL CHANGE IN COVERAGE SHALL BE
85
EFFECTIVE UNTIL AFTER 30 DAYS' NOTICE THEREOF TO THE ADMINISTRATIVE AGENT.
7.6
KEEPING OF BOOKS.
THE GROUP MEMBERS SHALL
KEEP PROPER BOOKS OF RECORD AND ACCOUNT, IN WHICH FULL, TRUE AND CORRECT ENTRIES
SHALL BE MADE IN ACCORDANCE WITH GAAP AND ALL OTHER APPLICABLE REQUIREMENTS OF
LAW OF ALL FINANCIAL TRANSACTIONS AND THE ASSETS AND BUSINESS OF EACH GROUP
MEMBER.
7.7
ACCESS TO BOOKS AND PROPERTY; FIELD EXAMS.
EACH GROUP MEMBER SHALL PERMIT THE ADMINISTRATIVE AGENT, AS OFTEN AS REASONABLY
REQUESTED, AT ANY REASONABLE TIME DURING NORMAL BUSINESS HOURS AND WITH
REASONABLE ADVANCE NOTICE (EXCEPT THAT, DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, NO SUCH NOTICE SHALL BE REQUIRED) TO (A) VISIT AND INSPECT THE PROPERTY
OF EACH GROUP MEMBER AND EXAMINE AND MAKE COPIES OF AND ABSTRACTS FROM, THE
CORPORATE (AND SIMILAR), FINANCIAL, OPERATING AND OTHER BOOKS AND RECORDS OF
EACH GROUP MEMBER, (B) DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS OF EACH GROUP
MEMBER WITH ANY OFFICER OR DIRECTOR OF ANY GROUP MEMBER AND (C) COMMUNICATE
DIRECTLY WITH ANY REGISTERED CERTIFIED PUBLIC ACCOUNTANTS (INCLUDING THE GROUP
MEMBERS' ACCOUNTANTS) OF ANY GROUP MEMBER.
EACH GROUP MEMBER SHALL AUTHORIZE
THEIR RESPECTIVE REGISTERED CERTIFIED PUBLIC ACCOUNTANTS (INCLUDING THE GROUP
MEMBERS' ACCOUNTANTS) TO COMMUNICATE DIRECTLY WITH THE ADMINISTRATIVE AGENT AND
TO DISCLOSE TO THE ADMINISTRATIVE AGENT, THE LENDERS AND THEIR RELATED PERSONS
ALL FINANCIAL STATEMENTS AND OTHER DOCUMENTS AND INFORMATION AS THEY MIGHT HAVE
AND THE ADMINISTRATIVE AGENT REASONABLY REQUESTS WITH RESPECT TO ANY GROUP
MEMBER.
EACH LENDER MAY, WITH THE CONSENT OF THE ADMINISTRATIVE AGENT, WHICH
WILL NOT BE UNREASONABLY DENIED, ACCOMPANY THE ADMINISTRATIVE AGENT ON ANY SUCH
VISIT OR INSPECTION (AT SUCH LENDER'S EXPENSE).
EACH GROUP MEMBER SHALL PERMIT
THE ADMINISTRATIVE AGENT AND ANY AUTHORIZED REPRESENTATIVES DESIGNATED BY THE
ADMINISTRATIVE AGENT TO CONDUCT FIELD EXAMINATIONS WITH RESPECT TO ANY OF THE
PROPERTIES OF SUCH GROUP MEMBER, FROM TIME TO TIME, UPON PRIOR NOTICE (IN THE
ABSENCE OF AN EVENT OF DEFAULT) AND AT SUCH REASONABLE TIMES DURING NORMAL
BUSINESS HOURS AND AS OFTEN AS MAY BE REASONABLY REQUESTED; PROVIDED, HOWEVER,
SO LONG AS NO DEFAULT IS CONTINUING, THE ADMINISTRATIVE AGENT SHALL NOT CONDUCT
FIELD EXAMINATIONS SO LONG AS AVAILABILITY EXCEEDS $25,000,000.
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 THAT IS REQUIRED BY ORDERS
AND DIRECTIVES OF ANY GOVERNMENTAL AUTHORITY) EXCEPT FOR FAILURES TO COMPLY THAT
WOULD NOT, IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
WITHOUT LIMITING
THE FOREGOING, IF AN EVENT OF DEFAULT IS CONTINUING OR IF THE