Common use of Books and Records; Inspection Rights Clause in Contracts

Books and Records; Inspection Rights. The Borrower shall keep proper books of records and accounts in which entries are made of dealings and transactions in relation to its business and activities. Such entries shall be true, correct and complete in all material respects. Subject to restrictions or limitations arising under applicable law and regulations, the Borrower shall permit one or more employees of the Issuing Lender and its representatives and advisors upon reasonable prior notice during the Borrower’s normal business hours and as does not unreasonably disrupt the business of the Borrower or its Affiliates to (i) inspect the books and records of the Borrower, (ii) discuss the affairs, finances and accounts of the Borrower with officers of the Borrower and (iii) discuss the affairs, finances and accounts of the Borrower with the Borrower’s independent accountants; provided, that the Issuing Lender shall not exercise such right more than once per calendar year unless an Event of Default shall have occurred and be continuing; provided, further, that the Borrower shall bear the expense of (a) one (1) such audit per calendar year by the Issuing Lender and (b) in the event an Event of Default shall have occurred and be continuing, all such audits conducted by the Issuing Lender; provided, further, that the foregoing shall not require the Borrower to disclose any information that it is prohibited from disclosing under applicable contractual confidentiality obligations to third parties, privacy or other applicable law, regulations or orders or that is subject to attorney-client privilege or attorney work product privilege; provided, further, that the Issuing Lender shall keep this and all such information provided under this Agreement confidential pursuant to Section 9.13.

Books and Records; Inspection Rights. The Borrower shall Each Loan Party will, and will cause each Restricted Subsidiary to, (i) keep proper books of records record and accounts account in which entries that are full, true and correct in all material respects in conformity with all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities. Such entries shall be true, correct activities and complete in all material respects. Subject to restrictions (ii) permit any representatives designated by the Administrative Agent or limitations arising under applicable law and regulations, the Borrower shall permit one or more any Lender (including employees of the Issuing Administrative Agent, such Lender or any consultants, accountants, lawyers, appraisers and its representatives and advisors field examiners retained by the Administrative Agent), upon reasonable prior notice during the Borrower’s normal business hours to visit and as does not unreasonably disrupt the business of the Borrower or inspect its Affiliates properties, to (i) inspect the examine and make extracts from its books and records of the Borrowerrecords, (ii) and to discuss the its affairs, finances and accounts condition with its officers and independent accountants, all at such reasonable times during normal business hours, and as often as reasonably requested (but in no event more than once each fiscal quarter of the Borrower with officers unless an Event of the Borrower Default has occurred and (iii) discuss the affairs, finances and accounts of the Borrower with the Borrower’s independent accountantsis continuing); provided, that the Issuing Lender Borrower shall not exercise such right be required to reimburse the Administrative Agent or any Lender for the cost of more than once per calendar year unless one such visit during any year, except during the occurrence and continuation of an Event of Default Default. The Loan Parties shall have occurred the right to have a representative present at any and all inspections. The Loan Parties acknowledge that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent and the Lenders. Notwithstanding anything to the contrary in this Section 5.06, neither the Borrower nor any other Loan Party will be continuingrequired to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable law or any binding agreement (not entered into in contemplation of any request for disclosure or otherwise to evade the disclosure requirements contained in this Section 5.06), or is subject to attorney client privilege or that constitutes attorney work product (in each case, as determined in good faith by legal counsel to any Loan Party and not in contemplation of any request for disclosure or otherwise to evade the disclosure requirements contained in this Section 5.06); provided, further, it being understood that the Borrower shall bear use its commercially reasonable efforts to communicate any requested information in a way that would not violate the expense of (a) one (1) such audit per calendar year by applicable law or agreement or waive the Issuing Lender and (b) in the event an Event of Default shall have occurred and be continuing, all such audits conducted by the Issuing Lender; provided, further, that the foregoing shall not require the Borrower to disclose any information that it is prohibited from disclosing under applicable contractual confidentiality obligations to third parties, privacy or other applicable law, regulations or orders or that is subject to attorney-client privilege or attorney work product privilege; provided, further, that the Issuing Lender shall keep this and all such information provided under this Agreement confidential pursuant to Section 9.13.

Books and Records; Inspection Rights. The Borrower shall Company will, and will cause each of its Subsidiaries (other than Immaterial Subsidiaries) to, keep proper books of records record and accounts account from which financial statements may be prepared in which entries are made accordance with GAAP and, in any event, consistent with the Company’s (or such Subsidiary’s, as the case may be) past practice or changes in such practice necessary to meet the requirements of dealings GAAP. The Company will, and transactions in relation will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon at least three (3) Business Days’ prior written notice, to visit and inspect its business properties, to examine and activities. Such entries shall be true, correct and complete in all material respects. Subject to restrictions or limitations arising under applicable law and regulations, the Borrower shall permit one or more employees of the Issuing Lender and make extracts from its representatives and advisors upon reasonable prior notice during the Borrower’s normal business hours and as does not unreasonably disrupt the business of the Borrower or its Affiliates to (i) inspect the books and records of the Borrowerrecords, (ii) and to discuss the its affairs, finances and accounts condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested, provided that, excluding any such visits and inspections during the continuation of an Event of Default, (a) only the Administrative Agent on behalf of the Borrower with officers of Lenders (or a Lender to the Borrower extent such visit or inspection is coordinated through the Administrative Agent) may exercise the rights under this Section 5.06, (b) the Administrative Agent and (iii) discuss the affairsLenders, finances and accounts of the Borrower with the Borrower’s independent accountants; providedcollectively, that the Issuing Lender shall not exercise such right rights more often than once per two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Company’s expense absent the existence of an Event of Default and (c) the Person exercising such rights shall attempt not to exercise such rights during the first thirty (30) days of any of the Company’s fiscal quarters. Notwithstanding anything to the contrary in this Section 5.06 or any other Loan Document, none of the Company or any Subsidiary shall be required to disclose, permit the inspection, examination or making of copies or abstracts of, or discussion of, any document, information or other matter (a) that constitutes non-financial trade secrets or non-financial proprietary information (in each case, unless an Event of Default shall have has occurred and is continuing, provided that, in such case, such information shall be continuingavailable to the Administrative Agent on behalf of the Lenders (or to any Lender to the extent such visit or inspection is coordinated through the Administrative Agent, provided that, in connection with such information, each such Lender shall be subject to customary “clean-room” restrictions that are reasonably satisfactory to each of the Administrative Agent and the Company)), (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any law or any binding contractual agreement or (c) is subject to attorney-client or similar privilege or constitutes attorney work product; provided, further, that the Borrower shall bear the expense of (a) one (1) such audit per calendar year by the Issuing Lender and (b) that in the event an Event of Default shall have occurred and be continuing, all such audits conducted by the Issuing Lender; provided, further, that the foregoing shall not require the Borrower to disclose any information is not provided in reliance on this provision, the Company shall provide notice to the Administrative Agent that it is prohibited from disclosing under applicable contractual confidentiality obligations to third parties, privacy or other applicable law, regulations or orders or that is subject to attorney-client privilege or attorney work product privilege; provided, further, that the Issuing Lender shall keep this and all such information provided under this Agreement confidential pursuant is being withheld and the Company shall use its commercially reasonable efforts to Section 9.13communicate, to the extent feasible, the applicable information in a way that would not violate the applicable agreement or risk waiver of such privilege.

Books and Records; Inspection Rights. The Borrower shall Each Loan Party will, and will cause each Subsidiary to, (i) keep proper books of records record and accounts account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Such entries shall be trueactivities and (ii) permit any representatives designated by the Administrative Agent (or following any Event of Default, correct and complete in all material respects. Subject to restrictions or limitations arising under applicable law and regulations, the Borrower shall permit one or more any Lender)(including employees of the Issuing Administrative Agent, such Lender or any consultants, accountants, lawyers, appraisers and its representatives and advisors field examiners retained by the Administrative Agent), upon reasonable prior notice during the Borrower’s normal business hours notice, to visit and as does not unreasonably disrupt the business of the Borrower or inspect its Affiliates properties, to (i) inspect the examine and make extracts from its books and records of the Borrowerrecords, (ii) and to discuss the its affairs, finances and accounts of the Borrower condition with its officers of the Borrower and (iii) discuss the affairs, finances and accounts of the Borrower with the Borrower’s independent accountants, all at such reasonable times and as often as reasonably requested; provided, that the Issuing Lender Borrower shall not exercise such right be required to reimburse the Administrative Agent or any Lender for the cost of more than once per calendar year unless one such visit during any year, except during the occurrence and continuation of an Event of Default shall have occurred Default. The Loan Parties acknowledge that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent and the Lenders. Notwithstanding anything to the contrary in this Section 5.06, neither the Borrower nor any other Loan Party will be continuingrequired to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable law or any binding agreement (not entered into in contemplation of any request for disclosure or otherwise to evade the disclosure requirements contained in this Section 5.06), or is subject to attorney client privilege or that constitutes attorney work product (in each case, as determined in good faith by legal counsel to any Loan Party and not in contemplation of any request for disclosure or otherwise to evade the disclosure requirements contained in this Section 5.06); provided, further, it being understood that the Borrower shall bear use its commercially reasonable efforts to communicate any requested information in a way that would not violate the expense of (a) one (1) such audit per calendar year by applicable law or agreement or waive the Issuing Lender and (b) in the event an Event of Default shall have occurred and be continuing, all such audits conducted by the Issuing Lender; provided, further, that the foregoing shall not require the Borrower to disclose any information that it is prohibited from disclosing under applicable contractual confidentiality obligations to third parties, privacy or other applicable law, regulations or orders or that is subject to attorney-client privilege or attorney work product privilege; provided, further, that the Issuing Lender shall keep this and all such information provided under this Agreement confidential pursuant to Section 9.13.

Books and Records; Inspection Rights. The Borrower shall will, and will cause each of its Restricted Subsidiaries to, keep proper books of records record and accounts account in which entries that are full, true and correct in all material respects are made of all material dealings and transactions in relation to its business and activities. Such entries shall be trueThe Borrower will, correct and complete in all material respects. Subject to restrictions or limitations arising under applicable law and regulationswill cause each of its Restricted Subsidiaries to, permit any representatives designated by the Borrower shall permit one or more employees Administrative Agent or, during the continuance of the Issuing Lender and its representatives and advisors an Event of Default, any Lender, upon reasonable prior notice during the Borrower’s normal business hours notice, to visit and as does not unreasonably disrupt the business of the Borrower or inspect its Affiliates properties, to (i) inspect the examine and make extracts from its books and records of the Borrowerrecords, (ii) and to discuss its affairs, finances and condition with its senior officers and use commercially reasonable efforts to make its independent accountants available to discuss the affairs, finances and accounts condition of the Borrower with officers Borrower, all at such reasonable times and as often as reasonably requested and in all cases subject to applicable Law and the terms of applicable confidentiality agreements; provided that (i) the Borrower Lenders will conduct such requests for visits and inspections through the Administrative Agent and (iiiii) discuss the affairs, finances and accounts of the Borrower with the Borrower’s independent accountants; provided, that the Issuing Lender shall not exercise such right more than once per calendar year unless an Event of Default shall have has occurred and be is continuing, such visits and inspections can occur no more frequently than once per year; provided, further, that none of the Borrower shall bear or any Restricted Subsidiary will be required to disclose, permit the expense of inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (ax) one that constitutes non-financial trade secrets or non-financial proprietary information, (1) such audit per calendar year by the Issuing Lender and (by) in respect of which disclosure to the event an Event of Default shall have occurred and be continuing, all such audits conducted by the Issuing Lender; provided, further, that the foregoing shall not require the Borrower to disclose Administrative Agent or any information that it Lender (or their respective representatives or contractors) is prohibited from disclosing under applicable contractual confidentiality obligations to third parties, privacy by Law or other applicable law, regulations any binding agreement or orders or (z) that is subject to attorney-client or similar privilege or constitutes attorney work product privilege; provided, further, that product. The Administrative Agent and the Issuing Lender Lenders shall keep this and all such information provided under this Agreement confidential pursuant give the Borrower the opportunity to Section 9.13participate in any discussions with the Borrower’s independent accountants.

Books and Records; Inspection Rights. The Borrower shall Each Loan Party will, and will cause each Subsidiary to, (a) keep proper books of records record and accounts account in which full, true and correct entries are made of all material dealings and transactions in relation to its business, and (b) permit any representatives designated by the Lender (including employees of the Lender or any consultants, accountants, lawyers, agents and appraisers retained by the Lender), upon reasonable prior notice and during the usual business hours, to visit and activities. Such entries shall be trueinspect its properties, correct conduct at the Borrower’s or such Subsidiary’s premises field examinations of such Person’s assets, liabilities, books and complete records, including examining and making extracts from its books and records (other than (i) materials protected by the attorney-client privilege, (ii) materials which the Borrower or such Subsidiary, as applicable, may not disclose without violation of a confidentiality obligation binding upon it or the disclosure of which is prohibited by law, or (iii) information that constitutes non-financial trade secrets or non-financial proprietary information that is not reasonably related to the actual or projected financial results or results of operations of the Borrower and its Subsidiaries; provided, that, if the Borrower or any Subsidiary withholds materials or information in all material respects. Subject to restrictions reliance on any of the foregoing clauses (i), (ii) or limitations arising under applicable law and regulations(iii), the Borrower shall permit one notify the Lender that materials or more employees of the Issuing Lender information are being withheld), and to discuss its representatives and advisors upon reasonable prior notice during the Borrower’s normal business hours and as does not unreasonably disrupt the business of the Borrower or its Affiliates to (i) inspect the books and records of the Borrower, (ii) discuss the affairs, finances and accounts of condition with its officers and independent accountants, all at the Borrower with officers expense of the Borrower and (iii) discuss the affairs, finances and accounts of the Borrower with the Borrower’s independent accountantsat such reasonable times; provided, that that, if no Event of Default has occurred and is continuing, the Issuing Lender shall not exercise such right conduct more than once per calendar year unless an Event of Default shall have occurred and be continuing; provided, further, one field examination in any twelve (12)-month period. The Loan Parties acknowledge that the Borrower shall bear Lender, after exercising its rights of inspection may prepare certain Reports pertaining to the expense of (a) one (1) such audit per calendar year Loan Parties’ assets for internal use by the Issuing Lender Lender. Such Reports shall be deemed “Information” and (b) in shall be subject to the event an Event of Default shall have occurred and be continuing, all such audits conducted by the Issuing Lender; provided, further, that the foregoing shall not require the Borrower to disclose any information that it is prohibited from disclosing under applicable contractual confidentiality obligations to third parties, privacy or other applicable law, regulations or orders or that is subject to attorney-client privilege or attorney work product privilege; provided, further, that the Issuing Lender shall keep this and all such information provided under this Agreement confidential pursuant to in Section 9.1310.07.

Books and Records; Inspection Rights. The Borrower shall and each Restricted Subsidiary will keep proper books of records record and accounts account in which full, true and correct entries are made of dealings and transactions in relation to its business and activities. Such entries shall be true, correct and complete accordance with GAAP in all material respects. Subject to restrictions or limitations arising under applicable law respects are made in respect of all financial transactions and regulations, matters involving the Borrower shall permit one or more employees of the Issuing Lender assets and its representatives and advisors upon reasonable prior notice during the Borrower’s normal business hours and as does not unreasonably disrupt the business of the Borrower or its Affiliates to such Restricted Subsidiary, as the case may be (i) inspect the it being understood and agreed that any foreign Restricted Subsidiaries may maintain books and records in a manner permitting financial statements to be prepared in conformity with generally accepted accounting principles that are applicable in their respective jurisdictions of organization). The Borrower and each Restricted Subsidiary will permit the Administrative Agent, on behalf of the BorrowerLenders, (ii) discuss at the affairs, finances and accounts expense of the Borrower with officers of Administrative Agent or the Borrower and (iii) discuss the affairs, finances and accounts of the Borrower with the Borrower’s independent accountants; provided, that the Issuing Lender shall not exercise such right more than once per calendar year Lenders unless an Event of Default shall have has occurred and be is continuing; provided, further, that the Borrower shall bear the expense of (a) one (1) to visit and inspect its financial records and properties and to make extracts from such audit per calendar year by the Issuing Lender financial records and (b) in to discuss its business affairs and financial condition with its officers and independent accountants (so long as a representative of the event Borrower is present, or the Borrower has consented to the absence of such a representative), all at such reasonable times during normal business hours and upon reasonable advance notice to the Borrower; provided that (i) unless an Event of Default shall have has occurred and be is continuing, all the Administrative Agent may not exercise such audits conducted by the Issuing Lender; provided, further, that the foregoing shall not require rights more often than once during any calendar year and (ii) neither the Borrower nor any Restricted Subsidiary shall be required to disclose provide any information (A) that it constitutes non-financial trade secrets or non-financial proprietary information, (B) in respect of which disclosure is prohibited from disclosing under by applicable law or by any contractual confidentiality obligations to third parties, privacy obligation or other applicable law, regulations or orders or (C) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product privilege; provided, further, that the Issuing Lender shall keep this and all such information provided under this Agreement confidential pursuant to Section 9.13product.

Books and Records; Inspection Rights. The Borrower shall Parent Guarantor will, and will cause each of its Material Subsidiaries and the Lessee to, keep proper books of records record and accounts account in which full, true and correct entries in conformity in all material respects with applicable law are made of all material financial dealings and transactions in relation to its business and activitiesactivities and, subject to Section 8(a)(ii), in form permitting financial statements conforming with GAAP or IFRS (as applicable) to be derived therefrom. Such entries shall be trueThe Parent Guarantor will, correct and complete will cause each of its Subsidiaries (including the Lessee) to, permit any representatives designated by the Lessor and/or Administrative Agent, 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 Responsible Officers and, provided that the Parent Guarantor or such Subsidiary is afforded the opportunity to participate in all material respects. Subject to restrictions or limitations arising under applicable law and regulationssuch discussion, the Borrower shall permit one or more employees of the Issuing Lender and its representatives and advisors upon independent accountants, in any such case, at reasonable prior notice times during the Borrower’s normal business hours and as does not unreasonably disrupt often as reasonably requested upon reasonable prior written notice to the business Parent Guarantor, and subject to reasonably requirements of the Borrower confidentiality, including requirements imposed by law or its Affiliates to (i) inspect the books and records of the Borrower, (ii) discuss the affairs, finances and accounts of the Borrower with officers of the Borrower and (iii) discuss the affairs, finances and accounts of the Borrower with the Borrower’s independent accountantsby contract; provided, provided that the Issuing Lender shall not exercise such right more than once per calendar year unless an so long as no Event of Default shall have has occurred and is continuing, none of the Guarantors or Lessee shall be continuing; providedrequired to reimburse the Lessor or Administrative Agent or any of their respective representatives for fees, furthercosts and expenses in connection with the Administrative Agent’s or the Lessor’s exercise of such rights set forth in this sentence more than one time total in any calendar year. The Parent Guarantor acknowledges that, subject to Section 15.14 of the Participation Agreement, the Administrative Agent or Lessor, after exercising its rights of inspection, may prepare and distribute to the Participants certain reports pertaining to the assets of the Parent Guarantor, Lessee and/or any Subsidiary for internal use by the Administrative Agent, the Lessor and the Lenders in connection with the transactions contemplated hereby. Notwithstanding anything to the contrary in this Section 8 or any other provision of any Operative Document, neither the Parent Guarantor nor any of its Subsidiaries will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any documents, information or other matter that the Borrower shall bear the expense of (a) one (1) such audit per calendar year by the Issuing Lender and constitutes non-financial trade secrets or non-financial proprietary information, (b2) in respect of which disclosure to the event an Event of Default shall have occurred and be continuing, all such audits conducted Administrative Agent or any Participant (or any designated representative) is then prohibited by the Issuing Lender; provided, further, that the foregoing shall not require the Borrower to disclose any information that it is prohibited from disclosing under applicable contractual confidentiality obligations to third parties, privacy or other applicable law, regulations rule or orders regulation or that any agreement binding on the Parent Guarantor or any of its Subsidiaries or (3) is subject to attorney-client or similar privilege or constitutes attorney work product privilege; provided, further, that the Issuing Lender shall keep this and all such information provided under this Agreement confidential pursuant to Section 9.13work-product.

Books and Records; Inspection Rights. The Each of Holdings and the Borrower shall will, and will cause each of its Subsidiaries to, (a) keep proper books of records record and accounts account in which full, true and correct entries in accordance in all material respects with GAAP are made of all dealings and transactions in relation to its business and activities. Such entries shall be trueactivities and (b) permit any representatives designated by the Lenders, correct upon reasonable prior notice, to visit and complete in all material respects. Subject inspect its properties, to restrictions or limitations arising under applicable law examine and regulationsmake extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accounting firm (provided that a representative of the Borrower shall permit one or more employees be entitled to attend any such meetings with such independent public accountants), all at the reasonable expense of the Issuing Lender and its representatives and advisors upon reasonable prior notice during the Borrower’s normal business hours and as Borrower in a manner that does not unreasonably disrupt the operation of the business of the Borrower or Holdings and its Affiliates to Subsidiaries and at such reasonable times during normal business hours as are mutually agreed and as often as reasonably requested; provided, however, that (i) inspect the books any such visit or inspection shall be conducted in compliance with any applicable health, safety and records of the Borrowersecurity protocol and shall be subject to Section 10.15, (ii) discuss the affairs, finances and accounts of the Borrower with officers of the Borrower and (iii) discuss the affairs, finances and accounts of the Borrower with the Borrower’s independent accountants; provided, that the Issuing Lender shall not exercise such right more than once per calendar year unless an Event of Default shall have has occurred and be is continuing, the Lenders may exercise rights under this Section no more than two times in any calendar year and (iii) during the existence of an Event of Default, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice; provided, further, that, notwithstanding anything to the contrary herein, neither Holdings nor any Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (w) that the Borrower shall bear the expense constitutes non-financial trade secrets or non-financial proprietary information of Holdings and its Subsidiaries and/or any of its customers and/or suppliers, (a) one (1) such audit per calendar year by the Issuing Lender and (bx) in respect of which disclosure to the event an Event Administrative Agent or any Lender (or any of Default shall have occurred and be continuing, all such audits conducted by the Issuing Lender; provided, further, that the foregoing shall not require the Borrower to disclose any information that it their respective representatives or agents) is prohibited from disclosing under applicable contractual confidentiality obligations to third partiesby Applicable Law, privacy or other applicable law, regulations or orders or (y) that is subject to attorney-client or similar privilege or attorney work product privilege; provided(z) in respect of which Holdings or any Subsidiary owes confidentiality obligations to any third party (so long as such obligations were not incurred in contemplation of preventing such disclosure, furtherinspection, examination or copying hereunder, and it being understood that (1) Holdings or any such Subsidiary shall inform the Issuing Lender shall keep this Administrative Agent of the existence and all nature of the confidential records, documents or other information not being provided and, (2) following a reasonable request from the Administrative Agent (at the direction of the Required Lenders), use commercially reasonable efforts to request consent from an applicable contractual counterparty to disclose such information provided under this Agreement confidential pursuant (but shall not be required to Section 9.13incur any material cost or expense or pay any consideration of any type to such party in order to obtain such consent)).

Books and Records; Inspection Rights. The Borrower shall and each Restricted Subsidiary will keep proper books of records record and accounts account in which full, true and correct entries are made of dealings and transactions in relation to its business and activities. Such entries shall be true, correct and complete accordance with GAAP in all material respects. Subject to restrictions or limitations arising under applicable law respects are made in respect of all financial transactions and regulations, matters involving the Borrower shall permit one or more employees of the Issuing Lender assets and its representatives and advisors upon reasonable prior notice during the Borrower’s normal business hours and as does not unreasonably disrupt the business of the Borrower or its Affiliates to such Restricted Subsidiary, as the case may be (i) inspect the it being understood and agreed that any foreign Restricted Subsidiaries may maintain books and records in a manner permitting financial statements to be prepared in conformity with generally accepted accounting principles that are applicable in their respective jurisdictions of organization). The Borrower and each Restricted Subsidiary will permit the Paying Agent, on behalf of the BorrowerLenders, (ii) discuss at the affairs, finances and accounts expense of the Borrower with officers of Paying Agent or the Borrower and (iii) discuss the affairs, finances and accounts of the Borrower with the Borrower’s independent accountants; provided, that the Issuing Lender shall not exercise such right more than once per calendar year Lenders unless an Event of Default shall have has occurred and be is continuing; provided, further, that the Borrower shall bear the expense of (a) one (1) to visit and inspect its financial records and properties and to make extracts from such audit per calendar year by the Issuing Lender financial records and (b) in to discuss its business affairs and financial condition with its officers and independent accountants (so long as a representative of the event Borrower is present, or the Borrower has consented to the absence of such a representative), all at such reasonable times during normal business hours and upon reasonable advance notice to the Borrower; provided that (i) unless an Event of Default shall have has occurred and be is continuing, all the Paying Agent may not exercise such audits conducted by the Issuing Lender; provided, further, that the foregoing shall not require rights more often than once during any calendar year and (ii) neither the Borrower nor any Restricted Subsidiary shall be required to disclose provide any information (A) that it constitutes non-financial trade secrets or non-financial proprietary information, (B) in respect of which disclosure is prohibited from disclosing under by applicable law or by any contractual confidentiality obligations to third parties, privacy obligation or other applicable law, regulations or orders or (C) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product privilege; provided, further, that the Issuing Lender shall keep this and all such information provided under this Agreement confidential pursuant to Section 9.13product.

Books and Records; Inspection Rights. The Borrower shall Company will, and will cause each of its Subsidiaries to, keep proper books of records record and accounts account in which entries true and correct in all material respects are made of all material financial dealings and transactions in relation to its business and activitiesactivities and, subject to Section 5.01, in form permitting financial statements conforming with GAAP to be derived therefrom. Such entries shall be trueThe Company will, correct and complete in all material respects. Subject to restrictions or limitations arising under applicable law will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent, at reasonable times and regulations, the Borrower shall permit one or more employees of the Issuing Lender and its representatives and advisors upon reasonable prior notice during the Borrower’s normal business hours notice, to visit and as does not unreasonably disrupt the business of the Borrower or inspect its Affiliates properties, to (i) inspect the examine and make extracts from its books and records of the Borrowerrecords, (ii) and to discuss the its affairs, finances and accounts of condition with its officers and, provided that the Borrower with officers of Company or such Subsidiary is afforded the Borrower and (iii) discuss the affairsopportunity to participate in such discussions, finances and accounts of the Borrower with the Borrower’s its independent accountants, all at such reasonable times and as often as reasonably requested; provided, that the Issuing Lender however, in no event shall not exercise such right visitations, inspections or examinations occur more frequently than once per calendar year unless an so long as no Event of Default shall have has occurred and be is continuing; provided, further, . The Company acknowledges that the Borrower shall bear Administrative Agent, after exercising its rights of inspection, may, subject to Section 9.12, prepare and distribute to the expense of (a) one (1) such audit per calendar year Lenders certain reports pertaining to the Company and its Subsidiaries’ assets for internal use by the Issuing Lender Administrative Agent and the Lenders. Notwithstanding anything to the contrary in this Section 5.06, neither the Company nor any of its Subsidiaries will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any documents, information or other matter that (bi) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the event an Event Administrative Agent (or any designated representative) is then prohibited by law or any agreement binding on the Company or any of Default shall have occurred and be continuing, all such audits conducted by the Issuing Lender; provided, further, that the foregoing shall not require the Borrower to disclose any information that it is prohibited from disclosing under applicable contractual confidentiality obligations to third parties, privacy its Subsidiaries or other applicable law, regulations or orders or that (iii) is subject to attorney-client or similar privilege or constitutes attorney work product privilege; provided, further, that the Issuing Lender shall keep this and all such information provided under this Agreement confidential pursuant to Section 9.13work-product.

Books and Records; Inspection Rights. The Borrower shall (a). Each Loan Party will, and will cause each Subsidiary to, (a) keep proper books of records record and accounts account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Such entries shall be true, correct activities and complete in all material respects. Subject to restrictions (b) permit any representatives designated by the Administrative Agent or limitations arising under applicable law and regulations, the Borrower shall permit one or more any Lender (including employees of the Issuing Administrative Agent, any Lender or any consultants, accountants, lawyers, agents and its representatives and advisors appraisers retained by the Administrative Agent), upon reasonable prior notice during the Borrower’s normal business hours and as does not unreasonably disrupt without unreasonable disruption to the business of the Borrower or Loan Parties, to visit and inspect its Affiliates properties, to (i) inspect the examine and make extracts from its books and records of the Borrowerrecords, (ii) and to discuss the its affairs, finances and accounts of the Borrower condition with its officers of the Borrower and (iii) discuss the affairs, finances and accounts of the Borrower with the Borrower’s independent accountants, all at such reasonable times and as often as reasonably requested; providedprovided that, that notwithstanding anything herein to the Issuing Lender shall not exercise such right more than once per calendar year contrary, unless an Event of Default shall have has occurred and is continuing, the Loan Parties shall not be continuing; providedrequired to reimburse the Administrative Agent for more than two (2) such visits and inspections per calendar year. In addition to the foregoing, furtherthe Administrative Agent may from time to time conduct at such Loan Party’s premises Field Exams of such Loan Party’s assets, that liabilities, books and records, including examining and making extracts from its books and records. The Loan Parties shall be responsible for the Borrower shall bear the expense costs of (a) expenses of one (1) such audit per calendar year by Field Exam during any 12-month period; provided, however, that notwithstanding the Issuing Lender foregoing limitation, at any time on or after the date on which Availability has been less than the greater of 15% of the Line Cap and $15,000,000 for three (b3) in consecutive Business Days, the event Administrative Agent may carry out, at the Loan Parties’ expense, two (2) Field Exams during the following twelve (12) consecutive months. Additionally, there shall be no limitation on the number or frequency of Field Exams if an Event of Default shall have has occurred and be is continuing, all such audits and the Loan Parties shall be responsible for the costs and expenses of any Field Exams conducted while an Event of Default has occurred and is continuing. Each Loan Party acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to each Loan Party’s assets for internal use by the Issuing Lender; provided, further, that Administrative Agent and the foregoing shall not require the Borrower to disclose any information that it is prohibited from disclosing under applicable contractual confidentiality obligations to third parties, privacy or other applicable law, regulations or orders or that is subject to attorney-client privilege or attorney work product privilege; provided, further, that the Issuing Lender shall keep this and all such information provided under this Agreement confidential pursuant to Section 9.13Lenders.

Books and Records; Inspection Rights. (a) The Borrower shall, and shall cause each Subsidiary to, keep proper books of records record and accounts account in which full, true and correct entries in conformity with GAAP consistently applied are made of all dealings and transactions in relation to its assets, business and activities. (b) The Borrower shall, and shall cause each Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, 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 during normal business hours upon reasonable advance notice to the Borrower; provided, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice. Such entries All such inspections or audits by the Administrative Agent shall be true, correct and complete in all material respects. Subject to restrictions or limitations arising under applicable law and regulationsat the Borrower’s expense; provided that so long as no Event of Default exists, the Borrower shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each fiscal year. Notwithstanding the foregoing, neither the Borrower not its Subsidiaries shall be required to disclose or discuss, or permit one the inspection, examination or more employees making of extracts of, any document, book, record or other matter, that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Issuing Administrative Agent, such Lender and its or other representatives and advisors upon reasonable prior notice during the Borrower’s normal business hours and as does not unreasonably disrupt the business of is then prohibited by Applicable Law or any agreement binding on the Borrower or its Affiliates to (i) inspect the books and records of the Borrower, (ii) discuss the affairs, finances and accounts of the Borrower with officers of the Borrower and Subsidiaries or (iii) discuss the affairs, finances and accounts of the Borrower with the Borrower’s independent accountants; provided, that the Issuing Lender shall not exercise such right more than once per calendar year unless an Event of Default shall have occurred and be continuing; provided, further, that the Borrower shall bear the expense of (a) one (1) such audit per calendar year is protected from disclosure by the Issuing Lender and (b) in the event an Event of Default shall have occurred and be continuing, all such audits conducted by the Issuing Lender; provided, further, that the foregoing shall not require the Borrower to disclose any information that it is prohibited from disclosing under applicable contractual confidentiality obligations to third parties, privacy or other applicable law, regulations or orders or that is subject to attorney-client privilege or the attorney work product privilege; provided, further, that the Issuing Lender shall keep this and all such information provided under this Agreement confidential pursuant to Section 9.13.

Books and Records; Inspection Rights. The Each Borrower shall will, and will cause each Subsidiary to, keep proper books of records record and accounts account in which entries full, true and correct entries, in all material respects, are made of all dealings and transactions in relation to its business and activities. Such entries shall be trueEach Borrower will, correct and complete in all material respects. Subject to restrictions or limitations arising under applicable law and regulationswill cause each Subsidiary to, the Borrower shall permit one or more employees within five (5) Business Days of delivery of the Issuing Lender and its notice referred to below, permit representatives and advisors upon independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and, to the extent the Borrowers are provided prior written notice and the opportunity to participate in such discussion, independent public accountants, all at such reasonable prior notice times during the Borrower’s normal business hours and as does not unreasonably disrupt the business of the Borrower or its Affiliates often as may be reasonably desired, upon reasonable advance notice to (i) inspect the books and records of the Borrower, (ii) discuss the affairs, finances and accounts of the Borrower with officers of the Borrower and (iii) discuss the affairs, finances and accounts of the Borrower with the Borrower’s independent accountants; provided, however, that the Issuing Lender shall not exercise such right more than once per calendar year unless an Event of Default shall have has occurred and is continuing at the time such inspection commences, (a) the Borrower shall not be continuingrequired to pay expenses relating to more than one inspection by the Administrative Agent in any twelve consecutive calendar months and (b) the Borrower shall not be required to pay the expenses of any Lender for any inspection; provided, further, that the Borrower shall bear the expense of (a) one (1) such audit per calendar year by the Issuing Lender and (b) in the event when an Event of Default shall have occurred exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours, without advance notice and be continuingwithout limitation as to frequency. The Loan Parties acknowledge that the Administrative Agent, all such audits conducted after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ assets for internal use by the Issuing Lender; provided, further, that Administrative Agent and the foregoing shall not require the Borrower to disclose any information that it is prohibited from disclosing under applicable contractual confidentiality obligations to third parties, privacy or other applicable law, regulations or orders or that is subject to attorney-client privilege or attorney work product privilege; provided, further, that the Issuing Lender shall keep this and all such information provided under this Agreement confidential pursuant to Section 9.13Lenders.

Books and Records; Inspection Rights. The Borrower shall Parent Guarantor will, and will cause each of its Material Subsidiaries and the Lessee to, keep proper books of records record and accounts account in which full, true and correct entries in conformity in all material respects with applicable law are made of all material financial dealings and transactions in relation to its business and activitiesactivities and, subject to Section 8(a)(ii), in form permitting financial statements conforming with GAAP or IFRS (as applicable) to be derived therefrom. Such entries shall be trueThe Parent Guarantor will, correct and complete will cause each of its Subsidiaries (including the Lessee) to, permit any representatives designated by the Lessor and/or Administrative Agent, 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 Responsible Officers and, provided that the Parent Guarantor or such Subsidiary is afforded the opportunity to participate in all material respects. Subject to restrictions or limitations arising under applicable law and regulationssuch discussion, the Borrower shall permit one or more employees of the Issuing Lender and its representatives and advisors upon independent accountants, in any such case, at reasonable prior notice times during the Borrower’s normal business hours and as does not unreasonably disrupt often as reasonably requested upon reasonable prior written notice to the business Parent Guarantor, and subject to reasonably requirements of the Borrower confidentiality, including requirements imposed by law or its Affiliates to (i) inspect the books and records of the Borrower, (ii) discuss the affairs, finances and accounts of the Borrower with officers of the Borrower and (iii) discuss the affairs, finances and accounts of the Borrower with the Borrower’s independent accountantsby contract; provided, provided that the Issuing Lender shall not exercise such right more than once per calendar year unless an so long as no Event of Default shall have has occurred and is continuing, none of the Guarantors or Lessee shall be continuing; providedrequired to reimburse the Lessor or Administrative Agent or any of their respective representatives for fees, furthercosts and expenses in connection with the Administrative Agent’s or the Lessor’s exercise of such rights set forth in this sentence more than one time total in any calendar year. The Parent Guarantor acknowledges that, subject to Section 15.14 of the Participation Agreement, the Administrative Agent or Lessor, after exercising its rights of inspection, may prepare and distribute to the Participants certain reports pertaining to the assets of the Parent Guarantor, Lessee and/or any Subsidiary for internal use by the Administrative Agent, the Lessor and the Rent Assignees in connection with the transactions contemplated hereby. Notwithstanding anything to the contrary in this Section 8 or any other provision of any Operative Document, neither the Parent Guarantor nor any of its Subsidiaries will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any documents, information or other matter that the Borrower shall bear the expense of (a) one (1) such audit per calendar year by the Issuing Lender and constitutes non-financial trade secrets or non-financial proprietary information, (b2) in respect of which disclosure to the event an Event of Default shall have occurred and be continuing, all such audits conducted Administrative Agent or any Participant (or any designated representative) is then prohibited by the Issuing Lender; provided, further, that the foregoing shall not require the Borrower to disclose any information that it is prohibited from disclosing under applicable contractual confidentiality obligations to third parties, privacy or other applicable law, regulations rule or orders regulation or that any agreement binding on the Parent Guarantor or any of its Subsidiaries or (3) is subject to attorney-client or similar privilege or constitutes attorney work product privilege; provided, further, that the Issuing Lender shall keep this and all such information provided under this Agreement confidential pursuant to Section 9.13work-product.

Books and Records; Inspection Rights. The Borrower shall Each Loan Party will, and will cause each Subsidiary to, (i) keep proper books of records record and accounts account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Such entries shall be true, correct activities and complete in all material respects. Subject to restrictions or limitations arising under applicable law and regulations, (ii) permit any representatives designated by the Borrower shall permit one or more Lender (including employees of the Issuing Lender Lender, or any consultants, accountants, lawyers, agents and its representatives and advisors appraisers retained by the Lender, upon reasonable prior notice during notice, to visit and inspect its properties, to conduct at the BorrowerLoan Party’s normal business hours and as does not unreasonably disrupt the business premises, field examinations of the Borrower or its Affiliates to (i) inspect the Loan Party’s assets, liabilities, books and records of the Borrowerrecords, (ii) including examining and making extracts from its books and records, environmental assessment reports and Phase I or Phase II studies, and to discuss the its affairs, finances and accounts of the Borrower condition with its officers of the Borrower and (iii) discuss the affairs, finances and accounts of the Borrower with the Borrower’s independent accountants, all at such reasonable times and as often as reasonably requested; provided, that that, (A) from and after the Issuing effective date of Amendment No. 2 and continuing until the Initial FCCR Compliance Date and so long as no Default or Event of Default has occurred, the Lender shall not exercise such right conduct no more than once three (3) such field examinations per calendar year unless at the Loan Parties’ expense, (B) from and after the Initial FCCR Compliance Date and so long as no Default or Event of Default has occurred, the Lender shall conduct no more than two (2) such field examinations per year at the Loan Parties’ expense, and (C) from and after the occurrence of a Default or an Event of Default Default, there shall have occurred be no limitation on the number or frequency of such field examinations at the Loan Parties’ sole cost and be continuing; provided, further, expense. The Loan Parties acknowledge that the Borrower shall bear Lender, after exercising its rights of inspection, may prepare certain Reports pertaining to the expense of (a) one (1) such audit per calendar year Loan Parties’ assets for internal use by the Issuing Lender and Lender. (bf) in the event an Event of Default shall have occurred and be continuing, all such audits conducted by the Issuing Lender; provided, further, that the foregoing shall not require the Borrower to disclose any information that it is prohibited from disclosing under applicable contractual confidentiality obligations to third parties, privacy or other applicable law, regulations or orders or that is subject to attorney-client privilege or attorney work product privilege; provided, further, that the Issuing Lender shall keep this and all such information provided under this Agreement confidential pursuant to Section 9.13.6.13

Books and Records; Inspection Rights. The Borrower shall Company will, and will cause each of its Subsidiaries (other than Immaterial Subsidiaries) to, keep proper books of records record and accounts account from which financial statements may be prepared in which entries are made accordance with GAAP and, in any event, consistent with the Company’s (or such Subsidiary’s, as the case may be) past practice or changes in such practice necessary to meet the requirements of dealings GAAP. The Company will, and transactions in relation will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon at least three (3) Business Days’ prior written notice, to visit and inspect its business properties, to examine and activities. Such entries shall be true, correct and complete in all material respects. Subject to restrictions or limitations arising under applicable law and regulations, the Borrower shall permit one or more employees of the Issuing Lender and make extracts from its representatives and advisors upon reasonable prior notice during the Borrower’s normal business hours and as does not unreasonably disrupt the business of the Borrower or its Affiliates to (i) inspect the books and records of the Borrowerrecords, (ii) and to discuss the its affairs, finances and accounts condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested, provided that, excluding any such visits and inspections during the continuation of an Event of Default, (a) only the Administrative Agent on behalf of the Borrower with officers of Lenders (or a Lender to the Borrower extent such visit or inspection is coordinated through the Administrative Agent) may exercise the rights under this Section 5.06, (b) the Administrative Agent and (iii) discuss the affairsLenders, finances and accounts of the Borrower with the Borrower’s independent accountants; providedcollectively, that the Issuing Lender shall not exercise such right rights more often than once per two times during any calendar year absent the 106 existence of an Event of Default and only one such time shall be at the Company’s expense absent the existence of an Event of Default and (c) the Person exercising such rights shall attempt not to exercise such rights during the first thirty (30) days of any of the Company’s fiscal quarters. Notwithstanding anything to the contrary in this Section 5.06 or any other Loan Document, none of the Company or any Subsidiary shall be required to disclose, permit the inspection, examination or making of copies or abstracts of, or discussion of, any document, information or other matter (a) that constitutes non-financial trade secrets or non-financial proprietary information (in each case, unless an Event of Default shall have has occurred and is continuing, provided that, in such case, such information shall be continuingavailable to the Administrative Agent on behalf of the Lenders (or to any Lender to the extent such visit or inspection is coordinated through the Administrative Agent, provided that, in connection with such information, each such Lender shall be subject to customary “clean-room” restrictions that are reasonably satisfactory to each of the Administrative Agent and the Company)), (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any law or any binding contractual agreement or (c) is subject to attorney-client or similar privilege or constitutes attorney work product; provided, further, that the Borrower shall bear the expense of (a) one (1) such audit per calendar year by the Issuing Lender and (b) that in the event an Event of Default shall have occurred and be continuing, all such audits conducted by the Issuing Lender; provided, further, that the foregoing shall not require the Borrower to disclose any information is not provided in reliance on this provision, the Company shall provide notice to the Administrative Agent that it is prohibited from disclosing under applicable contractual confidentiality obligations to third parties, privacy or other applicable law, regulations or orders or that is subject to attorney-client privilege or attorney work product privilege; provided, further, that the Issuing Lender shall keep this and all such information provided under this Agreement confidential pursuant is being withheld and the Company shall use its commercially reasonable efforts to Section 9.13communicate, to the extent feasible, the applicable information in a way that would not violate the applicable agreement or risk waiver of such privilege.

Books and Records; Inspection Rights. The Borrower shall Borrowers will, and will cause each Subsidiary to, keep proper books of records record in accordance with GAAP and accounts account in which full, true and correct entries (in all material respects) are made of all dealings and transactions in relation to its business and activitiesactivities (subject to customary closing processes and entries for accounting months not yet closed). Such entries shall be trueThe Borrowers will, correct and complete in all material respects. Subject to restrictions or limitations arising under applicable law and regulationswill cause each Subsidiary to, permit any representatives designated by the Borrower shall permit one or more employees of the Issuing Lender and its representatives and advisors Lender, upon reasonable prior notice 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 during the Borrower’s normal business hours and as does not unreasonably disrupt the business of the Borrower or its Affiliates to (i) inspect the books often as reasonably requested on an individual and records of the Borrower, (ii) discuss the affairs, finances and accounts of the Borrower with officers of the Borrower and (iii) discuss the affairs, finances and accounts of the Borrower with the Borrower’s independent accountantsaggregate basis; provided, that excluding any such visits and inspections during the Issuing continuation of an Event of Default, the Lender shall not exercise such right rights more often than once one (1) time during any calendar year and only one (1) such time per calendar year shall be at the Borrowers’ joint and several expense unless an Event of Default shall have has occurred and be is continuing; provided, provided further, that the Borrower shall bear the expense of (a) one (1) such audit per calendar year by the Issuing Lender and (b) in the event when an Event of Default shall have has occurred and be is continuing, all such audits conducted by Lender (or any of its representatives or independent contractors) may do any of the Issuing Lender; providedforegoing, furtherduring normal business hours and upon reasonable advance notice, including discussions with the Borrowers’ independent accountants. Lender shall give the Borrowers the opportunity to participate in any discussions with the Borrowers’ independent public accountant(s). Notwithstanding anything to the contrary in this Section 8.08, none of the Borrowers nor any Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the foregoing shall not require the Borrower to disclose any information that it Lender (or its respective representatives or contractors) is prohibited from disclosing under by any applicable contractual confidentiality obligations to third parties, privacy law or other applicable law, regulations any binding agreement or orders or that (iii) is subject to attorney-client or similar privilege or constitutes attorney work product privilege; provided, further, that the Issuing Lender shall keep this and all such information provided under this Agreement confidential pursuant to Section 9.13work-product.

Books and Records; Inspection Rights. The Borrower shall Each Loan Party will, and will cause each Restricted Subsidiary to, (i) keep proper books of records record and accounts account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Such entries shall be true, correct activities and complete in all material respects. Subject to restrictions (ii) permit any representatives designated by the Administrative Agent or limitations arising under applicable law and regulations, the Borrower shall permit one or more any Lead Arranger (including employees of the Issuing Lender Administrative Agent, any Lead Arranger or any consultants, accountants, lawyers and its representatives and advisors appraisers retained by the Administrative Agent), upon reasonable prior notice during the Borrower’s normal business hours notice, to visit and as does not unreasonably disrupt the business of the Borrower or inspect its Affiliates properties, to (i) inspect the examine and make extracts from its books and records of the Borrowerrecords, (ii) and to discuss the its affairs, finances and accounts of the Borrower condition with its officers of the Borrower and (iii) discuss the affairs, finances and accounts of the Borrower with the Borrower’s independent accountants, all at such reasonable times and as often as reasonably requested. The Borrowers shall reimburse the Administrative Agent and/or its representatives for all reasonable charges, costs and expenses related thereto with respect to no more than one such inspection during each calendar year; provided, however, that if Availability is less than the Issuing Lender greater of (a) $43,750,000 or (b) 17.5% of the Commitments at any time, the Borrowers shall not exercise reimburse the Administrative Agent and/or its representatives for all reasonable charges, costs and expenses related to a second such right more than once per inspection during such calendar year unless an year; and provided, further, that there shall be no limitation on the number or frequency of inspections that shall be at the sole expense of the Borrowers if any Event of Default shall have occurred and be continuing; provided. The limits set forth in the foregoing sentence on the number of inspections required to be reimbursed by the Borrowers shall not apply to, furtheror include, any inspections conducted pursuant to clause (j) of the definition of “Permitted Acquisition”. The Loan Parties acknowledge that the Borrower shall bear Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the expense of (a) one (1) such audit per calendar year Lenders certain Reports pertaining to the Loan Parties’ assets for internal use by the Issuing Lender Administrative Agent and (b) in the event an Event of Default shall have occurred and be continuing, all such audits conducted by the Issuing Lender; provided, further, that the foregoing shall not require the Borrower to disclose any information that it is prohibited from disclosing under applicable contractual confidentiality obligations to third parties, privacy or other applicable law, regulations or orders or that is subject to attorney-client privilege or attorney work product privilege; provided, further, that the Issuing Lender shall keep this and all such information provided under this Agreement confidential pursuant to Section 9.13Lenders.

Books and Records; Inspection Rights. The Borrower shall will, and will cause each Restricted Subsidiary to, keep proper books of records record and accounts account in which full, true and correct entries are made of dealings and transactions in relation to its business and activities. Such entries conformity with GAAP consistently applied shall be true, correct made for all financial transactions and complete in all material respects. Subject to restrictions or limitations arising under applicable law matters involving the assets and regulations, business of the Borrower shall permit one or more employees of the Issuing Lender and its Restricted Subsidiaries. The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives and advisors designated by the Administrative Agent or any Lender, upon reasonable prior notice notice, to visit and inspect its Properties, to examine and make extracts from its books and records (in each case, subject to compliance with reasonable confidentiality agreements and requirements and applicable copyright laws), and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during the Borrower’s normal business hours and as does not unreasonably disrupt the business of the Borrower or its Affiliates to often as reasonably requested (i) inspect the books and records of the Borrowerbut, (ii) discuss the affairs, finances and accounts of the Borrower with officers of the Borrower and (iii) discuss the affairs, finances and accounts of the Borrower with the Borrower’s independent accountants; provided, that the Issuing Lender shall not exercise such right more than once per calendar year unless an Event of Default shall have occurred and be continuingexists, no more frequently than once during any calendar year at the expense of the Borrower), upon reasonable advance notice to the Borrower; provided, furtherhowever, that the Borrower shall bear the expense of (ai) one (1) such audit per calendar year by the Issuing Lender and (b) in the event unless an Event of Default shall have occurred exists, only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and be continuingLenders under this Section 8.07 and (ii) if an Event of Default exists, all such audits conducted by the Issuing Lender; provided, further, that Administrative Agent or any Lender may do any of the foregoing shall not require at the expense of the Borrower at any time during normal business hours without advance notice. Notwithstanding anything to disclose the contrary in this Section 8.07 or Section 8.01(n), neither the Borrower nor any Restricted Subsidiary will be required to disclose, permit the inspection, examination or making copies and abstracts of, or discuss any document, information or other matter (x) that it constitutes non-financial trade secrets or non-financial proprietary information, (y) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited from disclosing under applicable contractual confidentiality obligations to third parties, privacy by any Governmental Requirements or other applicable law, regulations any binding agreement or orders or (z) that is subject to attorney-client privilege or constitutes attorney work product privilege; provided, further, that the Issuing Lender shall keep this and all such information provided under this Agreement confidential pursuant to Section 9.13product.