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

Books and Records; Inspection Rights. (a) The Parent shall, and shall cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Parent shall, and shall cause each of its Subsidiaries 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 and as often as reasonably requested; provided, however, that when a 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 Parent at any time during normal business hours and without advance notice. All such inspections or audits by the Administrative Agent shall be at the Parent’s expense; provided that so long as no Default exists, the Parent shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6.

Books and Records; Inspection Rights. Each Loan Party will, and will cause each Subsidiary to, (a) The Parent shall, and shall cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct complete entries are in all material respects in accordance with GAAP will be made reflecting all of all dealings its and transactions in relation to its Subsidiaries business and activities. The Parent shallfinancial transactions, and shall cause each of its Subsidiaries to, (b) permit any representatives designated by the Administrative Agent on behalf of the Lenders (including employees of the Administrative Agent, any Lender or any Lenderconsultants, accountants, lawyers, agents and appraisers retained by the Administrative Agent, in each case, who have signed a non-disclosure agreement in form and substance reasonably satisfactory to the Borrower, and, in all cases, excluding Excluded Persons), upon reasonable prior written notice, to visit and inspect its properties, to examine and make extracts copies from its books and records, and including to discuss its affairs, finances and condition with its officers and independent accountantsofficers, all at such reasonable times during Borrower’s normal business hours and as often as reasonably requested. 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. In the absence of a continuing Event of Default only one such examination in any period of 12 consecutive calendar months shall be conducted (as coordinated by the Administrative Agent) and shall be at the Borrower’s expense, and during the continuance of an Event of Default all such examinations shall be at the Borrower’s expense (and may occur with greater frequency); provided, howeverthat any and all expenses incurred by a Lender pursuant to this Section shall be solely at such Lender’s expense and Borrower shall have no obligation to reimburse any such Lender’s expenses. Notwithstanding anything to the contrary in this Section, that when a Default exists none of the Borrower or any Subsidiary will be required to disclose, permit the inspection, examination or making copies of abstracts of, or discussion of, any document, information or other matter (i) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or contractors) may do is prohibited by any of the foregoing at the expense of the Parent at law or by any time during normal business hours and without advance notice. All such inspections binding agreement or audits by the Administrative Agent shall be at the Parent’s expense; provided (ii) that so long as no Default exists, the Parent shall not be required is subject to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such or constitutes attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6work product.

Books and Records; Inspection Rights. (a) The Parent shallBorrower will, and shall will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries in accordance with GAAP are made of all dealings and transactions in relation to its business and activities. The Parent shallBorrower will, and shall will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, including, without limitation, the Collateral, 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, however, that when a 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 Parent at any time during normal business hours and without advance notice. All such inspections or audits by the Administrative Agent Borrower shall be at the Parent’s expense; provided that so long as no Default exists, the Parent shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status advance notice of the litigation set forth all surveys and regulatory inspections in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as order that the Administrative Agent or its agent may observe and participate. All records, computer tapes, discs and other data storage devices, ledger sheets, correspondence, invoices, delivery receipts, documents and instruments relating to the Collateral shall reasonably determine also constitute Collateral and, unless and until delivered to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at or the reasonable request of Lenders, shall be kept by Borrower, without cost to Lenders, in appropriate containers and in safe places, and if the Administrative Agent (which requests or the Lenders should so request, shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require bear suitable legends identifying them as being under any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise dominion and control. The Administrative Agent and the Lenders shall at all reasonable times have full access to and the right to audit any and all of Borrower’s books, computer tapes, discs and other data storage devices and records, including, but not limited to, books and records pertaining to the Collateral and including all files and correspondence with creditors and customers, and to confirm and verify the value and collectibility of the Collateral and to do whatever else the Administrative Agent or the Lenders reasonably may deem necessary to protect its rights pursuant to this Section 5.6interests.

Books and Records; Inspection Rights. (a) The Parent shallGuarantor will, and shall will cause each of its Material Subsidiaries and the Lessee to, keep proper books of record and 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. The Parent shallGuarantor will, and shall will cause each of its Subsidiaries (including the Lessee) to, permit any representatives designated by the Lessor and/or Administrative Agent or any LenderAgent, at reasonable times upon reasonable prior written notice, to visit and inspect its properties, to examine and make extracts from its books and records, records and to discuss its affairs, finances and condition with its officers and Responsible Officers and, provided that the Parent Guarantor or such Subsidiary is afforded the opportunity to participate in such discussion, its independent accountants, all at such reasonable times and as often as reasonably requested; provided, however, that when a 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 Parent at any time during normal business hours and without advance notice. All such inspections or audits by the Administrative Agent shall be at the Parent’s expense; provided that so long as no Event of Default existshas occurred and is continuing, none of the Parent Guarantors or Lessee shall not be required to reimburse the Lessor or Administrative Agent or any of their respective representatives for inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes fees, costs and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred 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 pursuant 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. Notwithstanding anything to the contrary in this Section 5.68, 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 (1) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure to the Administrative Agent or Lessor (or any designated representative) is then prohibited by law, rule or regulation or 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.

Books and Records; Inspection Rights. (a) The Parent shallGuarantor will keep, and shall will cause each of its Subsidiaries toConsolidated Subsidiary to keep, keep proper books of record and account in which full, entries true and correct entries are in all material respects shall be made of all dealings and transactions in relation to its business transactions and activitiesactivities so that financial statements of the Guarantor that fairly present its business transactions and activities can be properly prepared in accordance with GAAP. The Parent shallGuarantor will, and shall will cause each of its Subsidiaries Significant Subsidiary to, permit any representatives designated by the Administrative Agent or by any LenderLender through the Administrative Agent, upon reasonable prior notice, at all reasonable times and as and to the extent permitted by applicable law and regulation, and at the Administrative Agent’s or such Lender’s expense, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances finances, accounts and condition with its officers officers, employees (in the presence of its officers) and independent accountantsaccountants (in the presence of its officers); provided that (i) such designated representatives shall be reasonably acceptable to the Borrower, all at such shall agree to any reasonable times confidentiality obligations proposed by the Borrower, and as often as reasonably requested; provided, however, that when shall follow the guidelines and procedures generally imposed upon like visitors to Borrower’s facilities and (ii) unless a Default exists shall have occurred and be continuing, such visits and inspections shall occur not more than once in any fiscal year. Prior to the occurrence of a Default, the Administrative Agent will use reasonable efforts to minimize any disruption to the business of the Guarantor and its Subsidiaries. Notwithstanding anything to the contrary in this Section 5.04, none of the Guarantor or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter that (x) constitutes non-financial trade secrets, (y) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or agents) is prohibited by law or (z) in the Guarantor’s reasonable judgment, would compromise any attorney-client privilege, privilege afforded to attorney work product or similar privilege, provided that the Guarantor shall make available redacted versions of requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives) may do any of the foregoing at the expense of the Parent at any time during normal business hours representatives and without advance notice. All such inspections or audits by the Administrative Agent shall be at the Parent’s expense; provided that so long as no Default exists, the Parent shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), wouldagents, in a manner that will protect such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6privilege.

Books and Records; Inspection Rights. (a) The Parent shallSuch Obligor will, and shall will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct (in all material respects) entries are made of all dealings and transactions in relation to its business and activities. The Parent shallSuch Obligor will, and shall will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lenderthe Lenders, 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 (financial or otherwise) with its officers and independent accountantsaccountants (so long as a representative of the Borrower is provided a reasonable opportunity to participate in any such discussion), during normal business hours (but not more often than once per year in total for all at such visits and inspections unless an Event of Default has occurred and is continuing) as the Administrative Agent or the Lenders may reasonably request; provided that such representative shall use its commercially reasonable times efforts to minimize disruption to the business and affairs of the Borrower as often a result of any such visit, inspection, examination or discussion. Notwithstanding anything to the contrary contained herein or any other provision of the Loan Documents, no Obligor nor any of its Subsidiaries will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to any Lender (or their respective representatives or contractors) is prohibited by any applicable Law or any binding agreement with a third party (so long as such agreement is not entered into in contemplation of this Agreement) or (iii) that is subject to attorney-client or similar privilege, which could reasonably requested; provided, however, that when a Default exists be expected to be lost or forfeited if disclosed to the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Parent at any time during normal business hours and without advance notice. All such inspections or audits by the Administrative Agent shall be at the Parent’s expense; provided that so long as no Default exists, the Parent shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal YearLender. The Parent hereby authorizes Borrower shall pay all reasonable and instructs its independent accountants to discuss the Parent’s affairs, finances documented costs of (a) one such inspection per calendar year if no Event of Default has occurred and condition with the Administrative Agent is continuing and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status all such inspections during a continuing Event of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6Default.

Books and Records; Inspection Rights. (a) The Parent shallBorrower will, and shall will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Parent shallBorrower will, and shall will cause each of its Subsidiaries 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 and as often as reasonably requested; provided, however, that when a 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 Parent at any time during normal business hours and without advance notice. All such inspections or audits by the Administrative Agent shall be at the Parent’s expense; provided that so long as no Default exists, the Parent shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent Borrower will, and will provide to the Administrative Agent written or verbal reports on the status cause each of the litigation set forth in or referred to in Schedule 3.6its Subsidiaries to, at such times and intervals (but in permit any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of representatives designated by the Administrative Agent (which requests shall not be more than once a monthincluding any consultants, unless there has been a material adverse development with respect accountants, lawyers and appraisers retained by the Administrative Agent) to conduct evaluations and appraisals of the outcome Borrower’s computation of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney Borrowing Base and the Parentassets included in the Borrowing Base, all at such reasonable times and as often as reasonably requested, including without limitation an accounts receivable audit to be completed no less frequently than annually. The Parent Borrower shall pay the reasonable fees and expenses of counsel incurred in connection with any representatives retained by the Administrative Agent’s exercise Agent to conduct any such evaluation or appraisal. The Borrower also agrees to modify or adjust the computation of its rights pursuant the Borrowing Base (which may include maintaining additional reserves or modifying the eligibility criteria for the components of the Borrowing Base) to this Section 5.6the extent required by the Administrative Agent or the Required Lenders as a result of any such evaluation or appraisal.

Books and Records; Inspection Rights. (a) The Parent shallBorrower will, and shall will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all material dealings and transactions in relation to its business and activities, including any such dealings and transactions to the extent necessary to prepare the consolidated financials of the Borrower and its Subsidiaries in accordance with GAAP. The Parent shallBorrower will, and shall will cause each of its Subsidiaries 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 operating hours and as often as reasonably requested; provided, howeverexcluding any such visits and inspections during the continuation of a Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 5.06 and the Administrative Agent shall not exercise such rights more often than two (2) times during any consecutive four fiscal quarter period absent the existence of a Default and only one (1) such time shall be at the Borrower’s expense; provided, further, that when a Default exists is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and without advance upon at least 24 hours’ notice. All such inspections or audits by The Administrative Agent, the Lenders and their respective representatives and independent contractors shall use commercially reasonable efforts to avoid interruption of the normal business operations of the Borrower and its Subsidiaries. The Administrative Agent and the Lenders shall be at give the Parent’s expense; provided that so long as no Default existsBorrower the opportunity to participate in any discussions with the independent public accountants of the Borrower and its Subsidiaries. Notwithstanding anything to the contrary in this Section 5.06, neither of the Parent shall not Borrower nor any of its Subsidiaries will be required to reimburse disclose, permit the Administrative Agent for inspections inspection, examination or audits more frequently than once making copies or abstracts of, or discussion of, any document, information or other matter that (i) in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide respect of which disclosure to the Administrative Agent written or verbal reports on the status of the litigation set forth in any Lender (or referred their respective representatives or contractors) is prohibited by Law or any binding agreement or (ii) is subject to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client or similar privilege between such or constitutes attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6work product.

Books and Records; Inspection Rights. (a) The Parent shallBorrower will, and shall will cause each of its Subsidiaries to, keep proper books of record and 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 5.01(b), in form permitting financial statements conforming with GAAP to be derived therefrom. The Parent shallBorrower will, and shall will cause each of its Subsidiaries Subsidiary to, permit any representatives designated by the Administrative Agent or (including any LenderLenders provided such Lender is accompanied by the Administrative Agent), at reasonable times upon reasonable prior written notice, to visit and inspect its properties, to examine and make extracts from its books and records, records and to discuss its affairsbusiness, finances operations and financial condition with its officers and Financial Officers and, provided the Borrower or such Subsidiary is afforded the opportunity to participate in such discussion, its independent accountants, all at such reasonable times and as often as reasonably requested; provided, howeverfurther, that when a 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 Parent at any time during normal business hours and without advance notice. All such inspections or audits by the Administrative Agent shall be at the Parent’s expense; provided that so long as no Event of Default existshas occurred and is continuing, such inspections shall not occur more than once in any calendar year and the Parent Borrower shall not be required to reimburse the Administrative Agent or any of its representatives for inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes fees, costs and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred expenses in connection with the Administrative Agent’s exercise of such rights set forth in this sentence more than one time in any calendar year. The Borrower acknowledges that, subject to Section 9.12, the Administrative Agent, after exercising its rights pursuant of inspection, may prepare and distribute to the Lenders certain reports pertaining to the Borrower and its Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders. Notwithstanding anything to the contrary in this Section 5.65.06, none of the Borrower or any Subsidiary will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any documents, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent (or any designated representative) is then prohibited by law or any agreement binding on any Loan Party or any Subsidiary or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

Books and Records; Inspection Rights. Each Loan Party will, and will cause each Subsidiary to, (a) The Parent shall, and shall cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct complete entries are in all material respects in accordance with GAAP will be made reflecting all of all dealings its and transactions in relation to its Subsidiaries business and activities. The Parent shallfinancial transactions; provided that, it being understood and agreed that Non-US Subsidiaries may maintain individual books and records in conformity with generally accepted accounting principles that are applicable in their respective jurisdiction of organization, and shall cause each of its Subsidiaries to, (b) permit any representatives designated by the Administrative Agent on behalf of the Lenders (including employees of the Administrative Agent, any Lender or any Lenderconsultants, accountants, lawyers, agents and appraisers retained by the Administrative Agent, in each case, who have signed a non-disclosure agreement in form and substance reasonably satisfactory to the Borrower, and, in all cases, excluding Excluded Persons), upon reasonable prior written notice, to visit and inspect its properties, to examine and make extracts copies from its books and records, and including to discuss its affairs, finances and condition with its officers and independent accountantsofficers, all at such reasonable times during Borrower’s normal business hours and as often as reasonably requested. 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. In the absence of a continuing Event of Default only one such examination in any period of 12 consecutive calendar months shall be conducted (as coordinated by the Administrative Agent) and shall be at the Borrower’s expense, and during the continuance of an Event of Default all such examinations shall be at the Borrower’s expense (and may occur with greater frequency); provided, howeverthat any and all expenses incurred by a Lender pursuant to this Section 5.06 shall be solely at such Lender’s expense and Borrower shall have no obligation to reimburse any such Lender’s expenses. Notwithstanding anything to the contrary in this Section 5.06, that when a Default exists none of the Borrower or any Subsidiary will be required to disclose, permit the inspection, examination or making copies of abstracts of, or discussion of, any document, information or other matter (i) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or contractors) may do is prohibited by any of the foregoing at the expense of the Parent at law or by any time during normal business hours and without advance notice. All such inspections binding agreement or audits by the Administrative Agent shall be at the Parent’s expense; provided (ii) that so long as no Default exists, the Parent shall not be required is subject to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such or constitutes attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6work product.

Books and Records; Inspection Rights. (a) The Parent shallBorrower will, and shall will cause each of its Material Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activitiesactivities as required by GAAP. The Parent shallBorrower will, and shall will cause each of its Subsidiaries 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 officers, directors and its independent accountants, all at such reasonable times and as often as reasonably requestedrequested provided however, that with respect to discussions with the Borrower's independent accountants, the Borrower shall be given the opportunity to have a representative present during such discussions; provided, howeverfurther, that when a Default exists notwithstanding the provisions of Section 9.03 the Administrative Agent or the Lender making such inspection and visitation hereby releases the Borrower, its Affiliates, and their officers, directors, employees, and agents against any claim for injury to the Administrative Agent or such Lender (or the representatives thereof) during such inspection and visitation; provided, further, that neither the Borrower nor any of their respective representatives) may do any of the foregoing at the expense of the Parent at any time during normal business hours and without advance notice. All such inspections or audits by the Administrative Agent its Subsidiaries shall be at the Parent’s expense; provided that so long as no Default exists, the Parent shall not be required to disclose to the Administrative Agent, any Lender or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney's work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information. The Borrower shall pay or reimburse the Administrative Agent for reasonable and documented expenses of the inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with visitations made by the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights Lender pursuant to this Section 5.65.06, except that such expenses shall not be the responsibility of the Borrower more than once per calendar year, unless a Default has occurred and is continuing at the time of the inspection and visitation, in which case the Borrower shall pay or reimburse such expenses.

Books and Records; Inspection Rights. (a) The Parent shallBorrower will, and shall will cause each of its Restricted Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all material financial dealings and transactions in relation to its business and activities. The Parent shallBorrower will, and shall will cause each of its the Restricted Subsidiaries to, permit any representatives designated by and independent contractors of the Administrative Agent or any Lender, upon reasonable prior notice, and the Lenders to visit and inspect any of its propertiesproperties (to the extent it is within such Person’s control to permit such inspection), to examine its corporate, financial and operating records, and make extracts from its books and recordscopies thereof or abstracts therefrom, and to discuss its affairs, finances and condition accounts with its officers directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably requesteddesired, upon reasonable advance notice to the Borrower (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 5.06 and the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default at the Borrower’s expense; and provided, howeverfurther, that when a an Event of Default exists exists, the Administrative Agent or any Lender the Lenders (or any of their respective representativesrepresentatives or independent contractors) may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and without upon reasonable advance notice. All such inspections or audits by the The Administrative Agent and the Lenders shall be at give the ParentBorrower the opportunity to participate in any discussions with the Borrower’s expense; provided that so long as no Default existsindependent public accountants. Notwithstanding anything to the contrary in Section 5.01 or this Section 5.06, none of the Parent shall not Borrower or any Restricted Subsidiary will be required to reimburse disclose, permit the Administrative Agent for inspections inspection, examination or audits more frequently than once making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide respect of which disclosure to the Administrative Agent written or verbal reports on the status any Lender (or their respective representatives or contractors) is prohibited by Requirement of the litigation set forth in Law or referred any binding agreement or (iii) that is subject to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client or similar privilege between such or constitutes attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6work product.

Books and Records; Inspection Rights. (a) The Parent shallCompany will, and shall will cause each of its Significant Subsidiaries to, keep proper books of record and 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 activities, except, in the case of the Significant Subsidiaries, where the failure to do so would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Parent shallCompany will, and shall will cause each of its Subsidiaries 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 and upon reasonable prior notice; provided that (i) unless an Event of Default shall have occurred and be continuing, such visits and inspections shall be limited to once in each calendar year and such inspecting Lender (including Administrative Agent) shall be responsible for its own costs and expenses and (ii) in respect of any such discussions with any independent accountants, the Company shall have received reasonable advance notice thereof and a reasonable opportunity to participate therein; provided that in no event shall the requirements set forth in this Section 5.06 require the Company or any of its Subsidiaries to provide any such information (i) so long as often as reasonably requested; providedno Event of Default exists, howeverif such information constitutes trade secrets or proprietary information, that when a Default exists (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or contractors) may do any of the foregoing at the expense of the Parent at any time during normal business hours and without advance noticeis prohibited by applicable law, fiduciary duty or third-party contractual obligation (not created in contemplation thereof) or (iii) which is subject to attorney-client or similar privilege or constitutes attorney work-product. All such inspections or audits visitation requests by Lenders shall be made through the Administrative Agent shall be at the Parent’s expense; provided that so long as no Default existsAgent, the Parent shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or Lenders shall endeavor to coordinate such Lender’s request. (b) The Parent will provide visits in order to minimize expense and inconvenience to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6Company.

Books and Records; Inspection Rights. (a) The Parent shallBorrower will, and shall will cause each of its Restricted Subsidiaries to, keep proper books of record and account in which full, true and correct entries in all material respects are made of all dealings financial transactions of the Borrower and transactions each such Restricted Subsidiary in relation to its business and activitiesaccordance with generally accepted accounting principles. The Parent shallBorrower will, and shall will cause each of its Restricted Subsidiaries to, upon reasonable notice from the Administrative Agent, 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, accountants all at such reasonable times during normal business hours as are mutually agreed by the Borrower and as often as reasonably requested, provided that such visits, inspections, examinations and discussions shall, so long as no Event of Default has occurred and is continuing, take place no more often than one time per fiscal year on a date to be determined by, and shall be coordinated by, the Borrower and the Administrative Agent; provided, howeverprovided further, that when a 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 Parent at any time during normal business hours and without advance notice. All such inspections or audits by the Administrative Agent shall have delivered a written request for such inspection to the Borrower prior to the date of any such inspection and that the information provided to the Lenders pursuant to this Section 5.06 shall be at subject to the Parent’s expenseprovisions of Section 9.13; provided further, that so long as no Default existsneither the Administrative Agent nor any of its representatives shall discuss the affairs of the Borrower with the Borrower’s independent accountants except in the presence of a Responsible Officer of the Borrower. Neither the Administrative Agent nor any Lender shall have any duty to any Loan Party to make any inspection, nor to share any results of any inspection, appraisal or report with any Loan Party. Notwithstanding anything to the Parent shall not contrary in this Section 5.06, none of the Borrower nor any of its Restricted Subsidiaries will be required to reimburse disclose, permit the Administrative Agent for inspections inspection, examination or audits more frequently than once making of extracts, or discussion of, any documents, information or other matter that (i) in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide respect of which disclosure to the Administrative Agent written is then prohibited by law, rule or verbal reports regulation or any agreement binding on the status Borrower or any of the litigation set forth its Restricted Subsidiaries, as long as such agreement was not entered into in contemplation of or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss inspection or (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussionii) in any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a monthBorrower or any of its Restricted Subsidiaries’ reasonable judgment, unless there has been a material adverse development with would compromise, or likely cause the Borrower or any Restricted Subsidiary of the Borrower to lose the benefit of protection in respect to the outcome of such litigation); providedof, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege, privilege between such afforded to attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6work product or similar privilege.

Books and Records; Inspection Rights. (a) Borrower shall set up and maintain accurate and complete books, accounts and records pertaining to the Project including working drawings in a manner reasonably acceptable to Administrative Agent. The Parent shall, books of account and shall cause each of its Subsidiaries all other records relating to, keep proper books of record or reflecting the operation of, Borrower, the Facility and account the Project shall be kept at Borrower’s executive office at the address set for in which fullSection 10.7. Administrative Agent, true Title Company and correct entries are made of Inspecting Engineer shall have the right (but not the duty) at all dealings and transactions in relation reasonable times on reasonable notice to its business and activities. The Parent shallinspect, and shall cause each of its Subsidiaries 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 copy all books and recordsrecords of Borrower relating to the Project, and to discuss its affairsenter and have free access to the Premises and the Improvements and to inspect all work done, finances labor performed, materials and condition with its officers building systems furnished in, about or for the Project (and independent accountantsBorrower shall also ensure that Administrative Agent and Inspecting Engineer has access to inspect Offsite Materials). Without limiting the generality of the foregoing, all at such reasonable times and Inspecting Engineer shall have the right to inspect the Premises as often as reasonably requestedInspecting Engineer shall determine or Administrative Agent shall request and all costs and expenses of any such inspection shall be borne by Borrower; provided, however, that when such inspections shall be made in the normal course only in connection with a Default exists request by Borrower for an Advance relating to the Administrative Agent construction of the Facility an/or any Lender (or any material change in the scope of their respective representatives) work for the Facility, but may do any of the foregoing at the expense of the Parent be made at any time during normal business hours and without advance noticein connection an/or following a Default or an Event of Default. All such inspections or audits by the Administrative Agent shall be at have the Parent’s expense; provided that so long right to inspect the Premises as no Default exists, the Parent shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) often as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation)determine; provided, however, that Borrower will bear the terms cost and expense of this clause (b) Administrative Agent inspections conducted in connection with a Default or Event of Default with the cost and expense of any other Administrative Agent inspection being borne by Administrative Agent. Any and all of the foregoing Administrative Agent or Inspecting Engineer inspections shall be solely for the benefit of Lender Parties, shall not be deemed construed as a review of suitability, merchantability, fitness, or compliance with Governmental Requirements or otherwise and may not be relied upon by Borrower or any other Person. Administrative Agent will use all commercially reasonable efforts to authorize conduct any such inspections or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, examinations in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection a manner which does not interfere with the Administrative Agent’s exercise construction or operation of its rights pursuant to this Section 5.6the Project.

Books and Records; Inspection Rights. GIC will and will cause each of the other Loan Parties to, (a) The Parent shallkeep proper financial records in accordance with GAAP, and shall cause each of its Subsidiaries to, (b) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Parent shall, activities and shall cause each of its Subsidiaries to, (c) permit any representatives designated by the Administrative Agent or any LenderLender (including employees of the Administrative Agent, any Lender or any consultants, accountants and agents retained by Administrative Agent), as and when determined by the Administrative Agent, upon reasonable prior noticenotice and during normal business hours, to visit and inspect its properties, to examine conduct at such Loan Party’s premises field examinations of such Loan Party’s assets, liabilities, books and make records, including examining and making 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, however, that when a Default exists the Loan Parties shall be responsible to pay the fees and expenses of the Administrative Agent or and such professionals with respect to one such examination and evaluation conducted during any Lender 12 month period and one additional field examination (or for a total of 2 field exams during any of their respective representatives12 month period) may do any of the foregoing at the expense of the Parent at any time that Borrowing Base Availability falls below the greater of (x) TenFifteen Million Dollars ($10,000,00015,000,000) and (y) 15% of the then applicable aggregate Commitment. Additionally, there shall be no limit on the number or frequency of field examinations if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any field examinations conducted while an event of Default has occurred and is continuing. After the occurrence and during normal business hours the continuance of any Event of Default, each Loan Party shall provide the Administrative Agent and without advance notice. All such inspections or audits each Lender with any and all information reasonably requested by the Administrative Agent shall be at the Parentto contact directly each Loan Party’s expense; provided that so long as no Default exists, the Parent shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Yearvendors and suppliers. The Parent hereby authorizes Loan Parties acknowledge that Administrative Agent, after exercising its rights of inspection, may prepare and instructs its independent accountants distribute to discuss the Parent’s affairs, finances and condition with Lenders certain Reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s requestLenders. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6.

Books and Records; Inspection Rights. (a) The Parent shall, and Each Credit Party shall cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities which fairly record such transactions and activities. The Parent shall, and Each Credit Party shall cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, Lender 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 accountantsaccountants as frequently as the Lender deems appropriate PROVIDED that, so long as no Default has occurred and is continuing, all such visits shall be on reasonable prior notice, at reasonable times during regular business hours of such Credit Party and shall not occur more frequently than two (2) times during any twelve-month period, and PROVIDED FURTHER that after the occurrence and during the continuance of any Default, the Lender may visit at any reasonable times and as often as reasonably requested; providedthe Lender deems necessary or appropriate. The Borrower shall reimburse the Lender for all reasonable examination and inspections costs, howeverinternal costs at the rate of $500 per man-day, that when a Default exists plus all reasonable out-of-pocket expenses incurred in connection with such inspections. The Credit Parties will permit independent appraisers and environmental consultants selected by the Administrative Agent or any Lender (or any of their respective representatives) may do any to visit the properties of the foregoing at the expense Credit Parties and perform appraisals and examinations of the Parent inventory, equipment and Real Property Assets of the Credit Parties at any time during normal business hours such times and without advance notice. All with such inspections or audits by frequencies as the Administrative Agent Lender shall be at the Parent’s expensereasonably request; provided that PROVIDED that, so long as no Default existshas occurred and is continuing, the Parent such visits shall not be required to reimburse the Administrative Agent for inspections or audits occur more frequently than once in each Fiscal Yeartwo (2) times during any twelve-month period; and PROVIDED FURTHER that after the occurrence and during the continuance of any Default, such visits may occur at any reasonable times and as often as the Lender deems necessary or appropriate. The Parent hereby authorizes Credit Parties shall reimburse the Lender for all fees, costs and instructs its expenses charged by such independent accountants to discuss the Parent’s affairs, finances appraisers and condition with the Administrative Agent environmental consultants for each such appraisal and any Lender, at the Administrative Agent’s or such Lender’s requestexamination. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6.

Books and Records; Inspection Rights. (a) The Parent shallGuarantor will keep, and shall will cause each of its Subsidiaries toConsolidated Subsidiary to keep, keep proper books of record and account in which full, entries true and correct entries are in all material respects shall be made of all dealings and transactions in relation to its business transactions and activitiesactivities so that financial statements of the Guarantor that fairly present its business transactions and activities can be properly prepared in accordance with GAAP. The Parent shallGuarantor will, and shall will cause each of its Subsidiaries Significant Subsidiary to, permit any representatives designated by the Administrative Agent or by any LenderLender through the Administrative Agent, upon reasonable prior notice, at all reasonable times and as and to the extent permitted by applicable law and regulation, and at the Administrative Agent’s or such Lender’s expense, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances finances, accounts and condition with its officers officers, employees (in the presence of its officers) and independent accountantsaccountants (in the presence of its officers); provided that (i) such designated representatives shall be reasonably acceptable to the Borrower, all at such shall agree to any reasonable times confidentiality obligations proposed by the Borrower, and as often as reasonably requested; provided, however, that when shall follow the guidelines and procedures generally imposed upon like visitors to Borrower’s facilities and (ii) unless a Default exists shall have occurred and be continuing, such visits and inspections shall occur not more than once in any fiscal year. 38 #85763602v22 Prior to the occurrence of a Default, the Administrative Agent will use reasonable efforts to minimize any disruption to the business of the Guarantor and its Subsidiaries. Notwithstanding anything to the contrary in this Section 5.04, none of the Guarantor or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter that (x) constitutes non-financial trade secrets, (y) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or agents) is prohibited by law or (z) in the Guarantor’s reasonable judgment, would compromise any attorney-client privilege, privilege afforded to attorney work product or similar privilege, provided that the Guarantor shall make available redacted versions of requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives) may do any of the foregoing at the expense of the Parent at any time during normal business hours representatives and without advance notice. All such inspections or audits by the Administrative Agent shall be at the Parent’s expense; provided that so long as no Default exists, the Parent shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), wouldagents, in a manner that will protect such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6privilege.

Books and Records; Inspection Rights. (a) The Parent shall, and Each Credit Party shall cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities which fairly record such transactions and activities. The Parent shall, and Each Credit Party shall cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, Lender 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 accountantsaccountants as frequently as the Lender deems appropriate provided that, all at such reasonable times and as often as reasonably requested; provided, however, that when a 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 Parent at any time during normal business hours and without advance notice. All such inspections or audits by the Administrative Agent shall be at the Parent’s expense; provided that so long as no Default existshas occurred and is continuing, all such visits shall be on reasonable prior notice, at reasonable times during regular business hours of such Credit Party, and provided further that after the occurrence and during the continuance of any Default, the Parent Lender may visit at any reasonable times. The Borrowers shall not be required to reimburse the Administrative Agent Lender for all examination and inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants costs, internal costs as reasonably determined by the Lender from time to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lendertime (currently, at the Administrative Agent’s or rate of $850 per man-day), plus all out-of-pocket expenses incurred in connection with such Lender’s inspections. The Credit Parties will permit independent appraisers and environmental consultants selected by the Lender to visit the properties of the Credit Parties and perform appraisals and examinations of the inventory, equipment and Real Property Assets of the Credit Parties at such times and with such frequencies as the Lender shall reasonably request. The Borrowers shall reimburse the Lender for all fees, costs and expenses charged by such independent appraisers and environmental consultants for each such appraisal and examination. (b) The Parent will provide In addition to the Administrative Agent written or verbal reports on the status and not in limitation of the litigation any other inspection rights set forth in this Section 7.6, each Borrower shall, and shall cause each Subsidiary to, permit the Lender or referred any representatives designated by the Lender (including any third party consultants, accountants, lawyers and appraisers) to in Schedule 3.6conduct, at such times the Borrowers’ sole cost and intervals (but in any event no more than once a monthexpense, unless there has been a material adverse development with respect to the outcome of such litigation) so long as the Administrative Agent shall reasonably determine Fixed Charge Coverage Ration is greater than 1.50 to assess 1.00, one commercial field examination of the status business, operations and progress assets of such litigationthe Borrowers, including a report on without limitation, the issuance of significant rulings and assets included in the taking of important testimony. The Parent will also cause Borrowing Base, in each twelve month period following the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a monthClosing Date, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize Lender may conduct, at the Borrowers’ sole cost and expense, field examinations with greater frequency and at such additional time or require any attorney to disclose information that, if disclosed pursuant to this clause (b), wouldtimes as the Lender, in such attorney’s written opinionits sole discretion, violate may determine in the attorney-client privilege between such attorney and event the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant Fixed Charge Coverage Ration is equal to this Section 5.6or less than 1.50 to 1.00.

Books and Records; Inspection Rights. (a) The Parent Each Loan Party shall, and shall cause each Subsidiary of its Subsidiaries the Borrower to, keep proper books of record and account in which fullcomplete and accurate entries, true and correct entries in all material respects, in conformity with IFRS consistently applied are made of all dealings and transactions in relation to its assets, business and activities. The Parent . (a) Each Loan Party shall, and shall cause each Subsidiary of its Subsidiaries the Borrower 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 and as often as reasonably requested; providedprovided that, however, that when a Default exists or Event of Default has occurred or is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and without advance notice. All such inspections or audits by the Administrative Agent shall be at the ParentBorrower’s expense; provided that (i) so long as no Default or Event of Default exists, the Parent Borrower shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Yearfiscal year and (ii) any such reimbursement shall be limited to reasonable and documented expenses. The Parent Borrower hereby authorizes and instructs its independent accountants to discuss the ParentBorrower’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6; provided, at such times and intervals (but in any event no more than once a monththat, unless there has an Event of Default shall have occurred and is continuing, the Borrower shall have been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided afforded a reasonable opportunity to be present during such discussion) at any such reports with the discussions. The Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect and each Lender agrees to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose keep all information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights obtained by them pursuant to this Section confidential in accordance with Section 9.12. Notwithstanding the foregoing, no Loan Party or Subsidiary thereof shall be required to disclose any information to the extent that (i) such Loan Party or Subsidiary is prohibited from furnishing such other information (x) by Applicable Law or (y) a binding confidentiality obligation owed by such Loan Party or such Subsidiary to any third party (provided that such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.6), it being understood and agreed that this Section 5.6 shall not be applied to augment the periodic reporting obligation of any Loan Party under this Agreement, (ii) such information constitutes non-financial trade secrets or non-financial proprietary information or (iii) such information is subject to attorney client privilege or constitutes attorney work product; provided that, in each case, the Borrower shall provide notice to the Administrative Agent that such information is being withheld and (other than with respect to clause (iii) above) the Borrower shall use its commercially reasonable efforts to obtain the relevant consents and to communicate, to the extent both feasible and permitted under applicable law or confidentiality obligation, the applicable information.

Books and Records; Inspection Rights. (a) The Parent shallEach Borrower will, and shall will cause each of its Subsidiaries Subsidiary to, (i) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Parent shall, activities and shall cause each of its Subsidiaries to, (ii) permit any representatives designated by the Administrative Agent or any LenderLender (coordinated through the Administrative Agent) (including employees of the Administrative Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent), upon reasonable prior notice, to visit and inspect its propertiesproperties during normal business hours, to examine and make extracts from its books and records, including environmental assessment reports and Phase I or Phase II studies existing as such time (it being understood that, unless a Default or Event of Default has occurred and is continuing, the Borrowers shall only be responsible for the reasonable costs of one such visit during each fiscal year), and to discuss its affairs, finances and condition with its officers (so long as senior management of the Borrower Representative is notified of any such discussion and is permitted to be present) and independent accountantsaccountants (so long as management of the Borrower Representative is permitted to be present), all at such any reasonable times and as often as reasonably requesteddesired. Up to two field examinations per year will be at the Borrowers' cost; providedprovided that there shall be no limitation on the number or frequency of field examinations at the Borrower's cost if an Event of Default shall have occurred and be continuing. After the occurrence and during the continuance of any Event of Default, however, that when a Default exists each Borrower shall provide the Administrative Agent or any and each Lender (or any with access to its suppliers. The Borrowers acknowledge that the Administrative Agent, after exercising its rights of their respective representatives) inspection, may do any of prepare and distribute to the foregoing at Lenders certain Reports pertaining to the expense of the Parent at any time during normal business hours and without advance notice. All such inspections or audits Borrowers' assets for internal use by the Administrative Agent shall be at the Parent’s expense; provided that so long as no Default exists, the Parent shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6Lenders.

Books and Records; Inspection Rights. (a) The Parent shallEach Loan Party will, and shall will cause each of its Material Subsidiaries to, keep proper books of record and account in which fullentries in conformity in all material respects with all applicable laws, true rules and correct entries regulations of any Governmental Authority are made of all dealings and transactions in relation to its business and activities. The Parent shallEach Loan Party will, and shall will cause each of its Subsidiaries to, no more than once per year at the request of the Administrative Agent (on behalf of the Lenders) (or at any time after the occurrence and during the continuance of an Event of Default), permit any representatives designated by the Administrative Agent (on behalf of the Lenders) (at the Borrower’s expense to the extent such right is exercised not more than once per year at a time no Event of Default exists or any Lenderotherwise exercised during the continuance of an Event of Default), upon reasonable prior written notice, to visit and inspect its properties, to examine and make extracts from its books and recordsrecords (other than materials protected by the attorney-client privilege and materials which such Loan Party or such Subsidiary, as applicable, may not disclose without violation of a bona fide confidentiality obligation owed to an unaffiliated third party binding upon it), and to discuss its affairs, finances and condition with its appropriate officers and and, so long as afforded an opportunity to be present, its independent accountants, all during reasonable business hours. It is understood that such visits and inspections shall be coordinated through the Administrative Agent. If an Event of Default has occurred and is continuing, representatives of each Lender (at the Borrower’s expense) will be permitted to accompany representatives of the Administrative Agent during each inspection conducted during the existence of such reasonable times Event of Default. The Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and as often as reasonably requested; provideddistribute to the Lenders certain reports pertaining to the Loan Parties, howevertheir Subsidiaries and their respective assets for internal use by the Administrative Agent and the Lenders. Notwithstanding anything to the contrary in this Section 5.06, no Loan Party or any of their subsidiaries will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that when a Default exists constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their representatives or contractors) is prohibited by law, a Governmental Authority, fiduciary duty or any of their respective representatives) may do any binding agreement with a third party to the extent such agreement is not made in contemplation of the foregoing at the expense of the Parent at any time during normal business hours and without advance notice. All such inspections or audits by the Administrative Agent shall be at the Parent’s expense; provided that so long as no Default exists, the Parent shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms avoidance of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6.5.06 or

Books and Records; Inspection Rights. (a) The Parent shall, and Each Loan Party shall cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities which fairly record such transactions and activities. The Parent shall, and Each Loan Party shall cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, Lender to visit and inspect its properties, to examine and make extracts from its books and records, to conduct audits, physical counts, valuations, appraisals or examinations (whether by internal commercial finance examiners or independent auditors) of all Collateral and the Loan Parties, and to discuss its affairs, finances and condition with its officers and independent accountants, all accountants at such any reasonable times and as often frequently as reasonably requested; providedthe Agent deems appropriate provided that, however, that when a 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 Parent at any time during normal business hours and without advance notice. All such inspections or audits by the Administrative Agent shall be at the Parent’s expense; provided that so long as no Default existshas occurred and is continuing, (i) all such visits shall be on reasonable prior notice, at reasonable times during regular business hours, and (ii) the Agent and the Lenders shall not conduct any such audit, valuation or appraisal, in each case, more than once each year. The Loan Parties shall, in accordance with Section 4.01, reimburse the Agent and the Lenders for all costs incurred in connection with such audits, physical counts, valuations, appraisals or examinations. Each of the Loan Parties authorizes the Agent and, if accompanied by the Agent, the Parent Lenders to communicate directly with such Loan Party's independent certified public accountants and authorizes such accountants to disclose to the Agent and the Lenders any and all financial statements and other supporting financial documents and schedules including copies of any management letters with respect to the business, financial condition and other affairs of the Loan Parties. At the request of the Agent, each Loan Party shall deliver a letter addressed to such accountants instructing them to comply with the provisions of this Section 7.01(f). The Loan Parties, in consultation with the Agent, will arrange for a meeting to be held at least once every year (and after the occurrence and during the continuance of a Default, more frequently, if requested by the Agent or the Required Lenders) with the Lenders and the Agent hereunder at which the business and operations of the Loan Parties are discussed. The Loan Parties will permit environmental consultants selected by the Agent to visit the properties of the Loan Parties and perform examinations of the Real Property Assets of the Loan Parties at such times and with such frequencies as the Agent or any Lender shall reasonably request; PROVIDED that, so long as no Default has occurred and is continuing, the Agent and the Lenders shall not request that the Real Property Assets of the Loan Parties be required to reimburse the Administrative Agent for inspections or audits examined by environmental consultants more frequently than once in each Fiscal Yearevery year commencing on the first anniversary of the Effective Date. The Parent hereby authorizes and instructs its independent accountants to discuss Loan Parties shall reimburse the Parent’s affairs, finances and condition with the Administrative Agent and any Lenderthe Lenders for all fees, at the Administrative Agent’s or costs and expenses charged by such Lender’s requestenvironmental consultants for each such examination. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6.

Books and Records; Inspection Rights. (a) The Parent Such Obligor shall, and shall cause each of its Subsidiaries to, keep proper books of record and account in (which full, shall be true and correct entries are made in all material respects) sufficient for the preparation of all dealings and transactions financial statements in relation to its business and activities. The Parent accordance with GAAP. (b) Such Obligor shall, and shall cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any VCOC Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, to inspect its facilities and to discuss its affairs, finances and condition with its officers and and, in the presence of an officer of such Obligor, its independent accountants, all at such reasonable times and intervals (but not more often than once per calendar quarter in the aggregate unless an Event of Default has occurred and is continuing) as often as reasonably requested; provided, however, that when a Default exists the Administrative Agent or any VCOC Lender may request. (c) Such Obligor shall, and shall cause each of its Subsidiaries to, ensure that Administrative Agent, each VCOC Lender and any representative designated by Administrative Agent or a VCOC Lender, shall be entitled to consult with and advise management of Borrower and its Subsidiaries on matters relating to the operation and business of Borrower and its Subsidiaries, including management’s proposed annual operating plans and budgets, and management shall use commercially reasonable efforts to make itself available to meet with Administrative Agent, any VCOC Lender or any representatives designated by Administrative Agent or a VCOC Lender, regularly during each year (but not more often than once per calendar quarter unless an Event of Default has occurred and is continuing) at the facilities of Borrower and its Subsidiaries at mutually agreeable times for such consultation and advice and to review progress in achieving said plans; provided, that (i) such meetings do not cause any material disruption of the business, (ii) the ultimate discretion with respect to all such matters shall be retained by Borrower and its Subsidiaries and (iii) nothing in this clause (c) shall require the Borrower and its Subsidiaries to disclose information subject to attorney-client privilege. The Administrative Agent, each VCOC Lender and any such representatives agree to maintain the confidentiality of the information received pursuant to this clause (c) in accordance with its customary procedures and applicable Law, including federal and state securities laws, except that information may be disclosed (A) to its Affiliates and limited partners and their respective representativesRelated Persons (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential), (B) may do to any other Person party hereto, (C) to the extent required by applicable Laws, (D) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (E) subject to an agreement containing provisions substantially the same as those of this Section 8.06(c), to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement and (F) to the foregoing at the expense extent such information becomes publicly available other than as a result of the Parent at any time during normal business hours a breach of this clause (c). (d) Each VCOC Lender and without advance notice. All such inspections or audits by the Administrative Agent shall be at use commercially reasonable efforts to exercise the Parent’s expenserights contained in this Section 8.06 jointly with one another, where applicable. (e) The Obligors shall pay all documented and reasonable out-of-pocket costs of all such inspections and meetings; provided that provided, that, so long as no Event of Default existshas occurred and is continuing, (i) in the case of inspections, the Parent Obligors shall not be required to reimburse the Administrative Agent pay such expenses for inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a monthone (1) inspection for each fiscal year and (ii) in the case of meetings, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests Obligors shall not be obligated to pay such expenses for more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause one (b1) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6meeting per quarter.

Books and Records; Inspection Rights. (a) The Parent shallIt will, and shall will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Parent shallIt will, and shall will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior noticenotice and at reasonable times, 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 and with reasonable advance notice as often as reasonably requested; provided, however, that when a Default exists the Administrative Agent may request. It will, and will cause each of its Subsidiaries to, pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent (a) so long as no Default has occurred and is continuing, for no more than one (1) such inspections each calendar year and (b) during a continuing Default, all such inspections. During the course any inspections, audits and other visits and discussions permitted under this Section 8.06 or elsewhere under the Loan Documents, representatives of the Administrative Agent (or any Lender (or any of their respective representativesrepresentatives or contractors)) may do encounter individually identifiable health care information as defined under HIPAA, or other confidential information relating to health care patients (collectively, the “Confidential Healthcare Information”). Unless otherwise required by any applicable laws, the Administrative Agent, the Lenders and their representatives shall not require or perform any act that would cause any Obligor, any Subsidiary or any other Person to violate any Health Care Laws, including HIPAA, including, without limitation, as a result of the foregoing at disclosure of any Confidential Healthcare Information. In the expense of the Parent at any time during normal business hours and without advance notice. All such inspections or audits by event that the Administrative Agent shall be (or any Lender (or their respective representatives or contractors)) proposes to undertake activities that the Administrative Borrower reasonably believes would constitute services of a “business associate” under HIPAA, including the disclosure of any protected Confidential Healthcare Information, the parties hereto agree to review the matter and, where appropriate, the Administrative Agent (or applicable Lender (or such respective representatives or contractors)) may take action to comply with HIPAA, and shall, upon the Administrative Borrower’s reasonable request and at the ParentAdministrative Xxxxxxxx’s expense; provided that so long as , execute a business associate agreement with the applicable Person. Notwithstanding anything to the contrary herein, no Default exists, the Parent Obligor nor any Subsidiary shall not be required to reimburse deliver, disclose, permit the Administrative Agent for inspections inspection, examination or audits more frequently than once making of copies of or excerpts from, or any discussion of, any document, information, or other matter (i) in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide respect of which disclosure to the Administrative Agent written (or verbal reports on the status of the litigation set forth in any Lender (or referred their respective representatives or contractors)) is prohibited by applicable law, (ii) that is subject to in Schedule 3.6, at such times and intervals attorney-client or similar privilege or constitutes attorney work product or (but in any event no more than once a month, unless there has been a material adverse development iii) with respect to which any Obligor or any Subsidiary owes confidentiality obligations (to the outcome extent not created in contemplation of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the ParentObligor’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counselSubsidiary’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to Obligations under this Section 5.68.06) to any third party.

Books and Records; Inspection Rights. (a) The Parent shallEach Loan Party will, and shall will cause each of its Subsidiaries Restricted Subsidiary to, (i) keep proper books of record and account in which entries that are full, true and correct entries are 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. The Parent shall, activities and shall cause each of its Subsidiaries to, (ii) permit any representatives designated by the Administrative Agent or any LenderLender (including employees of the Administrative Agent, such Lender or any consultants, accountants, lawyers, appraisers and field examiners retained by the Administrative Agent), 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 normal business hours, and as often as reasonably requestedrequested (but in no event more than once each fiscal quarter of the Borrower unless an Event of Default has occurred and is continuing); provided, however, that when a 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 Parent at any time during normal business hours and without advance notice. All such inspections or audits by the Administrative Agent shall be at the Parent’s expense; provided that so long as no Default exists, the Parent Borrower shall not be required to reimburse the Administrative Agent or any Lender for inspections or audits the cost of more frequently than once in each Fiscal Yearone such visit during any year, except during the occurrence and continuation of an Event of Default. The Parent hereby authorizes Loan Parties shall have the right to have a representative present at any and instructs all inspections. The Loan Parties acknowledge that the Administrative Agent, after exercising its independent accountants rights of inspection, may prepare and distribute to discuss the Parent’s affairs, finances and condition with 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 Lenderother Loan Party will be required to disclose, at permit the Administrative Agent’s inspection, examination or such Lender’s request. (b) The Parent will provide making copies or abstracts of, or discussion of, any document, information or other matter in respect of which disclosure to the Administrative Agent written or verbal reports on the status of the litigation set forth 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 or referred to each case, as determined in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s good faith by legal counsel to any Loan Party and not in connection with such litigation contemplation of any request for disclosure or otherwise to be available to discuss (provided evade the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigationdisclosure requirements contained in this Section 5.06); provided, however, it being understood that the terms of this clause (b) Borrower shall use its commercially reasonable efforts to communicate any requested information in a way that would not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and applicable law or agreement or waive the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6applicable privilege.

Books and Records; Inspection Rights. (a) The Parent Borrower shall, and andSECTION 5.06 shall cause its Restricted Subsidiaries, to permit representatives and independent contractors of the Agent and each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Parent shall, and shall cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make extracts from its books and recordsabstracts therefrom, and to discuss its affairs, finances and condition accounts with its officers directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably requesteddesired, upon reasonable advance notice to the Borrower (it being understood that, in the case of any such meetings or advice from such independent accountants, the Borrower shall be deemed to have satisfied its obligations under this Section 5.06 to the extent that it has used commercially reasonable efforts to cause its independent accountants to participate in any such meeting); provided that, excluding any such visits, meetings and inspections during the continuation of an Event of Default, only the Agent on behalf of the Lenders may exercise rights of the Agent and the Lenders under this Section 5.06 and the Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided, howeverfurther, that when a an Event of Default exists exists, the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or independent contractors) may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and without upon reasonable advance notice. All such inspections or audits by The Agent and the Administrative Agent Lenders shall be at give the ParentBorrower the opportunity to participate in any discussions with the Borrower’s expense; provided that so long as no Default exists, the Parent shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Yearindependent public accountants. Maintenance of Ratings. The Parent hereby authorizes Borrower shall use commerciallySECTION 5.07 reasonable efforts to cause the credit facilities provided for herein to be continuously rated by S&P and instructs its independent accountants Moody’s and to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status maintain a corporate family rating of the litigation set forth in or referred to in Schedule 3.6, at such times Borrower from each of S&P and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6Moody’s.

Books and Records; Inspection Rights. (a) The Parent shallEach Loan Party will, and shall will cause each of its Subsidiaries Subsidiary to, (a) keep proper books of record and 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 activities. The Parent shall, activities and shall cause each of its Subsidiaries to, (b) permit any representatives designated by the Administrative Agent or any LenderLender (including employees of the Administrative Agent, any Lender or any consultants, accountants, lawyers, agents and appraisers retained by the Administrative Agent) during normal business hours, upon reasonable prior notice, to visit and inspect its properties, to examine conduct at the Loan Party’s premises field examinations of the Loan Party’s assets, liabilities, books and make records, including examining and making extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountantsaccountants (in the presences of its officers), all at such reasonable times and as often as reasonably requested; provided, however, provided that when a unless an Event of Default exists or the Administrative Agent or any Lender (or any believes in good faith that an Event of their respective representatives) Default may do any of the foregoing at the expense of the Parent at any time during normal business hours and without advance notice. All such inspections or audits by the Administrative Agent shall be at the Parent’s expense; provided that so long as no Default exists, the Parent shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the exist Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent Lenders will provide to not make the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times inspections and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed examinations pursuant to this clause (b), would, in such attorney’s written opinion, violate ) more than once per year without the attorney-client privilege between such attorney and prior consent of the ParentBorrower. The Parent shall pay the fees of counsel incurred in connection with Loan Parties acknowledge that the Administrative Agent’s exercise of , after exercising its rights pursuant of inspection, may prepare and distribute to this Section 5.6the Lenders certain Reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent and the Lenders. (b) At a date to be mutually agreed upon between the Administrative Agent, Required Lenders and the Borrower occurring on or prior to thirty (30) days after the end of each month, the Borrower will hold a meeting and/or a conference call with the chief financial officer (or such other senior management requested by the Lenders from time to time) and the Lenders and who choose to attend such meeting or conference call to discuss, among other things, the financial results of the Borrower and its Subsidiaries for the previous month. (c) No sooner than the sixtieth (60th) day following the Third Amendment Effective Date, at the election of the Administrative Agent, the Administrative Agent may engage a financial advisor satisfactory to the Required Lenders (the “Financial Advisor”) at the sole cost and expense of the Borrower, the scope of which engagement must be reasonably satisfactory to the Required Lenders in their sole discretion. The Borrower and its Subsidiaries must cooperate with the Financial Advisor to satisfy its terms of engagement.

Books and Records; Inspection Rights. (a) The Parent Borrower shall, and shall cause each of its Subsidiaries Restricted Subsidiary to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Parent Borrower shall, and shall cause each of its Subsidiaries Restricted 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 and as often as reasonably requested; providedprovided that (x) if no Event of Default has occurred and is continuing, however, that when such visits shall be limited to twice a year and (y) during the continuance of 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 Parent Borrower at any time during normal business hours and without advance but with reasonable prior notice. All such inspections or audits by the Administrative Agent or any such Lender shall be held at the Borrower’s headquarters or such other locations where the material books and records of the Loan Parties are kept and will be at the ParentBorrower’s expense; provided that so long as no Event of Default exists, the Parent Borrower shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Yearfiscal year. The Parent hereby authorizes Notwithstanding the foregoing, the Borrower and instructs its independent accountants Restricted Subsidiaries shall not be required to discuss disclose any information to the Parent’s affairsextent that the Borrower or such Restricted Subsidiary has determined in good faith that (i) it is prohibited from furnishing such other information by (x) Applicable Law, finances or (y) a confidentiality obligation owed by the Borrower or any Subsidiary to any third party (provided that such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.6) unless mutually agreeable arrangements are made by the Borrower or such Subsidiary with such third party (and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such any Lender’s reasonable request. (b) The Parent will provide , the Borrower or such Subsidiary shall take all commercially reasonable efforts to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred cause such arrangement to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development be made with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine information relating to assess the status any Material Contract), it being understood and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests agreed that this Section 5.6 shall not be more than once a monthapplied to augment the periodic reporting obligations of the Borrower under this Agreement, unless there has been a material adverse development with respect (ii) constitutes non-financial trade secrets or non-financial proprietary information, or (iii) such information is subject to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such or constitutes attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6work product.

Books and Records; Inspection Rights. (a) The Parent Each Loan Party shall, and shall cause each Subsidiary of its Subsidiaries the Borrower to, keep proper books of record and account in which fullcomplete and accurate entries, true and correct entries in all material respects, in conformity with IFRS consistently applied are made of all dealings and transactions in relation to its assets, business and activities. The Parent . (b) Each Loan Party shall, and shall cause each Subsidiary of its Subsidiaries the Borrower 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 and as often as reasonably requested; providedprovided that, however, that when a Default exists or Event of Default has occurred or is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and without advance notice. All such inspections or audits by the Administrative Agent shall be at the ParentBorrower’s expense; provided that (i) so long as no Default or Event of Default exists, the Parent Borrower shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Yearfiscal year and (ii) any such reimbursement shall be limited to reasonable and documented expenses. The Parent Borrower hereby authorizes and instructs its independent accountants to discuss the ParentBorrower’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such LenderXxxxxx’s request. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6; provided, at such times and intervals (but in any event no more than once a monththat, unless there has an Event of Default shall have occurred and is continuing, the Borrower shall have been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided afforded a reasonable opportunity to be present during such discussion) at any such reports with the discussions. The Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect and each Xxxxxx agrees to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose keep all information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights obtained by them pursuant to this Section confidential in accordance with Section 9.12. Notwithstanding the foregoing, no Loan Party or Subsidiary thereof shall be required to disclose any information to the extent that (i) such Loan Party or Subsidiary is prohibited from furnishing such other information (x) by Applicable Law or (y) a binding confidentiality obligation owed by such Loan Party or such Subsidiary to any third party (provided that such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.6), it being understood and agreed that this Section 5.6 shall not be applied to augment the periodic reporting obligation of any Loan Party under this Agreement, (ii) such information constitutes non-financial trade secrets or non-financial proprietary information or (iii) such information is subject to attorney client privilege or constitutes attorney work product; provided that, in each case, the Borrower shall provide notice to the Administrative Agent that such information is being withheld and (other than with respect to clause (iii) above) the Borrower shall use its commercially reasonable efforts to obtain the relevant consents and to communicate, to the extent both feasible and permitted under applicable law or confidentiality obligation, the applicable information.

Books and Records; Inspection Rights. SYX will and will cause each of the other Loan Parties to, (a) The Parent shallkeep proper financial records in accordance with GAAP, and shall cause each of its Subsidiaries to, (b) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Parent shall, activities and shall cause each of its Subsidiaries to, (c) permit any representatives designated by the Administrative Agent or any LenderLender (including employees of the Administrative Agent, any Lender or any consultants, accountants and agents retained by Administrative Agent), as and when determined by the Administrative Agent, upon reasonable prior noticenotice and during normal business hours, to visit and inspect its properties, to examine conduct at such Loan Party’s premises field examinations of such Loan Party’s assets, liabilities, books and make records, including examining and making 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, however, that when a Default exists the Loan Parties shall be responsible to pay the fees and expenses of the Administrative Agent or and such professionals with respect to one such examination and evaluation conducted during any Lender 12 month period and one additional field examination (or for a total of 2 field exams during any of their respective representatives12 month period) may do any of the foregoing at the expense of the Parent at any time that Borrowing Base Availability falls below the greater of (x) Ten Million Dollars ($10,000,000) and (y) 15% of the then applicable aggregate Commitment. Additionally, there shall be no limit on the number or frequency of field examinations if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any field examinations conducted while an event of Default has occurred and is continuing. After the occurrence and during normal business hours the continuance of any Event of Default, each Loan Party shall provide the Administrative Agent and without advance notice. All such inspections or audits each Lender with any and all information reasonably requested by the Administrative Agent shall be at the Parentto contact directly each Loan Party’s expense; provided that so long as no Default exists, the Parent shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Yearvendors and suppliers. The Parent hereby authorizes Loan Parties acknowledge that Administrative Agent, after exercising its rights of inspection, may prepare and instructs its independent accountants distribute to discuss the Parent’s affairs, finances and condition with Lenders certain Reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s requestLenders. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6.

Books and Records; Inspection Rights. (a) The Parent shallEach Borrower will, and shall will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activitiesactivities in conformity with GAAP and all requirements of law. The Parent shallBorrowers shall at all times maintain an automated account receivable reporting system satisfactory to the Agent. Each Borrower will, and shall will cause each of its Subsidiaries to, permit any representatives or independent contractors designated by the Administrative Agent (including, without limitation, financial advisors retained by or for the benefit of the Agent or any Lenderthe Lenders), upon reasonable prior notice, at the expense of the Borrowers, to visit and inspect during normal business hours its properties, to inspect and verify the Collateral, 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. Upon the request of the Agent, howevereach Borrower will use commercially reasonable efforts to provide the Agent and each Lender with access to its suppliers. In addition to and not in limitation of any other inspection rights set forth above in this Section 7.06, that when a Default exists each Borrower will, and will cause its Subsidiaries to, permit the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Parent at any time during normal business hours and without advance notice. All such inspections or audits representatives designated by the Administrative Agent shall be at the Parent’s expense; provided that so long as no Default exists(including any third party consultants, the Parent shall not be required accountants, lawyers and appraisers) to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lenderconduct, at the Administrative Borrowers’ sole cost and expense, commercial field examinations of the business, operations and assets of the Borrowers at such time or times as the Agents may determine. The Borrowers acknowledge that the Agent’s , after exercising its right of inspection and right to conduct or such Lender’s request. (b) The Parent will provide cause to be conducted commercial field examinations, may prepare and distribute to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect Lenders certain Reports pertaining to the outcome of such litigation) as Borrowers’ assets for internal use by the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings Agents and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6Lenders.

Books and Records; Inspection Rights. (a) The Parent Borrower shall, and shall cause each of its Subsidiaries Subsidiary to, keep proper books of record and account in which full, true full 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 accounting entries for accounting months not yet closed). The Parent Borrower shall, and shall cause each of its Subsidiaries Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior written notice, to visit and inspect its propertiesProperties, 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; providedprovided that, howeverso long as no Event of Default has occurred and is continuing, that (i) such visits and inspections shall be limited to one per 119 calendar year and when a 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 Parent Borrower at any time during normal business hours and without advance noticenotice and (ii) only the Administrative Agent on behalf of the Lenders (provided that a representative of the Lenders may accompany the Administrative Agent) may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 8.08. All such inspections or audits by the Administrative Agent conducted in accordance with this Section 8.08 shall be at the ParentBorrower’s reasonable expense; provided that so long as no Default exists, the Parent shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Year. The Parent Borrower hereby authorizes and instructs its independent accountants to discuss the ParentBorrower’s affairs, finances and condition with the Administrative Agent and any LenderAgent, at the Administrative Agent’s request. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 8.08, none of the Loan Parties will be required to disclose, permit the inspection, examination, or such Lender’s request. discussion of, any document, information or other matter that (ba) The Parent will provide in respect of which disclosure to the Administrative Agent written or verbal reports on the status of the litigation set forth in any Lender (or referred to in Schedule 3.6, at such times and intervals their respective representatives or contractors) is prohibited by (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigationi) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss applicable law or (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussionii) any such reports with bona fide arm’s length third party contract binding on a Loan Party (so long, in the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms case of this clause subclause (ii), such confidentiality obligation was not created or entered into in contemplation of this provision) or (b) shall not be deemed is subject to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client or similar privilege between such or constitutes attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6work product.

Books and Records; Inspection Rights. (a) The Parent shallIt will, and shall will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Parent shallIt will, and shall will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior noticenotice and at reasonable times, 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 and with reasonable advance notice as often as reasonably requested; provided, however, that when a Default exists the Administrative Agent may request. It will, and will cause each of its Subsidiaries to, pay all reasonable and documented out‑of‑pocket expenses incurred by the Administrative Agent (a) so long as no Default has occurred and is continuing, for no more than two (2) such inspections each calendar year and (b) during a continuing Default, all such inspections. During the course any inspections, audits and other visits and discussions permitted under this Section 8.06 or elsewhere under the Loan Documents, representatives of the Administrative Agent (or any Lender (or any of their respective representativesrepresentatives or contractors)) may do encounter individually identifiable healthcare information as defined under HIPAA, or other confidential information relating to healthcare patients (collectively, the “Confidential Healthcare Information”). Unless otherwise required by any applicable laws, the Administrative Agent, the Lenders and their representatives shall not require or perform any act that would cause the Borrower or any other Person to violate any Healthcare Laws, including HIPAA, including, without limitation, as a result of the foregoing at disclosure of any Confidential Healthcare Information. In the expense of the Parent at any time during normal business hours and without advance notice. All such inspections or audits by event that the Administrative Agent shall be (or any Lender (or their respective representatives or contractors)) proposes to undertake activities that the Borrower reasonably believes would constitute services of a “business associate” under HIPAA, including the disclosure of any protected Confidential Healthcare Information, the parties hereto agree to review the matter and, where appropriate, the Administrative Agent (or applicable Lender (or such respective representatives or contractors)) may take action to comply with HIPAA, and shall, upon the Borrower’s reasonable request and at the ParentBorrower’s expense; provided that so long as no Default exists, execute a business associate agreement with the Parent applicable Person. Notwithstanding anything to the contrary herein, neither the Borrower nor any Subsidiary shall not be required to reimburse deliver, disclose, permit the Administrative Agent for inspections inspection, examination or audits more frequently than once making of copies of or excerpts from, or any discussion of, any document, information, or other matter (i) in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide respect of which disclosure to the Administrative Agent written (or verbal reports on the status of the litigation set forth in any Lender (or referred their respective representatives or contractors)) is prohibited by applicable law, (ii) that is subject to in Schedule 3.6, at such times and intervals attorney-client or similar privilege or constitutes attorney work product or (but in any event no more than once a month, unless there has been a material adverse development iii) with respect to which any Loan Party owes confidentiality obligations (to the outcome extent not created in contemplation of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the ParentLoan Party’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to Obligations under this Section 5.6.8.06) to any third party. ‑76‑

Books and Records; Inspection Rights. (a) The Parent Borrower shall, and shall cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Parent Borrower shall, and shall cause each of its Subsidiaries 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 and as often as reasonably requested; provided, however, that when a 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 Parent Borrower at any time during normal business hours and without advance notice. All such inspections or audits by the Administrative Agent Lender shall be at the ParentBorrower’s expense; provided that so long as no Default exists, the Parent Borrower shall not be required to reimburse the Administrative Agent Lender for inspections or audits more frequently than once in each Fiscal Yearaudits. The Parent Upon and during the continuance of an Event of Default, the Borrower hereby authorizes and instructs its independent accountants to discuss the ParentBorrower’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request; provided however the Borrower shall be included in such discussions. (b) The Parent Borrower will provide to the Administrative Agent Lender written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent Lender shall reasonably determine request to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent Borrower will also cause the ParentBorrower’s legal counsel in connection with such litigation to be available to discuss (provided the ParentBorrower’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent Lender at the reasonable request of the Administrative Agent Lender (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the ParentBorrower. The Parent Borrower shall pay the fees of counsel incurred in connection with the Administrative AgentLender’s exercise of its rights pursuant to this Section 5.6.

Books and Records; Inspection Rights. (a) The Parent Borrower shall, and shall cause each of its Subsidiaries Restricted Subsidiary to, keep proper books of record and account in which full, true full 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 accounting entries for accounting months not yet closed). The Parent Borrower shall, and shall cause each of its Subsidiaries Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any LenderBank, upon reasonable prior written notice, to visit and inspect its propertiesProperties, 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; providedprovided that, howeverso long as no Event of Default has occurred and is continuing, that (i) such visits and inspections shall be limited to one per calendar year and when a an Event of Default exists the Administrative Agent or any Lender Bank (or any of their respective representatives) may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and without advance noticenotice and (ii) only the Administrative Agent on behalf of the Banks (provided that a representative of the Banks may accompany the Administrative Agent) may exercise visitation and inspection rights of the Administrative Agent and the Banks under this Section 8.08. All such inspections or audits by the Administrative Agent conducted in accordance with this Section 8.08 shall be at the ParentBorrower’s reasonable expense; provided that so long as no Default exists, the Parent shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Year. The Parent Borrower hereby authorizes and instructs its independent accountants to discuss the ParentBorrower’s affairs, finances and condition with the Administrative Agent and any LenderAgent, at the Administrative Agent’s request. The Administrative Agent and the Banks shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 8.08, none of the Credit Parties will be required to disclose, permit the inspection, examination, or such Lender’s request. discussion of, any document, information or other matter (ba) The Parent will provide in respect of which disclosure to the Administrative Agent written or verbal reports on the status of the litigation set forth in any Bank (or referred to in Schedule 3.6, at such times and intervals their respective representatives or contractors) is prohibited by (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigationi) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss applicable law or (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussionii) any such reports with bona fide arm’s length third party contract binding on a Credit Party (so long, in the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms case of this clause subclause (ii), such confidentiality obligation was not created or entered into in contemplation of this provision) or (b) shall not be deemed is subject to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client or similar privilege between such or constitutes attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6work product.

Books and Records; Inspection Rights. (a) The Parent shallCompany will, and shall will cause each of its Subsidiaries Subsidiary to, (i) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Parent shall, activities and shall cause each of its Subsidiaries to, (ii) permit any representatives designated by the Administrative Agent or any Lender (including employees of the Administrative Agent or any Lender, or any consultants, accountants, lawyers and appraisers retained 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, including environmental assessment reports and Phase I or Phase II studies, 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. The Company and the Subsidiaries acknowledge that the Administrative Agent or any Lender, howeveras the case may be, that when a Default exists after exercising its rights of inspection, may prepare certain Reports pertaining to the Company's and its Subsidiaries' assets for internal use by the Administrative Agent or such Lender. The Company will permit the Administrative Agent or any Lender (to conduct field audit examinations of the Company's and its Subsidiaries' assets, liabilities, books and records once per calendar year; provided, that the Company will permit the Administrative Agent or any of their respective representatives) may do any of the foregoing at the expense of the Parent Lender to conduct such examinations at any time and with any reasonable frequency after the occurrence and during normal business hours and without advance noticethe continuation of a Default. All In connection with such inspections or audits by field audits, the Company will permit the Administrative Agent shall be at or any Lender to make test verifications of the Parent’s expense; provided that so long as no Default exists, the Parent shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition Accounts with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s requestLoan Party's customers." (bl) The Parent will provide to the Administrative Agent written or verbal reports on the status Section 5.09 of the litigation set forth Credit Agreement is hereby restated in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) its entirety as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6.follows:

Books and Records; Inspection Rights. (a) The Parent shall, Borrower and shall cause each of its Subsidiaries to, shall keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities which fairly record such transactions and activities. The Parent shall, Borrower and shall cause each of its Subsidiaries to, shall permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, Lender to visit and inspect its properties, to examine and make extracts from its books and records, to conduct audits, physical counts, valuations, appraisals or examinations (whether by internal commercial finance examiners or independent auditors) of all Collateral and the Borrower and each of its Subsidiaries, and to discuss its affairs, finances and condition with its officers and independent accountants, all accountants at such any reasonable times and as often frequently as reasonably requested; providedthe Agent deems appropriate provided that, however, that when a 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 Parent at any time during normal business hours and without advance notice. All such inspections or audits by the Administrative Agent shall be at the Parent’s expense; provided that so long as no Default existshas occurred and is continuing, (i) all such visits shall be on reasonable prior notice, at reasonable times during regular business hours, and (ii) the Agent and the Lenders shall not conduct any such audit, valuation or appraisal, in each case, more than once each year. The Borrower shall, in accordance with Section 4.01, reimburse the Agent and the Lenders for all costs incurred in connection with such audits, physical counts, valuations, appraisals or examinations. Each of the Loan Parties authorizes the Agent and, if accompanied by the Agent, the Parent Lenders to communicate directly with such Loan Party's independent certified public accountants and authorizes such accountants to disclose to the Agent and the Lenders any and all financial statements and other supporting financial documents and schedules including copies of any management letters with respect to the business, financial condition and other affairs of the Borrower or any of its Subsidiaries. At the request of the Agent, each Loan Party shall deliver a letter addressed to such accountants instructing them to comply with the provisions of this Section 7.01(f). The Loan Parties, in consultation with the Agent, will arrange for a meeting to be held at least once every year (and after the occurrence and during the continuance of a Default, more frequently, if requested by the Agent or the Required Lenders) with the Lenders and the Agent hereunder at which the business and operations of the Loan Parties are discussed. The Loan Parties will permit environmental consultants selected by the Agent to visit the properties of the Loan Parties and perform examinations of the Real Property Assets of the Loan Parties at such times and with such frequencies as the Agent or any Lender shall reasonably request; PROVIDED that, so long as no Default has occurred and is continuing, the Agent and the Lenders shall not request that the Real Property Assets of the Loan Parties be required to reimburse the Administrative Agent for inspections or audits examined by environmental consultants more frequently than once in each Fiscal Yearevery year commencing on the first anniversary of the Effective Date. The Parent hereby authorizes and instructs its independent accountants to discuss Borrower shall reimburse the Parent’s affairs, finances and condition with the Administrative Agent and any Lenderthe Lenders for all fees, at the Administrative Agent’s or costs and expenses charged by such Lender’s requestenvironmental consultants for each such examination. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6.

Books and Records; Inspection Rights. SYXGIC will and will cause each of the other Loan Parties to, (a) The Parent shallkeep proper financial records in accordance with GAAP, and shall cause each of its Subsidiaries to, (b) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Parent shall, activities and shall cause each of its Subsidiaries to, (c) permit any representatives designated by the Administrative Agent or any LenderLender (including employees of the Administrative Agent, any Lender or any consultants, accountants and agents retained by Administrative Agent), as and when determined by the Administrative Agent, upon reasonable prior noticenotice and during normal business hours, to visit and inspect its properties, to examine conduct at such Loan Party’s premises field examinations of such Loan Party’s assets, liabilities, books and make records, including examining and making 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, however, that when a Default exists the Loan Parties shall be responsible to pay the fees and expenses of the Administrative Agent or and such professionals with respect to one such examination and evaluation conducted during any Lender 12 month period and one additional field examination (or for a total of 2 field exams during any of their respective representatives12 month period) may do any of the foregoing at the expense of the Parent at any time that Borrowing Base Availability falls below the greater of (x) Ten Million Dollars ($10,000,000) and (y) 15% of the then applicable aggregate Commitment. Additionally, there shall be no limit on the number or frequency of field examinations if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any field examinations conducted while an event of Default has occurred and is continuing. After the occurrence and during normal business hours the continuance of any Event of Default, each Loan Party shall provide the Administrative Agent and without advance notice. All such inspections or audits each Lender with any and all information reasonably requested by the Administrative Agent shall be at the Parentto contact directly each Loan Party’s expense; provided that so long as no Default exists, the Parent shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Yearvendors and suppliers. The Parent hereby authorizes Loan Parties acknowledge that Administrative Agent, after exercising its rights of inspection, may prepare and instructs its independent accountants distribute to discuss the Parent’s affairs, finances and condition with Lenders certain Reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s requestLenders. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6.

Books and Records; Inspection Rights. Each Loan Party will, and will cause each Orthofix Entity to, (a) The Parent shall, and shall cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Parent shall, activities and shall cause each of its Subsidiaries to, (b) permit any representatives designated by the Administrative Agent (including employees of the Administrative Agent, or any Lenderconsultants, accountants, lawyers, agents and appraisers retained by the Administrative Agent), upon reasonable prior notice, to visit and inspect its properties, to examine conduct at the Orthofix Entities’ premises field examinations of the Orthofix Entity’s assets, liabilities, books and make records, including examining and making extracts from its books and records, environmental assessment reports and Phase I or Phase II studies, 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, however, that (i) so long as no Default or Event of Default has occurred and is continuing, the Borrowers shall only be obligated to pay the expenses of the Administrative Agent in connection with one such visit, inspection and discussion per fiscal year and (ii) when a an Event of Default exists the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or independent contractors) may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and without advance notice. All The Administrative Agent and the Lenders shall give the Company the opportunity to participate in any discussions with the Company’s independent public accountants; provided that the Administrative Agent and/or the Lenders shall give the Company not less than ten (10) Business Days’ notice prior to initiating discussions with the Company’s independent public accountants. Notwithstanding the foregoing, no Orthofix Entity shall be required to disclose (a) any materials subject to a confidentiality obligation binding upon such inspections Orthofix Entity to the extent such disclosure would violate such obligation or audits (b) any communications protected by attorney-client privilege the disclosure or inspection of which would waive such privilege. The Loan Parties acknowledge that subject to Section 9.12, the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Orthofix Entities’ assets for internal use by the Administrative Agent shall be at the Parent’s expense; provided that so long as no Default exists, the Parent shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6Lenders.

Books and Records; Inspection Rights. (a) The Parent shallBorrower will, and shall will cause each of its Material Subsidiaries to, keep proper books of record and account in which full, true full and correct entries are made of all dealings and financial transactions in relation to its business and activitiesactivities in accordance with GAAP or the accounting standard applicable in the jurisdiction where such books and records are kept. The Parent shallBorrower will, and shall will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior noticenotice and at the Administrative Agent’s or such Lender’s expense if no Default or Event of Default exists and at the Borrower’s expense if a Default or an Event of Default exists, 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 so long as no Default or Event of Default has occurred and is continuing, no more than two (2) such visits or inspections shall be permitted in any calendar year pursuant to this Section; provided, howeverfurther, that when a Default exists any Information (as defined in Section 9.12) provided to any Person in connection with any such visit or inspection shall be subject to the provisions of Section 9.12 and such Person shall have been made aware of the provisions of Section 9.12. Notwithstanding the foregoing or any other provision of this Agreement, in no event will the Borrower or its Subsidiaries be required to disclose to the Administrative Agent or any Lender information (A) which constitutes non-financial trade secrets or non-financial proprietary information, (B) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or contractual obligations binding on the Borrower or such Subsidiary (other than any contractual obligation between or among the Borrower and any of their respective representativesits Subsidiaries), or (C) may do which is subject to attorney-client or similar privilege or constitutes attorney work-product; provided, further, that, in the case of any of disclosure which is prohibited by binding contractual obligations or which is subject to attorney- client or similar privilege or constitutes attorney work-product, the foregoing at the expense of the Parent at any time during normal business hours and without advance notice. All Borrower or such inspections or audits by Subsidiary shall notify the Administrative Agent shall be at the Parent’s expense; provided that so long as no Default exists, the Parent shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at reason that such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall requested information is not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); being provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6.

Books and Records; Inspection Rights. (a) The Parent shallEach Loan Party will, and shall will cause each of its Subsidiaries Subsidiary to, (i) keep proper books of record and account in which full, true and correct entries in all material respects in conformity with GAAP, are made of all dealings and transactions in relation to its business and activities. The Parent shall, activities and shall cause each of its Subsidiaries to, (ii) permit any representatives designated by the Administrative Agent or any LenderLender (including employees of the Administrative Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent), upon reasonable prior noticenotice during normal business hours, to visit and inspect its properties, to conduct field examinations, to examine and make extracts from its books and records, including environmental assessment reports and Phase I or Phase II studies, 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, however, however that when a Default exists the Administrative Agent or any Lender (or any of their respective representatives) may do any Financial Officers of the foregoing at the expense of the Parent at any time during normal business hours and without advance notice. All such inspections or audits by the Administrative Agent Borrowers shall be at entitled to participate in any discussion or meeting with the Parent’s expense; provided that so long as no Default existsaccountants and, absent the Parent continuance of an Event of Default, Borrowers shall not be required to reimburse the Administrative Agent or the Lenders for more than one visit (increased to two such visits in the event that at least 180 days have passed since the last field examination and Aggregate Availability is less than the Level 3 Availability Amount at any time since the last field examination) (and if there is more than one such visit in a fiscal year due to the immediately preceding parenthetical or due to the occurrence and continuance of an Event of Default, the Administrative Agent shall be reimbursed for its visits before any Lender is so reimbursed for its visits) in any fiscal year (it being understood without limitation of the foregoing that there shall be no limitation on the frequency of such visits and inspections (x) if an Event of Default shall have occurred and be continuing or audits more frequently than once in (y) such visit and/or inspection is paid for by the relevant Lender). After the occurrence and during the continuance of any Event of Default, each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with Loan Party shall provide the Administrative Agent and any Lender, at each Lender with contact information relating to its suppliers. The Loan Parties acknowledge that the Administrative Agent’s or such Lender’s request, 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. (bk) The Parent will provide to the Administrative Agent written or verbal reports on the status Section 5.11 of the litigation set forth Credit Agreement is hereby amended and restated in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) its entirety as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6.follows:

Books and Records; Inspection Rights. (a) The Parent shallGuarantor will, and shall will cause each of its Material Subsidiaries and the Lessee to, keep proper books of record and account in which fullaccordance with, true and correct entries are made of all dealings and transactions in relation to its business and activitiesthe extent required by, GAAP (or, if applicable, IFRS or such other non-GAAP accounting standards). The Parent shallGuarantor will, and shall will cause each of its Material Subsidiaries (including the Lessee) to, permit any representatives designated by the Lessor and/or Administrative Agent or any Lender, upon reasonable prior noticeAgent, to visit and inspect its properties, to examine and make extracts from its books and records, records and to discuss its affairs, finances and condition with its officers relevant Financial Officers and, so long as the Parent Guarantor or such Subsidiary shall have received reasonable notice thereof and a reasonable opportunity to participate in such discussion (and, if such participation is elected, the Parent Guarantor participated), its independent accountants, all in any such case, at such reasonable times during normal business hours as mutually agreed and, unless an Event of Default has occurred and as often as reasonably requestedis continuing, no more than one time in any calendar year upon reasonable prior written notice to the Parent Guarantor; provided, however, provided that when a Default exists any such inspection and examination and extracts shall not entitle the Administrative Agent or any Lender Participant to receive, and neither the Parent Guarantor nor any of its Subsidiaries shall be required to disclose, provide or deliver, any documents or information (i) that would result in a loss of attorney-client privilege or claim of attorney work product, (ii) that would result in disclosure of any information related to the equityholders of the Parent Guarantor or the arrangements among such equityholders or other sensitive or proprietary information (including non-financial trade secrets and non-financial proprietary information) related to the business of the Parent Guarantor or any of its Subsidiaries or (iii) to the extent the disclosure thereof would violate any laws, rules or regulations applicable to, or any confidentiality obligation binding on, the Parent Guarantor or its Subsidiaries; provided further that (A) so long as no Event of Default has occurred and is continuing, none of the Guarantors or Lessee shall be required to reimburse the Lessor or Administrative Agent or any of their respective representatives) may do any of the foregoing at the expense of the Parent at any time during normal business hours representatives for fees, costs and without advance notice. All such inspections or audits by the Administrative Agent shall be at the Parent’s expense; provided that so long as no Default exists, the Parent shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred 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, and (B) if an Event of Default has occurred and is continuing, the Administrative Agent and/or Lessor may exercise its rights pursuant to of inspection granted under this Section 5.6.8(f) as often as reasonably requested upon reasonable prior written notice to the Parent Guarantor. 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. Regeneron Pharmaceuticals, Inc. Third Amended and Restated Guaranty

Books and Records; Inspection Rights. Each Borrower will, (a) The Parent shall, and shall cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Parent shall, activities and shall cause each of its Subsidiaries to, (b) permit any representatives designated by the Administrative Agent or any LenderLender (including employees of the Administrative Agent, upon reasonable prior noticeany Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent), to visit and inspect its properties, to examine conduct at such Borrower’s premises, field examinations and make inventory appraisals of such Borrower’s assets, liabilities, books and records, including examining and making extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, in each case upon reasonable prior notice (which shall not be less than ten (10) Business Days so long as no Event of Default has occurred or is continuing) and all at such reasonable times and times, during normal business hours, as often as reasonably requested; provided, however, that when a Default exists the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing requested and at the expense of the Parent at any time during normal business hours and without advance notice. All such inspections or audits by the Administrative Agent shall be at the Parent’s expenseBorrowers; provided that (i) so long as no Event of Default existshas occurred and is continuing, the Parent shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and the Lenders shall not conduct more than three (3) in the aggregate of such field examinations, visits, inspections or inventory appraisals during any Lenderfiscal year of the Borrowers at the expense of the Borrowers; provided that the Administrative Agent, in its sole discretion, will determine the composition of such field examinations or inventory appraisals, and shall conduct at least one (1) field examination and one (1) inventory appraisal per fiscal year of the Borrowers, with the third review to be at the Administrative Agent’s reasonable discretion; and (ii) so long as no Event of Default has occurred and is continuing and Availability is less than or such Lender’s request. (b) The Parent will provide equal to $100,000,000, the Administrative Agent written and the Lenders shall be permitted to conduct one (1) additional field examination or verbal reports on the status appraisal during any fiscal year of the litigation Borrowers at the expense of the Borrowers. For the avoidance of doubt, the foregoing limitations set forth in or referred to in Schedule 3.6this Section shall not apply if an Event of Default has occurred and is continuing. The Borrowers acknowledge that the Administrative Agent, at such times after exercising its rights of inspection, may prepare and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect distribute to the outcome of such litigation) as Lenders certain Reports pertaining to the Borrowers’ assets for internal use by the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6Lenders.

Books and Records; Inspection Rights. (a) The Parent shallEach Loan Party will, and shall will cause each of its Subsidiaries Subsidiary to, (i) keep proper books of record and account in which full, true and correct entries in all material respects in conformity with GAAP, are made of all dealings and transactions in relation to its business and activities. The Parent shall, activities and shall cause each of its Subsidiaries to, (ii) permit any representatives designated by the Administrative Agent or any LenderLender (including employees of the Administrative Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent), upon reasonable prior noticenotice during normal business hours, to visit and inspect its properties, to conduct field examinations, to examine and make extracts from its books and records, including environmental assessment reports and Phase I or Phase II studies, 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, however, however that when a Default exists the Administrative Agent or any Lender (or any of their respective representatives) may do any Financial Officers of the foregoing at the expense of the Parent at any time during normal business hours and without advance notice. All such inspections or audits by the Administrative Agent Borrowers shall be at entitled to participate in any discussion or meeting with the Parent’s expense; provided that so long as no Default existsaccountants and, absent the Parent continuance of an Event of Default, Borrowers shall not be required to reimburse the Administrative Agent or the Lenders for more than two visits (and if there are more than two such visits in a fiscal year, the Administrative Agent shall be reimbursed for its visits before any Lender is so reimbursed for its visits) in any fiscal year (it being understood without limitation of the foregoing that there shall be no limitation on the frequency of such visits and inspections (x) if an Event of Default shall have occurred and be continuing or audits more frequently than once in (y) such visit and/or inspection is paid for by the relevant Lender). After the occurrence and during the continuance of any Event of Default, each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with Loan Party shall provide the Administrative Agent and any Lender, at each Lender with contact information relating to its suppliers. The Loan Parties acknowledge that the Administrative Agent’s or such Lender’s request. (b) The Parent will provide , 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 written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6Lenders.

Books and Records; Inspection Rights. (a) The Parent shall, Borrower and shall cause each of its Subsidiaries to, shall keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities which fairly record such transactions and activities. The Parent shall, Borrower and shall cause each of its Subsidiaries to, shall permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, Lender to visit and inspect its properties, to examine and make extracts from its books and records, to conduct audits, physical counts, valuations, appraisals or examinations and verifications (whether by internal commercial finance examiners or independent auditors) of all Collateral and the Borrower and each of its Subsidiaries, and to discuss its affairs, finances and condition with its officers and independent accountants, all accountants at such any reasonable times and as often frequently as reasonably requestedthe Agent deems appropriate; providedPROVIDED that, however, that when a 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 Parent at any time during normal business hours and without advance notice. All such inspections or audits by the Administrative Agent shall be at the Parent’s expense; provided that so long as no Default existshas occurred and is continuing, (x) all such visits shall be on reasonable prior notice, at reasonable times during regular business hours and (y) the Parent Agent shall not be required to reimburse the Administrative Agent for inspections or audits conduct commercial finance examinations more frequently than once in each Fiscal Yearany 180 day period; and PROVIDED further that after the occurrence and during the continuance of any Default, the Agent and the Lenders may visit at any reasonable times. The Parent hereby Borrower shall reimburse the Agent and the Lenders for all examination and inspections costs, internal costs at the Agent's customary rates in effect from time to time, plus all out-of-pocket expenses incurred in connection with such audits, physical counts, valuations, appraisals or examinations. Each of the Credit Parties authorizes the Agent and, if accompanied by the Agent, the Lenders to communicate directly with such Credit Party's independent certified public accountants and instructs its independent authorizes such accountants to discuss disclose to the Parent’s affairs, finances and condition with the Administrative Agent and the Lenders any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status and all financial statements and other supporting financial documents and schedules including copies of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development management letters with respect to the outcome business, financial condition and other affairs of such litigation) as the Administrative Agent shall reasonably determine to assess Borrower or any of its Subsidiaries. At the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests Agent, each Credit Party shall not be more than once deliver a month, unless there has been a material adverse development letter addressed to such accountants instructing them to comply with respect to the outcome of such litigation); provided, however, that the terms provisions of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.67.

Books and Records; Inspection Rights. (a) The Parent shallEach Loan Party will, and shall will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activitiesactivities in conformity with GAAP and all requirements of law. The Parent shallLoan Parties shall implement by January 31, 2008 and shall at all times thereafter maintain an automated account receivable reporting system reasonably satisfactory to the Administrative Agent. Each Loan Party will, and shall will cause each of its Subsidiaries to, permit any representatives or independent contractors designated by the Administrative Agent or any LenderAgents, upon reasonable prior notice, at the expense of the Borrowers, to visit and inspect during normal business hours its properties, to inspect and verify the Collateral, 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, however, provided that when a 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 Parent at any time during normal business hours and without advance notice. All such inspections or audits by the Administrative Agent shall be at the Parent’s expense; provided that limited to twice per calendar year so long as no Default or Event of Default exists. After the occurrence and during the continuance of any Event of Default, each Loan Party will use commercially reasonable efforts to provide the Parent shall Agents and each Lender with access to its suppliers. In addition to and not be required in limitation of any other inspection rights set forth above in this Section 5.06, each Loan Party will, and will cause its Subsidiaries to, permit the Agents or any representatives designated by the Agents (including any third party consultants, accountants, lawyers and appraisers) to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lenderconduct, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide Loan Parties’ sole cost and expense, up to the Administrative Agent written or verbal reports on the status two commercial field examinations of the litigation set forth in or referred to in Schedule 3.6business, at such times operations and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to assets of the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigationLoan Parties, including a report on without limitation, the issuance of significant rulings and assets including in the taking of important testimony. The Parent will also cause Borrowing Base, in each twelve month period following the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation)Effective Date; provided, however, that during the terms time that a Default or an Event of this clause (b) shall not Default has occurred and is continuing the Agents may conduct, at the Loan Parties’ sole cost and expense, field examinations with greater frequency and at such additional time or times as the Agents may determine. The Loan Parties acknowledge, that the Agents, after exercising their right of inspection and right to conduct or cause to be deemed conducted commercial field examinations, may prepare and distribute to authorize or require any attorney the Lenders certain Reports pertaining to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney Loan Parties’ assets for internal use by the Agents and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6Lenders.

Books and Records; Inspection Rights. Each Loan Party will, and will cause each Orthofix Entity to, (a) The Parent shall, and shall cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Parent shall, activities and shall cause each of its Subsidiaries to, (b) permit any representatives designated by the Administrative Agent (including employees of the Administrative Agent, or any Lenderconsultants, accountants, lawyers, agents and appraisers retained by the Administrative Agent), upon reasonable prior notice, to visit and inspect its properties, to examine conduct at the Orthofix Entities' premises field examinations of the Orthofix Entity's assets, liabilities, books and make records, including examining and making extracts from its books and records, environmental assessment reports and Phase I or Phase II studies, 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, however, that (i) so long as no Default or Event of Default has occurred and is continuing, the Borrowers shall only be obligated to pay the expenses of the Administrative Agent in connection with one such visit, inspection and discussion per fiscal year and (ii) when a an Event of Default exists the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or independent contractors) may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and without advance notice. All The Administrative Agent and the Lenders shall give the Company the opportunity to participate in any discussions with the Company's independent public accountants; provided that the Administrative Agent and/or the Lenders shall give the Company not less than ten (10) Business Days' notice prior to initiating discussions with the Company's independent public accountants. Notwithstanding the foregoing, no Orthofix Entity shall be required to disclose (a) any materials subject to a confidentiality obligation binding upon such inspections Orthofix Entity to the extent such disclosure would violate such obligation or audits (b) any communications protected by attorney-client privilege the disclosure or inspection of which would waive such privilege. The Loan Parties acknowledge that subject to Section 9.12, the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Orthofix Entities' assets for internal use by the Administrative Agent shall be at the Parent’s expense; provided that so long as no Default exists, the Parent shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimonyLenders. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss First Amended and Restated Credit Agreement (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (bOrthofix), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6.Page 95

Books and Records; Inspection Rights. (a) The Parent shallBorrower will, and shall will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all material dealings and transactions in relation to its business and activities, including any such dealings and transactions to the extent necessary to prepare the consolidated financials of the Borrower and its Subsidiaries in accordance with GAAP. The Parent shallBorrower will, and shall will cause each of its Subsidiaries 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 operating hours and as often as reasonably requested; requested; provided, howeverexcluding any such visits and inspections during the continuation of a Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 5.06 and the Administrative Agent shall not exercise such rights more often than two (2) times during any consecutive four fiscal quarter period absent the existence of a Default and only one (1) such time shall be at the Borrower’s expense; provided, further, that when a Default exists is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and without advance upon at least 24 hours’ notice. All such inspections or audits by The Administrative Agent, the Lenders and their respective representatives and independent contractors shall use commercially reasonable efforts to avoid interruption of the normal business operations of the Loan Parties and their Subsidiaries. The Administrative Agent and the Lenders shall be at give the Parent’s expense; provided that so long as no Default existsLoan Parties the opportunity to participate in any discussions with the independent public accountants of the Loan Parties and their Subsidiaries. Notwithstanding anything to the contrary in this Section 5.06, none of the Parent shall not Loan Parties nor any of their Subsidiaries will be required to reimburse disclose, permit the Administrative Agent for inspections inspection, examination or audits more frequently than once making copies or abstracts of, or discussion of, any document, information or other matter that (i) in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide respect of which disclosure to the Administrative Agent written or verbal reports on the status of the litigation set forth in any Lender (or referred their respective representatives or contractors) is prohibited by Law or any binding agreement or (ii) is subject to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client or similar privilege between such or constitutes attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6work product.

Books and Records; Inspection Rights. Each Loan Party will, and will cause each Subsidiary to, (a) The Parent shall, and shall cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Parent shall, activities and shall cause each of its Subsidiaries to, (b) permit any representatives designated by the Administrative Agent or any LenderLender (including employees of the Administrative Agent, any Lender or any consultants, accountants, lawyers, agents and appraisers retained by the Administrative Agent), upon reasonable prior noticenotice and during normal business hours, to visit and inspect its properties, to examine conduct at the Loan Party’s premises field examinations of the Loan Party’s assets, liabilities, books and make records, including examining and making extracts from its books and records, environmental assessment reports and Phase I or Phase II studies, and to discuss its affairs, finances and condition with its officers and independent accountantsaccountants (and hereby authorizes the Administrative Agent and each Lender to contact its independent accountants directly) and to provide contact information for each bank where each Loan Party has a depository and/or securities account and each such Loan Party hereby authorizes the Administrative Agent and each Lender to contact the bank(s) in order to request bank statements and/or balances, all at such reasonable times and as often as reasonably requested; provided, howeverthat (i) absent the existence of an Event of Default, that when a 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 Parent at any time during normal business hours and without advance notice. All such inspections or audits by the Administrative Agent inspection under this Section 5.06 shall be at limited to one (1) per calendar year and the Parent’s expense; provided that so long as no Default exists, the Parent Borrower shall not only be required to reimburse the Administrative Agent and the Lenders for inspections one (1) such inspection per calendar year, and (ii) notwithstanding anything to the contrary in this Section 5.06, neither the Borrower nor its Subsidiaries will be required to disclose, permit the inspection, examination or audits more frequently than once making copies or abstracts of, or discussion of, any document, information or other matter that consists of (x) materials protected by the attorney-client privilege, (y) materials which the Borrower or such Subsidiary, as applicable, may not disclose without violation of a confidentiality obligation binding upon it and entered into in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants good faith without the intent to discuss the Parent’s affairs, finances and condition with hinder or delay disclosure to the Administrative Agent and Lenders or the disclosure of which is prohibited by law or (z) 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 further, that, if the Borrower or its Subsidiaries rely on any Lenderof the immediately foregoing clause (ii) for any reason, at the Borrower shall advise the Lenders thereof. The Loan Parties acknowledge that the Administrative Agent’s or such Lender’s request. (b) The Parent will provide , 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 written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6Lenders.

Books and Records; Inspection Rights. (a) The Parent shallSuch Obligor will, and shall will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct (in all material respects) entries are made of all dealings and transactions in relation to its business and activities. The Parent shallSuch Obligor will, and shall will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lenderthe Lenders, 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 (financial or otherwise) with its officers and independent accountantsaccountants (so long as a representative of the Borrower is provided a reasonable opportunity to participate in any such discussion), during normal business hours (but not more often than once per year in total for all at such visits and inspections unless an Event of Default has occurred and is continuing) as the Administrative Agent or the Lenders may reasonably request; provided that such representative shall use its commercially reasonable times efforts to minimize disruption to the business and affairs of the Borrower as often a result of any such visit, inspection, examination or discussion. Notwithstanding anything to the contrary contained herein or any other provision of the Loan Documents, no Obligor nor any of its Subsidiaries will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to any Lender (or their respective representatives or contractors) is prohibited by any applicable Law or any binding agreement with a third party (so long as such agreement is not entered into in contemplation of this Agreement) or (iii) that is subject to attorney-client or similar privilege, which could reasonably requested; provided, however, that when a Default exists be expected to be lost or forfeited if disclosed to the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Parent at any time during normal business hours and without advance notice. All such inspections or audits by the Administrative Agent shall be at the Parent’s expense; provided that so long as no Default exists, the Parent shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal YearLender. The Parent hereby authorizes Borrower shall pay all reasonable and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status documented costs of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a monthone (1) such inspection per year unless an Event of Default has occurred and is continuing, unless there has been a material adverse development with respect to in which case the outcome Borrower shall pay all costs of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6inspections.

Books and Records; Inspection Rights. (a) The Parent shallBorrower will, and shall will cause each of its Subsidiaries to, keep maintain proper books of record and account account, in which full, true and correct complete entries are (in all material respects in conformity with GAAP consistently applied) shall be made of all dealings financial transactions and transactions in relation to its matters involving the assets and business and activities. of the Borrower or any Subsidiary, as the case may be. (b) The Parent shallBorrower will, and shall will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior written 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 Borrower’s normal business hours and as often as reasonably requested. The Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute (at the Administrative Agent’s sole cost and expense) to the Lenders certain reports pertaining to the Borrower and its Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders; provided that (I) such representatives shall use commercially reasonable efforts to avoid interruption of the normal business operations of Borrower and the Subsidiaries and (II) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than one time during any calendar year absent the existence of an Event of Default and such time shall be at the Administrative Agent’s sole cost and expense; provided, howeverfurther that (i) when an Event of Default exists, that when a Default exists the Administrative Agent or any Lender (or any of their respective representativesits representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Parent Borrower at any time during normal business hours and without upon reasonable advance notice. All such inspections or audits by notice and (ii) the Administrative Agent shall be at give the ParentBorrower the opportunity to participate in any discussions with the Borrower’s expense; provided that so long as no Default existsindependent public accountants. Notwithstanding anything to the contrary in this Section 5.06, the Parent shall Borrower will not be required to reimburse disclose, permit the Administrative Agent for inspections inspection, examination or audits more frequently than once making copies or abstracts of, or discussion of, any document, information or other matter that (A) constitutes non-financial trade secrets or non-financial proprietary information, (B) in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairsrespect of which access or inspection by, finances and condition with the Administrative Agent and any Lenderor disclosure to, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a monthor its representatives or contractors) is prohibited by applicable law, unless there has been a material adverse development with respect rule or regulation or any binding agreement or (C) is subject to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client or similar privilege between such or constitutes attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6work product.

Books and Records; Inspection Rights. (a) The Parent shallBorrower will, and shall will cause each of its Material Subsidiaries to, keep proper books of record and 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 5.01(b), in form permitting financial statements conforming with GAAP or IFRS (as applicable) to be derived therefrom. The Parent shallBorrower will, and shall will cause each of its Subsidiaries 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, records and to discuss its affairs, finances and condition with its officers and Financial Officers and, provided that the Borrower or such Subsidiary is afforded the opportunity to participate in such discussion, its independent accountants, all in any such case, at such reasonable times during normal business hours and as often as reasonably requestedrequested upon reasonable prior written notice to the Borrower, and subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract; providedprovided that so long as no Event of Default has occurred and is continuing, howeverthe Borrower shall not be required to reimburse the Administrative Agent or any of its representatives for fees, costs and expenses in connection with the Administrative Agent’s exercise of such rights set forth in this sentence more than one time in any calendar year. The Borrower acknowledges that, subject to Section 9.12, the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain reports pertaining to the Borrower and its Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders in connection with the transactions contemplated hereby. Notwithstanding anything to the contrary in this Section 5.06 or any other provision of any Loan Document, neither the Borrower 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 when a Default exists (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representativesdesignated representative) may do is then prohibited by law, rule or regulation or any agreement binding on the Borrower or any of the foregoing at the expense of the Parent at any time during normal business hours and without advance notice. All such inspections its Subsidiaries or audits by the Administrative Agent shall be at the Parent’s expense; provided that so long as no Default exists, the Parent shall not be required (iii) is subject to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client or similar privilege between such or constitutes attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6work-product.

Books and Records; Inspection Rights. (a) The Parent Such Obligor shall, and shall cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made sufficient for the preparation of all dealings and transactions financial statements in relation to its business and activities. The Parent accordance with GAAP. (b) Such Obligor shall, and shall cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any and each VCOC Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, to inspect its facilities and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and intervals (but not more often than once per fiscal year unless an Event of Default has occurred and is continuing) as often Administrative Agent or a VCOC Lender, as reasonably requestedapplicable, may request. (c) Such Obligor shall, and shall cause each of its Subsidiaries to, ensure that Administrative Agent and each VCOC Lender, and any representative designated by Administrative Agent and each VCOC Lender (as applicable), shall be entitled to consult with and advise management of Borrower and its Subsidiaries on matters relating to the operation and business of Borrower and its Subsidiaries, including management’s proposed annual operating plans and budgets, and management shall use commercially reasonable efforts to make itself available to meet with Administrative Agent or such VCOC Lender, or any representatives designated by Administrative Agent or such VCOC Lender, regularly during each year at the facilities of Borrower and its Subsidiaries at mutually agreeable times for such consultation and advice and to review progress in achieving said plans; provided, howeverthat such meetings do not cause any material disruption of the business. (d) To the extent not duplicative with Section 8.15, such Obligor shall permit, and shall cause each of its Subsidiaries to permit, each VCOC Lender or any representative designated by any VCOC Lender to attend all meetings of its Board as a non-voting observer, except that such representative may be excluded from access to such meeting (or portion thereof) or any material during any such meeting if its Board determines in good faith, upon advice of counsel, that when such exclusion is reasonably necessary to preserve attorney-client privilege or to protect highly confidential non-financial trade secrets or non-financial proprietary information of such Obligor. Upon reasonable notice and at a scheduled meeting of the Board of such Obligor or such Subsidiary, as the case may be, or such other time, if any, as such Board may determine in its sole discretion (but no more than two (2) times per year, so long as no Event of Default exists has occurred and is continuing), such Obligor shall, and shall cause each of its Subsidiaries to, ensure that such VCOC Lender or such representative may address such Board with respect to such VCOC Lender’s concerns regarding significant business issues facing Borrower and its Subsidiaries. The VCOC Lenders shall use commercially reasonable efforts to coordinate the exercise of their rights under this clause (d) with one another and with the Administrative Agent or any Lender (or any of their respective representatives) may do any of to the foregoing at the expense of the Parent at any time during normal business hours and without advance notice. All such inspections or audits by extent that the Administrative Agent has any similar rights under this Agreement or any other Loan Document. (e) The Obligors shall be at the Parent’s expensepay all reasonable and documented out-of-pocket costs of all such inspections and meetings; provided provided, that so long as no Event of Default existshas occurred and is continuing, (i) in the case of inspections, the Parent Obligors shall not be required to reimburse pay such expenses for more than one (1) inspection for each fiscal year and (ii) in the Administrative Agent case of meetings, the Obligors shall not be obligated to pay such expenses for inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the one (1) meeting per fiscal year. (f) If Administrative Agent’s or such any VCOC Lender’s request. (b) The Parent will provide outside counsel determines in writing that other rights of consultation are necessary under applicable legal authorities promulgated after the Closing Date to preserve the Administrative Agent written or verbal reports on the status qualification of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s, the VCOC Lender’s exercise or any Lender’s investment as a “venture capital investment” for purposes of its rights pursuant ERISA, the Obligors shall work in good faith to agree to an amendment to this Section 5.68.06 to reflect such other rights at the VCOC Lender’s sole expense.

Books and Records; Inspection Rights. (a) The Parent Credit Parties shall, and shall cause each of its their Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities which fairly record in all material respects such transactions and activities. The Parent Credit Parties shall, and shall cause each of its their Subsidiaries to, permit any representatives of the Agent or any Lender or any independent examiners or advisors designated by the Administrative Agent or any Lenderto visit, upon reasonable prior notice, to visit inspect and inspect audit its properties, to examine examine, audit and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers (including without limitation, the division heads of each Credit Party) and independent accountants, all at such reasonable times and accountants as often frequently as reasonably requested; provided, however, that when a 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 Parent at any time during normal business hours and without advance notice. All such inspections or audits by the Administrative Agent shall be at the Parent’s expensedeems appropriate; provided that that, so long as no Default existshas occurred and is continuing, (i) the Parent Agent and the Lenders, as a group, will not conduct more than two (2) such visits, inspections and audits during any fiscal year, (ii) all such visits shall be on reasonable prior notice and at reasonable times during regular business hours of such Credit Party and (iii) such visits and inspections shall not be required scheduled when the Credit Parties’ independent public accountants are performing their review or examination related to reimburse fiscal quarter-end or year-end SEC reporting periods; and provided further that after the Administrative Agent for inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes occurrence and instructs its independent accountants to discuss during the Parent’s affairscontinuance of any Default, finances and condition with the Administrative Agent and any Lenderof the Lenders may visit and conduct such audits and inspections at any reasonable times. The Credit Parties shall, and shall cause each of their Subsidiaries to, reimburse the Agent and each Lender for all reasonable and documented examination, audit and inspection costs, including all reasonable and documented fees, costs and expenses charged by independent inspectors, auditors or examiners, all internal costs of the Agent and each Lender at the Administrative Agent’s or outstanding rate charged by the Agent and each Lender and all reasonable and documented out-of-pocket expenses incurred in connection with such Lender’s requestexaminations, inspections and audits. (b) The Parent To the extent requested by the Agent or the Required Lenders (which request may be a standing request), the Credit Parties, in consultation with the Agent or the Required Lenders, as the case may be, will provide arrange for a meeting to be held at least once every year and teleconferences to be held at least once each fiscal quarter (and after the Administrative occurrence and during the continuance of a Default, more frequently, if requested by the Agent written or verbal reports on the status Required Lenders) with the Lenders and the Agent at which the business and operations of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6Credit Parties are discussed.

Books and Records; Inspection Rights. (a) The Parent shallCompany will, and shall will cause each of its Significant Subsidiaries to, keep proper books of record and 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 activities, except, in the case of the Significant Subsidiaries, where the failure to do so would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Parent shallCompany will, and shall will cause each of its Subsidiaries 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 and upon reasonable prior notice; provided that (i) unless an Event of Default shall have occurred and be continuing, such visits and inspections shall be limited to once in each calendar year and such inspecting Lender (including Administrative Agent) shall be responsible for its own costs and expenses and (ii) in respect of any such discussions with any independent accountants, the Company shall have received reasonable advance notice thereof and a reasonable opportunity to participate therein; provided that in no event shall the requirements set forth in this Section 5.06 require the Company or any of its Subsidiaries to provide any such information (i) so long as often as reasonably requested; providedno Event of Default exists, howeverif such information constitutes trade secrets or proprietary information, that when a Default exists (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or contractors) may do any of the foregoing at the expense of the Parent at any time during normal business hours and without advance noticeis prohibited by applicable law, fiduciary duty or third-party contractual obligation (not created in contemplation thereof) or (iii) which is subject to attorney-client or similar privilege or constitutes attorney work-product. All such inspections or audits visitation requests by Xxxxxxx shall be made through the Administrative Agent shall be at the Parent’s expense; provided that so long as no Default existsAgent, the Parent shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or Lenders shall endeavor to coordinate such Lender’s request. (b) The Parent will provide visits in order to minimize expense and inconvenience to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6Company.

Books and Records; Inspection Rights. (a) The Parent shallEach Loan Party will, and shall will cause each of its Subsidiaries Subsidiary to, (i) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Parent shall, activities and shall cause each of its Subsidiaries to, (ii) permit any representatives designated by the Administrative Agent or, during the occurrence and continuance of an Event of Default, any Lender (including employees of the Administrative Agent, such Lender or any Lenderconsultants, accountants, lawyers, appraisers and field examiners retained by the Administrative Agent), 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 normal business hours and as often as reasonably requested; provided, however, that when a Default exists the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing all at the expense of the Parent at any time during normal business hours and without advance notice. All such inspections or audits by Loan Parties; provided, that the Administrative Agent shall be at the Parent’s expense; provided that so long as no Default exists, the Parent Borrower shall not be required to reimburse the Administrative Agent or any Lender for inspections or audits the cost of more frequently than once in each Fiscal Yearone such visit during any single fiscal year, except during the occurrence and continuation of an Event of Default. The Parent hereby authorizes Loan Parties acknowledge that the Administrative Agent, after exercising its rights of inspection, may prepare and instructs its independent accountants distribute to discuss the Parent’s affairs, finances and condition with 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 Lenderother Loan Party will be required to disclose, at permit the Administrative Agent’s inspection, examination or such Lender’s request. (b) The Parent will provide making copies or abstracts of, or discussion of, any document, information or other matter in respect of which disclosure to the Administrative Agent written or verbal reports on 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 status of the litigation set forth disclosure requirements contained in this Section 5.06), or referred is subject to attorney client privilege or that constitutes attorney work product (in Schedule 3.6each case, at such times and intervals (but as determined in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s good faith by legal counsel to any Loan Party and not in connection with such litigation contemplation of any request for disclosure or otherwise to be available to discuss (provided evade the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigationdisclosure requirements contained in this Section 5.06); provided, however, it being understood that the terms of this clause (b) Borrower shall use its commercially reasonable efforts to communicate any requested information in a way that would not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and applicable law or agreement or waive the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6applicable privilege.

Books and Records; Inspection Rights. (a) The Parent shallIt will, and shall will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Parent shallIt will, and shall will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior noticenotice and at reasonable times, 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 and with reasonable advance notice as often as reasonably requested; provided, however, that when a Default exists the Administrative Agent may request. It will, and will cause each of its Subsidiaries to, pay all reasonable and documented out‑of‑pocket expenses incurred by the Administrative Agent (a) so long as no Default has occurred and is continuing, for no more than two (2) such inspections each calendar year and (b) during a continuing Default, all such inspections. During the course any inspections, audits and other visits and discussions permitted under this Section 8.06 or elsewhere under the Loan Documents, representatives of the Administrative Agent (or any Lender (or any of their respective representativesrepresentatives or contractors)) may do encounter individually identifiable healthcare information as defined under HIPAA, or other confidential information relating to healthcare patients (collectively, the “Confidential Healthcare Information”). Unless otherwise required by any applicable laws, the Administrative Agent, the Lenders and their representatives shall not require or perform any act that would cause the ‑75‑ Borrower or any other Person to violate any Healthcare Laws, including HIPAA, including, without limitation, as a result of the foregoing at disclosure of any Confidential Healthcare Information. In the expense of the Parent at any time during normal business hours and without advance notice. All such inspections or audits by event that the Administrative Agent shall be (or any Lender (or their respective representatives or contractors)) proposes to undertake activities that the Borrower reasonably believes would constitute services of a “business associate” under HIPAA, including the disclosure of any protected Confidential Healthcare Information, the parties hereto agree to review the matter and, where appropriate, the Administrative Agent (or applicable Lender (or such respective representatives or contractors)) may take action to comply with HIPAA, and shall, upon the Borrower’s reasonable request and at the ParentBorrower’s expense; provided that so long as no Default exists, execute a business associate agreement with the Parent applicable Person. Notwithstanding anything to the contrary herein, neither the Borrower nor any Subsidiary shall not be required to reimburse deliver, disclose, permit the Administrative Agent for inspections inspection, examination or audits more frequently than once making of copies of or excerpts from, or any discussion of, any document, information, or other matter (i) in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide respect of which disclosure to the Administrative Agent written (or verbal reports on the status of the litigation set forth in any Lender (or referred their respective representatives or contractors)) is prohibited by applicable law, (ii) that is subject to in Schedule 3.6, at such times and intervals attorney-client or similar privilege or constitutes attorney work product or (but in any event no more than once a month, unless there has been a material adverse development iii) with respect to which any Loan Party owes confidentiality obligations (to the outcome extent not created in contemplation of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the ParentLoan Party’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to Obligations under this Section 5.68.06) to any third party.

Books and Records; Inspection Rights. Each Loan Party will, and will cause each Restricted Subsidiary to, (a) The Parent shall, and shall cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Parent shall, activities and shall cause each of its Subsidiaries to, (b) permit any representatives designated by the Administrative Agent or the Required Lenders (including employees of the Administrative Agent, any LenderLender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent), upon reasonable prior noticenotice and without unreasonable disruption to the business of the Loan Parties, 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 requestedno more than one time per Fiscal Year; provided that, (i) notwithstanding anything herein to the contrary, the inspection rights set forth herein may be exercised at any time, without any limitation on the number or frequency of inspections, while an Event of Default has occurred and is continuing and (ii) the Loan Parties shall be obligated to reimburse the reasonable and documented out-of-pocket expenses incurred in connection with all such visits and inspections permitted hereunder. In addition to the foregoing, the Administrative Agent may from time to time conduct at such Loan Party’s premises Field Exams of such Loan Party’s assets, liabilities, books and records, including examining and making extracts from its books and records. The Loan Parties shall be responsible for the costs of expenses of one (1) Field Exam during any 12-month period; provided, however, that when a Default exists notwithstanding the foregoing limitation, at any time on or after the date on which Availability has been less than the greater of 12.5% of the Line Cap and $17,500,00026,300,000 for three (3) consecutive Business Days, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing carry out, at the expense 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 has occurred and is continuing, and the Parent at Loan Parties shall be responsible for the costs and expenses of any time during normal business hours Field Exams conducted while an Event of Default has occurred and without advance noticeis continuing. All such inspections or audits 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 Administrative Agent shall be at the Parent’s expense; provided that so long as no Default exists, the Parent shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the litigation set forth in or referred to in Schedule 3.6, at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section 5.6Lenders.

Books and Records; Inspection Rights. (a) The Parent shallIt will, and shall will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Parent shallIt will, and shall will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior noticenotice and at reasonable times, 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 and with reasonable advance notice as often as reasonably requested; provided, however, that when a Default exists the Administrative Agent may request. It will, and will cause each of its Subsidiaries to, pay all reasonable and documented out‑of‑pocket expenses incurred by the Administrative Agent (a) so long as no Default has occurred and is continuing, for no more than two (2) such inspections each calendar year and (b) during a continuing Default, all such inspections. During the course any inspections, audits and other visits and discussions permitted under this Section 8.06 or elsewhere under the Loan Documents, representatives of the Administrative Agent (or any Lender (or any of their respective representativesrepresentatives or contractors)) may do encounter individually identifiable healthcare information as defined under HIPAA, or other confidential information relating to healthcare patients (collectively, the “Confidential Healthcare Information”). Unless otherwise required by any applicable laws, the Administrative Agent, the Lenders and their representatives shall not require or perform any act that would cause the Borrower or any other Person to violate any Healthcare Laws, including HIPAA, including, without limitation, as a result of the foregoing at disclosure of any Confidential Healthcare Information. In the expense of the Parent at any time during normal business hours and without advance notice. All such inspections or audits by event that the Administrative Agent shall be (or any Lender (or their respective representatives or contractors)) proposes to undertake activities that the Borrower reasonably believes would constitute services of a “business associate” under HIPAA, including the disclosure of any protected Confidential Healthcare Information, the parties hereto agree to review the matter and, where appropriate, the Administrative Agent (or applicable Lender (or such respective representatives or contractors)) may take action to comply with HIPAA, and shall, upon the Borrower’s reasonable request and at the ParentBorrower’s expense; provided that so long as no Default exists, execute a business associate agreement with the Parent applicable Person. Notwithstanding anything to the contrary herein, neither the Borrower nor any Subsidiary shall not be required to reimburse deliver, disclose, permit the Administrative Agent for inspections inspection, examination or audits more frequently than once making of copies of or excerpts from, or any discussion of, any document, information, or other matter (i) in each Fiscal Year. The Parent hereby authorizes and instructs its independent accountants to discuss the Parent’s affairs, finances and condition with the Administrative Agent and any Lender, at the Administrative Agent’s or such Lender’s request. (b) The Parent will provide respect of which disclosure to the Administrative Agent written (or verbal reports on the status of the litigation set forth in any Lender (or referred their respective representatives or contractors)) is prohibited by applicable law, (ii) that is subject to in Schedule 3.6, at such times and intervals attorney-client or similar privilege or constitutes attorney work product or (but in any event no more than once a month, unless there has been a material adverse development iii) with respect to which any Loan Party owes confidentiality obligations (to the outcome extent not created in contemplation of such litigation) as the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the ParentLoan Party’s legal counsel in connection with such litigation to be available to discuss (provided the Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be present during such discussion) any such reports with the Administrative Agent at the reasonable request of the Administrative Agent (which requests shall not be more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the attorney-client privilege between such attorney and the Parent. The Parent shall pay the fees of counsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to Obligations under this Section 5.68.06) to any third party.