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

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Loan Party will, and will cause each of its Subsidiaries to, (a) 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 and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties and to examine and make extracts from its books and records, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representatives, all at such reasonable times as are requested; provided, however, that if an Event of Default has occurred and is continuing, there shall be no limitation on the number of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers. The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Each Loan Party will, and will cause each of its Restricted Subsidiaries to, (ai) 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 and (bii) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Agent and/or any Collateral Agent or and, after the occurrence and during the continuance of an Event of Default, any Lender (including employees of the Administrative Agent, either Agent and/or any Collateral Agent, and, after the occurrence and during the continuance of an Event of Default, any Lender Lender, or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent and/or any Collateral Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties and properties, to examine and make extracts from its books and records, including environmental assessment reports and the applicable Loan Party Phase I or Subsidiary will make its officers Phase II studies, and independent accountants available to discuss its affairs, finances and condition with such representativesits officers and independent accountants (so long as management of the Borrower Representative is permitted to be present), all at such reasonable times and as are often as reasonably requested; provided, however, that if an Event of Default has occurred and is continuing, there shall be no limitation on the number of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after After the occurrence and during the continuance of any Event of Default, each Loan Party shall provide the Administrative Agent, each Agent and/or any Collateral Agent and each Lender (which may be accompanied by the Lenders) with access to its suppliers. The Loan Parties acknowledge that the Administrative Agent and each and/or any Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries Subsidiaries’ assets for internal use by the Administrative Agent, each the Collateral Agent Agents and the Lenders.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Each Loan Party will, and will cause each of its Subsidiaries to, (a) 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 and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers lawyers, agents and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its the properties and of the Borrower or any Loan Party, to examine and make extracts from its the Borrower’s or any Loan Party’s books and records, to audit the Borrower and the applicable Loan Party or Subsidiary will make its officers Collateral, and independent accountants available to discuss its the affairs, finances and condition of the Loan Parties with the officers and independent accountants of the Loan Parties (with, at the Borrower’s election, a representative of the Borrower present at such representativesdiscussions), all at such reasonable times and intervals as are requestedthe Administrative Agent may designate and at the Borrower’s sole cost and expense, with respect to the Collateral, the Loan Parties and any Loan Party’s books, records, assets, operations or business; provided, however, that if an provided that: (i) so long as no Event of Default has occurred and is continuing, there shall be no limitation on the number of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers. The Loan Parties acknowledge that the Administrative Agent and each Collateral Lenders shall be allowed to conduct the visits described in clause (b) above a maximum of two times in any calendar year and (ii) the Administrative Agent may perform additional audits, at the Administrative Agent’s discretion, and at the Borrower’s sole cost and expense, upon the occurrence of a Default or based upon the Administrative Agent’s reasonable determination that there has been a material adverse change in any Loan Party’s business or condition (financial or otherwise) or the Collateral. 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 the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereofand 5.12, each Loan Party will, and will cause each of its Subsidiaries Subsidiary to, (a) 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 and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral Agent or any other Lender Party (including employees of the Administrative Agent, either Collateral Agent, any other Lender Party or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties and properties, to examine and make extracts from its books and recordsrecords (including environmental assessment reports and Phase I or Phase II studies), in each case that are not protected by attorney-client privilege or bound by confidentiality agreements that have been entered into in the ordinary course of business and consistent with historical practice, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representativesits officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested (provided that (i) the obligation of the Company to reimburse the Lender Parties for the expenses of any such inspection shall be limited to reimbursing the Administrative Agent for its expenses that are requested; provided, however, that if incurred in connection with two visits annually unless an Event of Default has occurred and is continuingexists, in which case there shall be no limitation limit on the number of Company’s obligation to reimburse such site visits expenses, and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site (ii) all visits and inspections shall be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance by or on behalf of any Event of Default, each Loan Lender Party shall provide (other than the Administrative Agent) shall be conducted concurrently with any such visit or inspection that is conducted by the Administrative Agent or its designated representatives), and, in each Collateral Agent and each Lender case, with access a reasonable opportunity for a representative of the Company to its suppliersbe present. The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders other Lender Parties certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenderssuch Lender Parties.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Loan Party will, and will cause each of its Restricted Subsidiaries to, (a) 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 and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, accountants and lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties and to examine and make extracts from its books and records, and the applicable Loan Party or Restricted Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representatives, all at such reasonable times as are requested; provided, however, that if an Event of Default has occurred and is continuing, there shall be no limitation on the number of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers. The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their respective Restricted Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Each Loan Party will, and 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 and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers lawyers, agents and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties properties, to conduct at such Loan Party’s premises field examinations of such Loan Party’s assets, liabilities, books and to examine records, including examining and make making extracts from its books and records, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representativesits officers and independent accountants, all at such reasonable times and as are often as reasonably requested; provided, howeverthat so long as no Event of Default has occurred and is continuing, the Administrative Agent shall be limited to two such visits at the Loan Parties’ expense in any successive twelve-month period; provided, further, that if while an Event of Default has occurred and is continuing, there shall be no limitation on the number Administrative Agent may do any of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted the foregoing at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties’ expense during normal business hours and upon reasonable prior notice. In addition, after the occurrence and during the continuance of any Event of Default, each Each Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers. The Loan Parties acknowledge acknowledges that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the FILO Agent and the Lenders certain Reports pertaining to the each Loan Parties’ and their respective Subsidiaries Party’s assets for internal use by the Administrative Agent, each Collateral the FILO Agent and the Lenders. The Loan Parties shall be responsible for the costs of expenses of one field examination during any twelve-month period and one additional field examination (for a total of two such field examinations during any twelve-month period) initiated at any time after Availability falls below the greater of (i) 20% of the Aggregate Revolving Commitment in effect at such time (giving effect to any reduction in accordance with the terms hereof) and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is equal to or greater than the greater of (i) 20% of the Aggregate Revolving Commitment in effect at such time (giving effect to any reduction in accordance with the terms hereof) and (ii) 20% of the Line Cap for twenty consecutive days); provided, that, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.06 (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any; provided, that the Loan Parties shall be responsible for the costs and expenses of all field examinations conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the inspections and examinations referred to in this Section 5.06 shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and the FILO Agent shall have the right to conduct any such inspections and examinations, at the Loan Parties’ expense, to the extent such any such inspections and examinations are not conducted by the Administrative Agent pursuant to this Section 5.06.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each (a) Each Loan Party will, and will cause each of its Subsidiaries subsidiaries to, (ai) 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 and (bii) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior noticenotice but not more than two times in any twelve-month period (unless an Event of Default has occurred and is continuing), to visit and inspect its properties and during normal business hours, to examine and make extracts from its books and recordsrecords (including environmental assessment reports and Phase I or Phase II studies), and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representativesits officers and independent accountants, all at such reasonable times and as are often as reasonably requested; provided, however, that if an Event of Default has occurred and is continuing, there shall be no limitation on the number of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed provided that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense representative of the Loan PartiesParties shall have the right to be present. In addition, after After the occurrence and during the continuance of any Event of Default, each Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers. The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders. (b) Each Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent (including any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to conduct periodic collateral examinations and periodic collateral appraisals of the Parent Borrower’s and the Canadian Subsidiary Borrower’s computation of their respective Borrowing Base and the assets included in each such Borrowing Base, all at such reasonable times and as often as reasonably requested by the Administrative Agent in its sole discretion; provided, however, that so long as no Event of Default has occurred and is continuing, the Administrative Agent shall be limited to (i) three collateral examinations in any twelve month period and (ii) if the Reference Availability (A) is equal to or less than $40,000,000 at any time, two collateral appraisals in the twelve month period commencing at such time or (B) is otherwise, one collateral appraisal in any twelve month period. The Parent Borrower shall pay the reasonable fees and expenses (including internally allocated fees and expenses of employees of the Administrative Agent) of any such representatives retained by the Administrative Agent as to which invoices have been furnished to conduct any such examination or appraisal, including the reasonable fees and expenses associated with collateral monitoring services performed by the IB ABL Portfolio Mgmt Group of the Administrative Agent. The Loan Parties acknowledge that the Administrative Agent, after exercising its rights with respect to collateral examinations and collateral appraisals, may prepare and distribute (and, upon the request of any Lender, will distribute) to the Lenders certain Reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent and the Lenders. Each of the Parent Borrower and the Canadian Subsidiary Borrower also agrees to modify or adjust the computation of its Borrowing Base (which may include maintaining additional reserves or modifying the eligibility criteria for the components of the Borrowing Base) to the extent required by the Administrative Agent or the Required Lenders as a result of any such collateral examination or collateral appraisal or otherwise. (c) In the event that historical accounting practices, systems or reserves relating to the components of either Borrowing Base are modified in a manner that is adverse to the Lenders in any material respect, the Parent Borrower and the Canadian Subsidiary Borrower, as applicable, shall agree to maintain such additional reserves (for purposes of computing the applicable Borrowing Base) in respect of the components of the applicable Borrowing Base and make such other adjustments to its parameters for including the components of the applicable Borrowing Base as the Administrative Agent in its Permitted Discretion shall require based upon such modifications.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Each Loan Party will, and will cause each of its Subsidiaries Subsidiary to, (a) 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 activities, in an ordinary course manner as determined by the applicable Loan Party, and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral the Multicurrency Administrative Agent or any Lender (including employees of the Administrative Agent, either Collateral the Multicurrency Administrative Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties properties, conduct at the Loan Party’s premises, field examinations of the Loan Party’s assets, liabilities, books and to examine records, including examining and make making extracts from its books and records, environmental assessment reports, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with its officers and independent accountants (and hereby authorizes the Administrative Agent, the Multicurrency Administrative Agent 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 representativesLoan Party hereby authorizes the Administrative Agent, the Multicurrency Administrative Agent to contact the bank(s) in order to request bank statements and/or balances, all at such reasonable times as are reasonably requested; providedprovided that, howeverexcept for inspections during the continuance of a Default (i) if Availability is less than the greater of (x) $125,000,000 or (y) 20% of the Line Cap, that if an Event of Default has occurred and is continuingin each case, there shall be at any time during any Fiscal Year, no limitation on the number of more than two such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole U.S. Borrower’s expense of and (ii) otherwise, no more than one such inspection during such Fiscal Year shall be permitted and such inspection shall be at the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access to its suppliersU.S. Borrower’s expense. The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral the Multicurrency Administrative Agent and the Lenders.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereofEach of the General Partner, each Loan Party the Parent and the Borrower will, and will cause each of its Subsidiaries 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 activities. Each of the General Partner, the Parent and (b) on up to one occasion per calendar year the Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties and Properties, to examine and make extracts from its books and records, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with its officers and independent accountants (subject to such representativesaccountants’ customary policies and procedures), all at such reasonable times and as are reasonably requested; providedprovided that, howeverexcluding any such visits and inspections during the continuation of an Event of Default, that if only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 8.07 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default has occurred and is continuing, there shall be no limitation on the number of only one (1) such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections time shall be at the sole Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Loan PartiesBorrower at any time during normal business hours and upon reasonable advance notice. In addition, after the occurrence and during the continuance of any Event of Default, each Loan Party shall provide the The Administrative Agent, each Collateral Agent and each Lender the Lenders shall give the Borrower the opportunity to participate in any discussions with access the Borrower’s independent public accountants. Notwithstanding anything to its suppliers. The the contrary in this Section 8.07, none of the Loan Parties acknowledge will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) in respect of which disclosure to the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and or any Lender (or their respective Subsidiaries assets for internal use representatives or contractors) is prohibited by the Administrative Agent, each Collateral Agent and the Lendersapplicable law or any bona fide arm’s length third party contract or (b) is subject to attorney-client or similar privilege or constitutes attorney work product.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Loan Party (a) Such Obligor will, and will cause each of its Subsidiaries to, (a) 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 and accordance with GAAP. (b) on up to one occasion per calendar year Such Obligor will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any each VCOC Lender), upon reasonable prior notice, to visit and inspect its properties and properties, to examine and make extracts from its books and records, to inspect its facilities and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representativesits officers and independent accountants, all at such reasonable times as are requested; provided, however, that if and intervals (but not more often than once per quarter unless an Event of Default has occurred and is continuing) as Administrative Agent or a VCOC Lender, there shall be no limitation on the number of such site visits and inspections. For purposes of this Section 5.06as applicable, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In additionrequest; provided, after the occurrence and during the continuance of any Event of Defaultthat, each Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers. The Loan Parties acknowledge that the Administrative Agent and each Collateral VCOC Lender shall use their commercially reasonable efforts to exercise their rights under this Section 8.06(b), together with any other rights under Section 8.06 and Section 8.15, in conjunction with Administrative Agent and each other Lender or VCOC Lender, as applicable. (c) Administrative Agent and each VCOC Lender, and any representatives designated by Administrative Agent and each VCOC Lender (as applicable), shall be entitled to consult with and advise management of the Obligors on matters relating to the operation and business of such Obligors, including management’s proposed annual operating plans and budgets, and management will 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 Obligors’ facilities at mutually agreeable times for such consultation and advice and to review progress in achieving said plans; provided, that, such meetings do not cause any material disruption of the business; provided, further, that, Administrative Agent and each VCOC Lender shall use their commercially reasonable efforts to exercise their rights under this Section 8.06(c), together with any other rights under Section 8.06 and Section 8.15, in conjunction with Administrative Agent and each other Lender or VCOC Lender, as applicable. (d) Upon prior written request, such Obligor shall permit each VCOC Lender or any representative designated by each 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 such exclusion is reasonably necessary to preserve attorney-client privilege or to protect highly confidential proprietary information of such Obligor. Upon reasonable notice and at a scheduled meeting of its Board or such other time, if any, as such Board may determine in its sole discretion (but no more than one (1) time per year, unless an Event of Default has occurred and is continuing), such VCOC Lender or such representative may address its Board with respect to the applicable VCOC Lender’s concerns regarding significant business issues facing such Obligor; provided, that, each VCOC Lender shall use their commercially reasonable efforts to exercise their rights under this Section 8.06(d), together with any other rights under Section 8.06 and Section 8.15, in conjunction with Administrative Agent and each other Lender or VCOC Lender, as applicable. (e) The Obligors shall pay all documented out-of-pocket costs of all such inspections and meetings; provided, that, so long as no Event of Default has occurred and is continuing, (i) in the case of inspections, the Obligors shall not be required to pay such expenses for more than one (1) inspection for each fiscal year and (ii) in the case of meetings, the Obligors shall not be obligated to pay such expenses for more than one (1) meeting per fiscal year. (f) If Administrative Agent, after exercising its ’s or any VCOC Lender’s outside counsel determines in writing that other rights of inspection, may prepare and distribute consultation are necessary under applicable legal authorities promulgated after the Closing Date to preserve the Lenders certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the qualification of Administrative Agent’s, each Collateral Agent and such VCOC Lender’s or any Lender’s investment as a “venture capital investment” for purposes of ERISA, the LendersObligors will work in good faith to agree to an amendment to this Section 8.06 to reflect such other rights at such VCOC Lender’s sole expense.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Loan Party will, and will cause each of its Subsidiaries to, (a) keep proper books of record and account in which full, true and correct entries in accordance with GAAP or local generally accepted accounting principles, as the case may be, are made of all dealings and transactions in relation to its business and activities and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either any Collateral Agent or any Lender (including employees of the Administrative Agent, either any Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either any Collateral Agent or any Lender), upon reasonable prior noticenotice during normal business hours, to visit and inspect its properties and to examine and make extracts from its books and records, including environmental assessment reports and Phase I or Phase II studies, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representatives, all at such reasonable times as are requested; provided, however, that if an Event of Default has occurred and is continuing, there shall be no limitation on the number of such site visits and inspectionsrequested during normal business hours. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and Subsidiaries and their respective assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers. The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Each Loan Party will, and will cause each of its Subsidiaries to, (a) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation with respect to its assets and business and activities and (b) on up to one occasion per calendar year will permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender)Required Lenders, upon reasonable prior notice, to visit and inspect its properties and properties, to examine and make extracts from its books and records, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representativesits officers, all at such reasonable times and as are often as reasonably requested; providedprovided that (x) excluding any such visits and inspections during the continuation of an Event of Default, however(i) only the Administrative Agent on behalf of the Required Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section and (ii) the Administrative Agent may not exercise such rights more than once in any calendar year, that if and (y) when an Event of Default has occurred exists, the Administrative Agent or any representative of the Required Lenders (or any of its respective representatives or independent contractors) may do any of the foregoing at the expense of the applicable Borrower Group Company at any time during normal business hours and is continuing, there shall be no limitation on upon reasonable advance notice. Notwithstanding anything to the number of such site visits and inspections. For purposes of contrary in this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense none of the Loan Parties. In additionParties will be required to disclose, after permit the occurrence and during inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the continuance Administrative Agent or any Lender (or their respective representatives or agents) is prohibited by law or any agreement binding on a third party (not created in contemplation thereof) or (c) in any Loan Party’s reasonable judgment, would compromise any attorney-client privilege, privilege afforded to attorney work product or similar privilege, provided that such Borrower Group Company shall make available redacted versions of any Event requested documents or, if unable to do so consistent with the preservation of Defaultsuch privilege, each Loan Party shall provide make commercially reasonable efforts to disclose information responsive to the requests of the Administrative Agent, each Collateral Agent and each any Lender with access to its suppliers. The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights or any of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agentrepresentatives and agents, each Collateral Agent and the Lendersin a manner that will protect such privilege.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Each Loan Party will, and will cause each of its Subsidiaries Subsidiary to, (a) 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 and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers lawyers, agents and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior noticenotice and during normal business hours, to visit and inspect its properties properties, to conduct at such Loan Party’s premises field examinations of such Loan Party’s assets, liabilities, books and to examine records in accordance with the terms of Section 5.13, including examining and make making extracts from its books and records, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with its officers and, after written notice to the Borrower and so long as the Borrower is provided an opportunity to participate in such representativesdiscussion, its independent accountants, all at such reasonable times and as are often as reasonably requested; providedprovided that, howeverin the absence of the existence of an Event of Default, that if (i) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (ii) the Administrative Agent shall not exercise its rights under this Section 5.06 more often than two times during any period of twelve consecutive months and (iii) when an Event of Default has occurred and is continuing, there shall be no limitation on the number Administrative Agent or any Lender and its respective designees may do any of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be the foregoing at the sole expense of the Loan Parties. In additionParties at any time during normal business hours and upon reasonable advance notice; provided, after however, that the occurrence and during the continuance of any Event of Default, each Loan Party foregoing shall provide not limit the Administrative Agent, each Collateral Agent ’s rights under Section 5.12 and each Lender with access to its suppliersSection 5.13. The Each Loan Parties acknowledge Party acknowledges that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the any Loan Parties’ and their respective Subsidiaries Party’s assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, The Borrower and each Loan Party will, and Restricted Subsidiary will cause each of its Subsidiaries to, (a) keep proper books of record and account in which full, true and correct entries in accordance with GAAP in all material respects are made in respect of all dealings financial transactions and transactions matters involving the assets and business of the Borrower or such Restricted Subsidiary, as the case may be (it being understood and agreed that any foreign Restricted Subsidiaries may maintain books and records in relation a manner permitting financial statements to its business be prepared in conformity with generally accepted accounting principles that are applicable in their respective jurisdictions of organization). The Borrower and activities and (b) on up to one occasion per calendar year each Restricted Subsidiary will permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees on behalf of the Lenders, at the expense of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties and to examine and make extracts from its books and records, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representatives, all at such reasonable times as are requested; provided, however, that if Lenders unless an Event of Default has occurred and is continuing, there shall be no limitation on (a) to visit and inspect its financial records and properties and to make extracts from such financial records and (b) to discuss its business affairs and financial condition with its officers and independent accountants (so long as a representative of the number Borrower is present, or the Borrower has consented to the absence of such site visits a representative), all at such reasonable times during normal business hours and inspections. For purposes of this Section 5.06, it is understood and agreed upon reasonable advance notice to the Borrower; provided that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any (i) unless an Event of DefaultDefault has occurred and is continuing, each Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers. The Loan Parties acknowledge that the Administrative Agent may not exercise such rights more often than CHAR1\1536846v3 CHAR1\1539728v3 * For voting purposes only. Percentages are approximate due to rounding. ** After giving effect to an assignment on the Effective Date by Northwest Farm Credit Services, PCA of $70,000,000.00 of its Commitment to CoBank, FCB (which will become a Lender via an Assignment and each Collateral AgentAssumption dated and effective as of the Effective Date), after exercising its rights of inspection, may prepare and distribute but before giving effect to the Lenders certain Reports pertaining participations on the Effective Date. *** After giving effect to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent Effective Date assignment and the LendersEffective Date participations. once during any calendar year and (ii) neither the Borrower nor any Restricted Subsidiary shall be required to provide any information (A) that constitutes non-financial trade secrets or non-financial proprietary information, (B) in respect of which disclosure is prohibited by applicable law or by any contractual obligation or (C) that is subject to attorney client or similar privilege or constitutes attorney work product.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Loan Party Each Borrower will, and will cause each of its the Subsidiaries to, (a) 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 activities. Each Borrower will, and (b) on up to one occasion per calendar year will cause each of the Subsidiaries to, permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior noticenotice from the Administrative Agent, to visit and inspect its properties and properties, to examine and make extracts from its books and records, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with its officers and independent accountants; PROVIDED, that not more than one such representativesvisit by representatives of Lenders shall occur during any calendar year and any such visit shall be at the expense of the Lender or Lenders requesting the same. The Collateral Agent shall audit annually (and at other times upon reasonable request) the Collateral, all at such reasonable times as are requested; providedrecords related thereto and the premises upon which any of the Collateral is located if so requested by the Administrative Agent (and, however, that if unless an Event of Default has shall have occurred and is be continuing, there Lenders having Revolving Credit Exposures and unused Commitments representing at least 66-2/3% of the aggregate Revolving Credit Exposures and unused Commitments at such time (with Yen amounts being converted into U.S. Dollar amounts for this purpose at the Exchange Rate for Yen at such time)). The fee paid by the Borrowers for each such audit shall be no limitation on greater than US$50,000; PROVIDED that if the Collateral Agent arranges for a bidding process involving a reasonable number of such site visits and inspections. For purposes of this Section 5.06reputable auditors, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at then the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access shall hire the auditor submitting the lowest bid to its suppliers. The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent perform such audit at such fee and the LendersBorrowers shall pay such fee.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, Each Borrower and each Loan Party Guarantor will, and will cause each of its Subsidiaries subsidiaries to, (a) 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 activities. Each Borrower and (b) on up to one occasion per calendar year each Guarantor will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative AgentIssuing Bank, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties and properties, to examine and make extracts from its books and records, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representativesits officers and independent accountants, and to conduct a field exam with respect to the Accounts Receivable included in the Collateral at the Domestics Borrower's expense, all at such reasonable times and as often as reasonably requested (provided that field exams only are requested; providedpermitted if requested by the Required Lenders and, however, that if absent the occurrence and continuation of an Event of Default has occurred Default, may not be conducted more frequently than annually). The obligations of the Borrowers and is continuing, there shall be no limitation on the number of such site visits and inspections. For purposes of Guarantors under this Section 5.06, it is understood as they relate to access, inspection and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense discussion rights pertaining to any member of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Loan Party Delta Group shall provide the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers. The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute subject to the Lenders certain Reports pertaining to confidentiality provisions set forth in the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent Nortel Agreement (and the Lendersagreements contemplated thereby entered into as of the Nortel Effective Date). However, the Borrowers and the Guarantors shall use all reasonable efforts to obtain Nortel's approval to permit any such access, inspection and discussions that would be required under this Section but for the foregoing sentence. (For avoidance of doubt, no field exam would involve any member of the Delta Group, inasmuch as no such member is a Collateral Grantor Subsidiary whose Accounts Receivable are included in the Collateral.)

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Loan Each Credit Party will, and will cause each of its Subsidiaries to, (a) 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 (b) on up to one occasion per calendar year activities. Each Credit Party shall permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties and properties, to examine and make extracts from its books and records, to conduct audits, physical counts or examinations and the applicable Loan Party verifications (whether by internal commercial finance examiners or Subsidiary will make its officers independent auditors) of all Collateral and independent accountants available such Credit Party, and to discuss its affairs, finances and condition with such representativesits officers and independent accountants as frequently as the Agent deems appropriate provided that, all at such reasonable times so long as are requested; provided, however, that if an Event of no Default has occurred and is continuing, there all such visits shall be no limitation on the number reasonable prior notice, at reasonable times during regular business hours of such site visits Credit Party, and inspections. For purposes of this Section 5.06, it is understood and agreed provided further that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Loan Party the Agent and any of the Lenders may visit at any reasonable times. The Borrowers shall provide reimburse the Administrative Agent for all examination and inspection costs, internal costs at the rate of $850 per man-day, and all out-of-pocket expenses incurred in connection with such audits, physical counts or examinations and verifications, provided that, so long as no Default has occurred and is continuing, the Borrowers shall not be responsible for the costs of more than two such field examinations in any one fiscal year. 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 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 Credit Parties. At the request of the Agent, each Collateral Agent and each Lender Credit Party shall deliver a letter addressed to such accountants instructing them to comply with access to its suppliersthe provisions of this Section 7.6. The Loan Parties acknowledge that Credit Parties, in consultation with the Administrative Agent and each Collateral Agent, will arrange for a meeting to be held at least once every year (and after exercising its rights the occurrence and during the continuance of inspectiona Default, may prepare more frequently, if requested by the Agent or the Required Lenders) with the Lenders and distribute the Agent hereunder at which the business and operations of the Credit Parties are discussed. The Credit Parties will permit independent appraisers and environmental consultants selected by the Agent (or, with the consent of the Agent, by any Lender) to visit the properties of the Credit Parties and perform appraisals and valuations of the inventory, equipment and Real Property Assets of the Credit Parties at such times and with such frequencies as the Agent shall reasonably request; provided that, so long as no Default has occurred and is continuing, the Borrowers shall not be responsible for the costs of more than one such appraisal and valuation of each of the inventory, equipment and Real Property Assets of the Credit Parties in any one fiscal year. The Borrowers shall reimburse the Agent for all fees, costs and expenses charged by such independent appraisers and environmental consultants for each such appraisal and examination (subject to the Lenders certain Reports pertaining to once per fiscal year limitation in the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenderspreceding sentence).

Books and Records; Inspection Rights. Without limiting Sections 5.10 or 5.11 or 5.12 hereof, each Loan Party will, and will cause each of its Restricted Subsidiaries to, to (a) keep proper books of record and account all financial records in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities accordance with GAAP and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its the financial records and the properties of such Person at reasonable times during normal business hours and as often as reasonably requested upon reasonable advance notice and to examine and make extracts from its books and copies of such financial records, and permit any representatives designated by the applicable Loan Party or Subsidiary will make its officers and independent accountants available Administrative Agent to discuss its the affairs, finances and condition of such Person with the officers thereof and independent accountants therefor; provided that, (a) excluding any such representatives, all at such reasonable times as are requested; provided, however, that if visits and inspections during the continuation of an Event of Default has occurred Default, the Administrative Agent or its designee shall not exercise such rights more often than once during any calendar year at the Company’s expense and is continuing, there (b) the Administrative Agent shall be no limitation on give the number of such site visits and inspectionsCompany the opportunity to participate in any discussions with the Company’s independent accountants. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and Subsidiaries and their respective assets. All such site visits and inspections shall be at Notwithstanding anything to the sole expense contrary in this Section 5.06, no Borrower or any of the Loan Parties. In additionRestricted Subsidiaries will be required to disclose, after permit the occurrence and during the continuance inspection, examination or 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 respect of any Event of Default, each Loan Party shall provide which disclosure to the Administrative Agent, each Collateral Agent and each Lender with access or its representatives is prohibited by any Requirement of Law or any binding agreement or (c) is subject to its suppliersattorney-client or similar privilege or constitutes attorney work product. The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Loan Party The Borrower will, and will cause each of its Subsidiaries to, (a) keep proper books of record and account in which entries which are full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities activities. The Borrower will, and (b) on up to one occasion per calendar year will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties and properties, to examine and make extracts from its books and records, including environmental assessment reports and the applicable Loan Party Phase I or Subsidiary will make its officers Phase II studies, and independent accountants available to discuss its affairs, finances and condition with such representativesits officers and independent accountants, all at such reasonable times and as are often as reasonably requested; providedprovided that, however, that if an Event of Default has occurred and is continuing, there shall be no limitation on the number of excluding any such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after during the occurrence and during the continuance continuation of any an Event of Default, each Loan Party shall provide only the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers. The Loan Parties acknowledge that on behalf of the Lenders may exercise rights of the Administrative Agent and each Collateral the Lenders under this Section 5.06 and the Administrative Agent shall not exercise such rights more often than one (1) time during any fiscal year of the Borrower. The Administrative Agent and its 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 Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports reports pertaining to the Loan PartiesBorrower and its Subsidiaries’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders; provided that none of the Loan Parties will be required to disclose any document, information or other matter pursuant to this Section 5.06 (i) to any competitor of any Loan Party, (ii) that constitutes non-financial trade secrets, or (iii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Each Loan Party will, and will cause each of its Subsidiaries Subsidiary to, (ai) 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 and (bii) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties properties, to perform field and other audits, or other inspections of any Collateral including records and documents pertaining to Collateral, to examine and make extracts from its books and records, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representativesits officers and, subject to their willingness to do so, independent accountants, all at such reasonable times and as are requestedoften as reasonably requested and provided that the Loan parties may, at their option, have one or more employees and/or representatives present at any of the foregoing; provided, however, that with respect to field audits, notwithstanding the foregoing or anything to the contrary set forth in any Loan Document, the Administrative Agent and the Lenders shall conduct, in total (inclusive of field audits conducted pursuant to the Ex-Im Documents), no more than two (2) such field audits per calendar year unless the Aggregate Liquidity shall at any time fall below $15,000,000, in which case the Administrative Agent and the Lenders may conduct up to three (3) such field audits in total in a calendar year; and provided, further, that if an Event of a Default has shall have occurred and is continuing, there shall be no limitation on the number of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Loan Party shall provide field audits the Administrative Agent, each Collateral Agent and each Lender with access to its suppliersthe Lenders may conduct in any calendar year. The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Each Loan Party will, and will cause each of its Subsidiaries Restricted Subsidiary to, (a) 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 and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers lawyers, agents and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties properties, to conduct at such Loan Party’s premises field examinations of such Loan Party’s assets, liabilities, books and to examine records, including examining and make making extracts from its books and records, environmental assessment reports and the applicable Loan Party Phase I or Subsidiary will make its officers Phase II studies, and independent accountants available to discuss its affairs, finances and condition with such representativesits officers and independent accountants, all at such reasonable times and as are often as reasonably requested; provided, however, that if an Event of Default has occurred and is continuing, there shall be no limitation on the number of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Each Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers. The Loan Parties acknowledge acknowledges that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the such Loan Parties’ and their respective Subsidiaries Party’s assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders. The Applicable Borrowers shall be responsible for the costs and expenses of one (1) field examination during any 12-month period; provided that and one (1) additional field examination (for the total of two (2) such field examinations during any 12-month period) conducted at any time when Aggregate Availability falls below the greater of (i) $15,000,000 and (ii) 15% of the lesser of the Aggregate Revolving Commitment and Aggregate Borrowing Base. Additionally, there shall be no limitation on the number or frequency of field examinations if an Event of Default has occurred and is continuing, and the Applicable Borrowers shall be responsible for the costs and expenses of any field examinations conducted while an Event of Default has occurred and is continuing.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Each Loan Party will, and will cause each of its Subsidiaries to, (a) 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 (b) on up to one occasion per calendar year activities in accordance with GAAP. Each Loan Party shall permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties and properties, to examine and make extracts from its books and records, to conduct audits, physical counts or examinations and the applicable verifications (whether by internal commercial finance examiners or independent auditors) of all Collateral and such Loan Party or Subsidiary will make its officers Party, and independent accountants available to discuss its affairs, finances and condition with such representativesits officers and independent accountants as frequently as the Agent deems appropriate provided that, all at such reasonable times so long as are requested; provided, however, that if an Event of no Default has occurred and is continuing, there all such visits shall be no limitation on the number reasonable prior notice, at reasonable times during regular business hours of such site visits Loan Party, and inspections. For purposes of this Section 5.06, it is understood and agreed provided further that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event Default, the Agent and any of Defaultthe Lenders may visit at any reasonable times. The Borrowers shall reimburse the Agent for all examination and inspection costs, internal costs at the rate of $850 per man-day, and all out-of-pocket expenses incurred in connection with such inspections, audits, physical counts or examinations and verifications. Each of the Loan Parties authorizes the Agent and, if accompanied by the Agent, the 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 provide deliver a letter addressed to such accountants instructing them to comply with the Administrative provisions of this Section 7.01(f). The Loan Parties, in consultation with the Agent, each Collateral 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 each Lender with access to its suppliersthe Agent hereunder at which the business and operations of the Loan Parties are discussed. The Loan Parties acknowledge that will permit independent appraisers and environmental consultants selected by the Administrative Agent to visit the properties of the Loan Parties and perform appraisals and valuations of the inventory, equipment and Real Property Assets of the Loan Parties at such times and with such frequencies as the Agent shall reasonably request. The Borrowers shall reimburse the Agent for all fees, costs and expenses charged by such independent appraisers and environmental consultants for each Collateral Agent, after exercising its rights of inspection, may prepare such appraisal and distribute examination. Notwithstanding anything in this paragraph (f) to the Lenders certain Reports pertaining to contrary, so long as no Default has occurred and is continuing, the Loan Parties’ Borrowers shall not be responsible for more than $30,000 in respect of the fees, costs and their respective Subsidiaries assets expenses incurred by or on behalf of the Agent during any twelve month period for internal use any inspections, audits, physical counts, examinations, verifications, appraisals or valuations conducted by or on behalf of the Administrative Agent, each Collateral Agent and the Lendersduring such twelve month period.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Loan Party Each of Holdings and the Borrower will, and will cause each of its the Material Subsidiaries to, (a) 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 activities and, subject to Section 5.01(b), in form permitting financial statements conforming with GAAP to be derived therefrom. Each of Holdings and (b) on up to one occasion per calendar year the Borrower will, and will cause each of its Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), at reasonable times upon reasonable prior written notice, to visit and inspect its properties and properties, to examine and make extracts from its books and records, including extracts of existing Phase I or Phase II environmental assessment reports, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with its Financial Officers; provided that Holdings, the Borrower or such representativesRestricted Subsidiary is afforded the opportunity to participate in such discussion, its independent accountants, all at such reasonable times and as are often as reasonably requested; provided, howeverfurther, that if an that, so long as no Event of Default has occurred and is continuing, there the Borrower shall not be no limitation on required to reimburse the number Administrative Agent or any of such site visits its representatives for fees, costs and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Loan Party shall provide expenses in connection with the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers’s exercise of such rights set forth in this sentence more than one time in any calendar year. The Loan Parties acknowledge that Borrower acknowledges that, subject to Section 9.12, the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports reports pertaining to the Loan Parties’ assets of Holdings, the Borrower and their respective Restricted Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders. Notwithstanding anything to the contrary in this Section 5.06, neither Holdings, the Borrower nor any of their Restricted Subsidiaries 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, fiduciary duty or any agreement binding on Holdings, the Borrower or any of their Restricted Subsidiaries or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Each Loan Party will, and 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 and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers lawyers, agents and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior noticenotice and during normal business hours, to visit and inspect its properties properties, to conduct at such Loan Party’s premises field examinations of such Loan Party’s assets, liabilities, books and to examine records in accordance with the terms of Section 5.13, including examining and make making extracts from its books and records, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with its officers and, after written notice to the Borrower and so long as the Borrower is provided an opportunity to participate in such representativesdiscussion, its independent accountants, all at such reasonable times and as are often as reasonably requested; providedprovided that, howeverin the absence of the existence of an Event of Default, that if (i) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (ii) the Administrative Agent shall not exercise its rights under this Section 5.06 more often than two times during any period of twelve consecutive months and (iii) when an Event of Default has occurred and is continuing, there shall be no limitation on the number Administrative Agent or any Lender and its respective designees may do any of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be the foregoing at the sole reasonable expense of the Loan Parties. In additionParties at any time during normal business hours and upon reasonable advance notice; provided, after however, that the occurrence and during the continuance of any Event of Default, each Loan Party foregoing shall provide not limit the Administrative Agent, each Collateral Agent ’s rights under Section 5.12 and each Lender with access to its suppliersSection 5.13. The Each Loan Parties acknowledge Party acknowledges that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the any Loan Parties’ and their respective Subsidiaries Party’s assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Each Loan Party will, and will cause each of its Subsidiaries Subsidiary to, (a) 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 and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers lawyers, agents and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties properties, to conduct at such Loan Party’s premises field examinations of such Loan Party’s assets, liabilities, books and to examine records, including examining and make making extracts from its books and records, environmental assessment reports and the applicable Loan Party Phase I or Subsidiary will make its officers Phase II studies, and independent accountants available to discuss its affairs, finances and condition with its officers and independent accountants (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 representativesLoan 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 are often as reasonably requested; provided, however, provided that if the Administrative Agent shall not exercise such rights more often than one (1) time during any fiscal year of the Borrower unless an Event of Default has occurred is occurring and is continuing, there shall be no limitation on continuing (subject to the number of such site visits and inspections. For purposes last sentence of this Section 5.06, it is understood 5.06 with respect to field examinations). The Administrative Agent and agreed that a single site visit its respective representatives and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections independent contractors shall be at the sole expense use commercially reasonable efforts to avoid interruption of the Loan Partiesnormal business operations of the Borrower and its Restricted Subsidiaries. In addition, after the occurrence and during the continuance of any Event of Default, each Each Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers. The Loan Parties acknowledge acknowledges that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the each Loan Parties’ and their respective Subsidiaries Party’s assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders. Notwithstanding the foregoing, none of the Loan Parties will be required to disclose any document, information or other matter pursuant to this Section 5.06 (A) to any competitor of any Loan Party, (B) that constitutes non-financial trade secrets, (C) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law (D) to the extent necessary to preserve attorney client privilege, or (E) relating to the performance of the Administrative Agent or any Lender hereunder or to the Borrower’s strategy regarding the Loans (including any potential refinancing thereof). The Loan Parties shall transmit or otherwise disclose Protected Health Information (as defined in 45 C.F.R. § 160.103) in a manner consistent with HIPAA; provided that if the transmission or disclosure of Protected Health Information would impose an unreasonable burden on the Loan Parties with respect to the de-identification of Protected Health Information, then the Protected Health Information shall be transmitted or disclosed pursuant to an effective business associate agreement between the recipient and the applicable Loan Party; provided further that the Administrative Agent and the Lenders agree that any obligation on the part of any Loan Party to disclose Protected Health Information pursuant to this Section 5.06 may be satisfied by transmitting or disclosing such information to a third party designated by the Administrative Agent for such purpose who is a party to an effective business associate agreement with the applicable Loan Party. The Loan Parties shall be responsible for the costs and expenses of, and the Administrative Agent shall be authorized to conduct, one field examination during any 12-month period and one (1) additional field examination (for the total of two such field examinations during any 12-month period) conducted at any time after Availability falls below the greater of (i) $17,500,000 and (ii) 20% of the Loan Limit; provided, that the Loan Parties shall be responsible for the costs and expenses of all field examinations conducted while an Event of Default has occurred and is continuing; provided further that the Administrative Agent shall conduct at least one (1) such field examination during each 12-month period.

Books and Records; Inspection Rights. Without limiting Sections 5.11 Section 5.16 or 5.12 5.17 hereof, each Loan Party Borrower will, and will cause each of its Restricted Subsidiaries to, (a) 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 and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Agent or the Collateral Agent or any Lender (including employees of the Administrative Agent, either the Collateral Agent, any Lender Agent or any consultants, accountants, lawyers lawyers, appraisers and appraisers field examiners retained by the Administrative Agent, either the Collateral Agent or any LenderAgent), upon reasonable prior notice, to visit and inspect its properties and to examine and make extracts from its books and records, and the Borrowers or the applicable Loan Party or Restricted Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representatives, all at such reasonable times as are requested; provided, however, that if an Event of Default has occurred and is continuing, there shall be no limitation on the number of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers. The Loan Parties Borrowers acknowledge that the Administrative Agent and each the Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports reports pertaining to the Loan Parties’ and their respective Subsidiaries Subsidiaries’ assets for internal use by the Administrative Agent, each the Collateral Agent and the Lenders.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each The Loan Party Parties will, and will cause each of its their Subsidiaries to, (a) keep in all material respects proper books of record and account in which full, true and correct entries in all material respects in conformity, in all material respects, with GAAP and applicable law are made of all material dealings and material transactions in relation to its business and activities activities. The Loan Parties will, and (b) on up to one occasion per calendar year will cause each of the Subsidiaries to, permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained who may be accompanied by the Administrative Agent, either Collateral Agent or any a Lender), upon no less than five (5) Business Days’ prior written notice (provided that no such prior written notice shall be required during the occurrence and continuance of an Event of Default) and at reasonable prior noticetimes during normal business hours, to visit and inspect its properties and properties, to examine and make extracts from its books and records, environmental assessment reports and the applicable Loan Party Phase I or Subsidiary will make its officers Phase II studies, and independent accountants available to discuss its affairs, finances and condition with such representativesits officers, all at such reasonable times and as are often as reasonably requested; provided, howeverprovided , that if an so long as no Event of Default has occurred and is continuing, there shall be no limitation on the number of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All shall not be required to pay for any such site visits and inspections shall inspection (but may be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Loan Party shall provide obligated reimburse the Administrative Agent, each Collateral Agent for field exams and each Lender with access to its suppliersappraisals as provided in Sections 5.11 and 5.12 below). The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders. The Loan Parties and the Subsidiaries shall have no obligation to discuss or disclose to Administrative Agent, any Lender, or any of their officers, directors, employees or agents, materials protected by attorney-client privilege (including any attorney work product) materials that constitute non-financial trade secrets or non-financial proprietary information, or materials that the Loan Parties or any of the Subsidiaries may not disclose without violation of a confidentiality obligation binding upon it.