Common use of Books and Records; Inspections Clause in Contracts

Books and Records; Inspections. Each Credit Party will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings and transactions in relation to its business and activities. Each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiaries; provided that (i) the Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Books and Records; Inspections. Each Credit Party willThe Borrower shall, and will shall cause each of its Subsidiaries other Loan Party and each other Subsidiary to, keep proper maintain books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings and transactions in relation records pertaining to its respective business operations in such detail, form and activitiesscope as is consistent with good business practice and in accordance with GAAP. Each Credit Party willThe Borrower shall, and will shall cause each of its Subsidiaries other Loan Party and each other Subsidiary to, permit representatives or agents of any authorized representatives designated by Lender or the Administrative Agent at the request Agent, from time to time after reasonable prior notice if no Event of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower Default shall be allowed to in existence, as often as may be present during such discussions)reasonably requested, all upon reasonable notice and at such reasonable times but only during normal business hours and as often as may reasonably be requestedat the expense of such Lender or the Administrative Agent (unless an Event of Default shall exist, in each case, in a manner that does not unduly interfere with which case the business and operations exercise by the Administrative Agent of its rights under this Section shall be at the expense of the Credit Parties Borrower), as the case may be, to: (a) visit and inspect all properties of the Borrower or such Subsidiary or other Loan Party to the extent any such right to visit or inspect is within the control of such Person; (b) inspect and make extracts from their Subsidiariesrespective books and records, including but not limited to management letters prepared by independent accountants; provided that and (ic) discuss with its officers, and its independent accountants (in the presence of an officer of the Borrower so long as no Event of Default has occurred and is continuing), its business, properties, condition (financial or otherwise), results of operations and performance. If requested by the Administrative Agent, the Borrower shall only be obligated execute an authorization letter addressed to reimburse the Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to accountants authorizing the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law to discuss the financial affairs of the Borrower and any other Loan Party or any binding confidentiality obligation pursuant to any Contractual Obligation other Subsidiary with any Third Party its accountants which, so long as no Event of Default has occurred and is continuing, shall be in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productpresence of an officer of the Borrower.

Books and Records; Inspections. Each Credit Party will, and The Borrower will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP Applicable Accounting Rules shall be made of all dealings and transactions in relation to its business and activities. Each Credit Party will, and The Borrower will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), to visit and inspect any of the properties of any Credit Party and any it at which the principal financial records regarding the Collateral of its respective Subsidiariesit are located, to inspect, copy and take extracts from its and their financial and accounting recordsrecords of the Collateral, and to discuss its and their affairs, finances and accounts as it relates to the Collateral with its and their officers and independent public accountants (and an authorized representative of provided that the Borrower shall be allowed to may, if it so chooses, have one or more employees or representatives be present during at or participate in any such discussionsdiscussion), all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiarieshours; provided that (ix) only the Borrower shall only be obligated to reimburse Administrative Agent on behalf of the Lender may exercise the rights of the Administrative Agent and the Requisite Lenders for Lender under this Section 5.01(f), (y) the expenses of Administrative Agent shall not exercise such rights more often than one time during any calendar year and (z) only one such inspection visit per calendar year prior to shall be at the occurrence expense of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expenseBorrower; provided, further, that, further that notwithstanding anything to the contrary in this Section 5.6herein, none of Holdings or any of its Subsidiaries will the Borrower shall not be required to disclose, permit the inspection, examination or making of copies of or taking abstracts offrom, or discussion of, discuss any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any the Lender (or any of their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to applicable law, (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (biii) that is subject to attorney-client or similar privilege or constitutes attorney work productproduct or (iv) in respect of which the Borrower owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 5.01(f)).

Books and Records; Inspections. Each Credit Party will, and will cause each of its Restricted Subsidiaries to, (a) keep proper adequate books of record and accounts account in which full, true and correct entries in conformity in all material respects with GAAP shall be are made of all dealings and transactions in relation to its business and activities. Each Credit Party willactivities and (b) permit Administrative Agent, any Lender and will cause each any of its Subsidiaries to, permit any authorized their respective representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents)employees, at the Borrower’s expense (subject to the proviso below)consultants, accountants, lawyers and appraisers) to visit and inspect any of the properties of any Credit Party and any of its respective Restricted Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions)accountants, all upon reasonable notice and at such reasonable times during normal business hours and hours, as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiaries; provided that (i) visits by any Lender shall be coordinated through Administrative Agent at Borrower’s request and (ii) so long as no Event of Default has occurred and is continuing, visits by any Lender or its representatives shall be limited to once per Fiscal Year and shall be at such Lender’s expense. By this provision the Credit Parties authorize such accountants to discuss with Administrative Agent and each Lender and such representatives the affairs, finances and accounts of Borrower shall only be obligated and its Restricted Subsidiaries. The Credit Parties acknowledge that Administrative Agent, after exercising its rights of inspection, may prepare and distribute to reimburse the Lenders certain reports pertaining to the Credit Parties’ assets for internal use by Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of an Event of DefaultLenders; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspectionprovided that, in each case at such Lender’s sole expense; providedcase, further, that, notwithstanding anything the foregoing shall be subject to the contrary in this Section 5.6, none of Holdings any confidentiality restrictions to which any Credit Party or any of its Subsidiaries will be required to disclose, permit are subject in the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect conduct of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productOrdinary Course of Business.

Books and Records; Inspections. Each Credit Party willThe Grantor shall maintain at its own cost and expense, in accordance with sound business practices, complete and will cause each accurate, in all material respects, books and records of its Subsidiaries tothe Collateral, keep proper including, without limitation, a record of all payments received and all credits granted with respect to the Collateral and all other material dealings with the Collateral. Upon the occurrence and during the continuation of any Event of Default, the Grantor shall deliver and turn over any such books of record and accounts in which full, records (or true and correct entries in conformity in all material respects with GAAP copies thereof) to the Secured Party or its Representative at any time on written demand. The Grantor shall be made of all dealings and transactions in relation to its business and activities. Each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents)permit, at the Borrower’s expense (subject to the proviso below), to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requestedwith reasonable prior notice, in each case, in a manner that does not unduly interfere with the business Secured Party or its Representative to: (i) inspect the properties and operations of the Credit Parties Grantor or any Pledged Entity (to the extent the Grantor is permitted to inspect the Pledged Entity’s property and their Subsidiariesoperations); (ii) visit any or all of its offices, to discuss its financial matters with its directors or officers and with its independent auditors (and the Grantor hereby authorizes such independent auditors to discuss such financial matters with the Secured Party or its Representative; provided that the Grantor shall be invited to attend any such meeting with its independent auditors); (iii) examine (and, at the expense of the Grantor, photocopy extracts from) any of its books or other records; and (iv)(A) inspect the Collateral and other tangible assets of the Grantor or any Pledged Entity (to the extent the Grantor is permitted to inspect the Pledged Entity’s assets), (B) perform appraisals of the equipment of the Grantor or any Pledged Entity (to the extent the Grantor is permitted to perform appraisals of the equipment of the Pledged Entity) and (C) inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to any Collateral, for purposes of or otherwise in connection with conducting a review, audit or appraisal of such books and records. The Grantor will pay the Secured Party the reasonable out-of-pocket costs and expenses of any audit or inspection of the Collateral promptly after receiving the invoice; provided that the Grantor shall not be required to reimburse the Secured Party for the foregoing expenses relating to more than one such inspection or audit in any calendar year unless an Event of Default has occurred and is continuing, in which event the Grantor shall be required to reimburse the Secured Party for any and all of the foregoing expenses. Notwithstanding anything contained in this Section 4.1(c) to the contrary, if an Event of Default shall have occurred and be continuing, then the Secured Party or its Representative may take any of the actions specified in clauses (i) the Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for the expenses through (iv) of one such inspection per calendar year this Section 4.1(c) without prior notice to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative Grantor, but shall endeavor in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts good faith to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productthe Grantor subsequent notice.

Books and Records; Inspections. Each Credit Party will, The Borrower and each Restricted Subsidiary will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be and applicable law are made of all dealings and transactions in relation to its business and activities. Each Credit Party will, The Borrower and each Restricted Subsidiary will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at or any Lender (pursuant to a request made through the request of the Requisite Lenders Administrative Agent) (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), or their authorized representatives) to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiariesproperties, to inspectexamine, copy and take make extracts from its and their financial and accounting records, records and to discuss its business, operations, assets, liabilities (including contingent liabilities) and their affairs, finances and accounts financial condition with its and their officers and independent registered public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions)accounting firm, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiaries; provided that unless an Event of Default has occurred and is continuing, such visits and inspections shall be limited to not more than one visit and inspection (icoordinated through the Administrative Agent) in any Fiscal Year and such visit and inspection shall be at the expense of the Borrower shall only be obligated to reimburse (it being agreed that during the Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence continuance of an Event of Default; , such visits and (ii) any authorized representatives designated inspections are not limited in number or otherwise by any Lender (including this proviso and all such visits and inspections shall be at the right to appoint third party agents) may accompany expense of the Borrower). The Administrative Agent and the Lenders conducting any such visit or its representative inspection shall give the Borrower a reasonable opportunity to participate in connection any discussions with any inspection, in each case at such Lenderthe Borrower’s sole expense; provided, further, that, notwithstanding independent registered public accounting firm. Notwithstanding anything to the contrary in this Section 5.6, none of Holdings or neither the Borrower nor any of its Subsidiaries Restricted Subsidiary will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts ofexamination, copying or discussion of, of any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractorsdesignees) (i) is prohibited by applicable law or any obligations of confidentiality binding confidentiality obligation pursuant upon the Borrower or any Restricted Subsidiary or (ii) would result in a waiver of any attorney-client privilege or attorney work product protection inuring to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s the Borrower or a Restricted Subsidiary’s obligations under this Section 5.6 (it being understood and agreed , provided that the Credit Parties Borrower shall notify the Administrative Agent promptly upon obtaining knowledge that such information is being withheld and, in the case of clause (i) above, the Borrower and the Restricted Subsidiaries shall use their commercially reasonable efforts to provide such communicate or permit the inspection, examination, copying or discussion, to the extent permitted, of the applicable document, information or other matter in a manner which way that would comply not violate the applicable law or any such obligation of confidentiality and, in the case of any such obligation of confidentiality, to obtain a waiver with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productrespect thereto.

Books and Records; Inspections. Each Credit Party willThe Parent and the Borrower shall, and will shall cause each of its Subsidiaries other Loan Party and, subject to Section 12.14., each other Subsidiary to, keep proper books of record and accounts account in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings and transactions in relation to its business and activities. Each Credit Party willThe Parent and the Borrower shall, and will shall cause each of its Subsidiaries other Loan Party and, subject to Section 12.14., each other Subsidiary to, permit any authorized representatives designated by of the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), or any Lender to visit and inspect any of the properties of any Credit Party their respective properties, to examine and make abstracts from any of its their respective Subsidiaries, to inspect, copy books and take extracts from its and their financial and accounting records, records and to discuss its and their respective affairs, finances and accounts with its and their officers respective officers, employees and independent public accountants (and in the presence of an authorized representative officer of the Borrower shall be allowed to be present during such discussionsParent if an Event of Default does not then exist), all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requestedrequested (but in the case of a visit by representatives of a Lender, in each caseno more often than once during any year by such Lender unless a Default or Event of Default exists (it being agreed that property tours and bank meetings do not constitute a “visit”)) and so long as no Event of Default exists, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiaries; provided that (i) the reasonable prior notice. The Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for their costs and expenses incurred in connection with the expenses exercise of one their rights under this Section only if such inspection per calendar year prior to the occurrence of an exercise occurs while a Default or Event of Default; Default exists. The Parent hereby authorizes and (ii) instructs its accountants to discuss the financial affairs of the Parent, the Borrower, any authorized representatives designated by other Loan Party or any Lender (including the right to appoint third party agents) may accompany other Subsidiary with the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding . Notwithstanding anything to the contrary in this Section 5.6Section, none of Holdings the Parent, the Borrower or any of its their respective Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter of (a) any contract entered into in respect the ordinary course of business the disclosure of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) and the Lenders is prohibited by law or any binding a confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not agreement entered into in contemplation of) such Credit Party’s or Subsidiary’s for purposes other than avoiding the Loan Parties’ and their Subsidiaries’ obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productany information regarding shareholders of the Parent.

Books and Records; Inspections. Each Credit Party willThe Parent and the Borrower shall, and will shall cause each of its Subsidiaries other Loan Party and each other Subsidiary to, keep proper books of record and accounts account in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings and transactions in relation to its business and activities. Each Credit Party willThe Parent and the Borrower shall, and will shall cause each of its Subsidiaries other Loan Party and each other Subsidiary to, permit any authorized representatives designated by of the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), or any Lender to visit and inspect any of the properties of any Credit Party their respective properties, to examine and make abstracts from any of its their respective Subsidiaries, to inspect, copy books and take extracts from its and their financial and accounting records, records and to discuss its and their respective affairs, finances and accounts with its and their officers respective officers, employees and independent public accountants (and in the presence of an authorized representative officer of the Borrower shall be allowed to be present during such discussionsParent if an Event of Default does not then exist), all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requestedrequested and so long as no Event of Default exists, in each case, in a manner that does not unduly interfere with the business reasonable prior notice. The Parent and operations of the Credit Parties and their Subsidiaries; provided that (i) the Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for their reasonable and documented out-of-pocket costs and expenses incurred in connection with the expenses exercise of one their rights under this Section only if such inspection per calendar year prior to the occurrence of an exercise occurs while a Default or Event of Default; Default exists. Each of the Parent and (ii) the Borrower hereby authorizes and instructs its accountants to discuss the financial affairs of the Parent, the Borrower, any authorized representatives designated by other Loan Party or any Lender (including the right to appoint third party agents) may accompany other Subsidiary with the Administrative Agent or its representative in connection with any inspectionLender. Notwithstanding the foregoing or any other provision of this Agreement, in each case at such Lender’s sole expense; providedno event will the Parent, furtherthe Borrower, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its their respective Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure disclose to the Administrative Agent or any Lender (any documents the disclosure of which would violate regulatory or their respective representatives contractual confidentiality obligations binding upon the Parent, the Borrower or contractors) is prohibited by law or such Subsidiary so long as any binding such contractual confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not obligations arise under documents entered into in contemplation of) such Credit Party’s or Subsidiary’s the ordinary course of business for purposes other than avoiding the Loan Parties’ obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts or would otherwise reasonably be expected to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to contravene attorney-client or similar privilege or constitutes constitute attorney work product.

Books and Records; Inspections. Each Credit Party will(a) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, keep proper maintain books and records (including computer records and programs) of record account pertaining to the assets, liabilities and accounts financial transactions of the Loan Parties and their Subsidiaries in which fullsuch detail, true form and correct entries in conformity in all material respects scope as is consistent with GAAP shall be made of all dealings and transactions in relation to its good business and activities. Each Credit Party willpractice. (b) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, permit any authorized representatives designated by provide the Administrative Agent at and its agents access to the request premises of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its Loan Parties and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times Subsidiaries during normal business hours and with reasonable notice under the circumstances once per fiscal year, and at any time (or as often many times) after the occurrence and during the continuance of an Event of Default, for the purposes of (A) inspecting and verifying the Collateral, (B) inspecting and copying any and all records pertaining thereto, and (C) discussing the affairs, finances and business of the Loan Parties and their Subsidiaries with any officer, employee or director thereof or with the Auditors (subject to such Auditor’s policies and procedures). The Borrowers shall reimburse the Agent for the reasonable and documented travel and related expenses of the Agent’s employees or, at the Agent’s option, of such outside accountants or examiners as may reasonably be requestedretained by the Agent to verify or inspect Collateral, in each case, in a manner that does not unduly interfere with the business and operations records or documents of the Credit Loan Parties and their Subsidiaries; provided that (i) that, so long as no Event of Default then exists, the Borrower number of inspections for which the Borrowers shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders liable for the expenses of one such inspection per calendar year prior reimbursement to the occurrence of an Event of Default; and Agent hereunder shall be limited to one (ii1) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expenseper fiscal year; provided, further, thatthat the foregoing shall not operate to limit the number of inspections that the Agent may elect to undertake. If the Agent’s own employees are used, notwithstanding anything the Borrowers shall also pay such reasonable per diem allowance as the Agent may from time to time establish, or, if outside examiners or accountants are used, the contrary in this Section 5.6, none Borrowers shall also pay the Agent such sum as the Agent may be obligated to pay as fees for such services. All such Obligations may be charged to any account of Holdings the Borrowers with the Agent or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productAffiliates.

Books and Records; Inspections. Each Credit Party will(a) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, keep proper maintain books and records (including computer records and programs) of record account pertaining to the assets, liabilities and accounts financial transactions of the Loan Parties and their Subsidiaries in which fullsuch detail, true form and correct entries in conformity in all material respects scope as is consistent with GAAP shall be made of all dealings and transactions in relation to its good business and activities. Each Credit Party willpractice. (b) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, permit any authorized representatives designated by the Administrative provide Agent at the request and its agents and one representative of each of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject access to the proviso below), to visit and inspect any premises of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its Loan Parties and their financial Subsidiaries at any time and accounting recordsfrom time to time, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and as often with reasonable notice under the circumstances, and at any time after the occurrence and during the continuance of a Default or Event of Default, for the purposes of inspecting records or documents of the Loan Parties and their Subsidiaries and discussing the affairs, finances and business of the Loan Parties and their Subsidiaries with any officer, employee or director thereof or with the Auditors (subject to such Auditor’s policies and procedures, and the right of the Loan Parties to be present at the discussions with the Auditors). Borrower shall reimburse Agent for the reasonable and documented travel and related expenses of Agent’s employees or, at Agent’s option, of such outside accountants or examiners as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations retained by Agent to verify or inspect records or documents of the Credit Loan Parties and their Subsidiaries; provided that (i) that, so long as no Default or Event of Default then exists, the number verifications and inspections for which Borrower shall only be obligated liable for reimbursement to reimburse the Administrative Agent hereunder shall be limited to one verification and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expensecalendar year; provided, further, thatthat the foregoing shall not operate to limit the number of verifications or inspections that Agent may elect to undertake. If Agent’s own employees are used, notwithstanding Borrower shall also pay such reasonable per diem allowance as Agent may from time to time establish, or, if outside examiners or accountants are used, Borrower shall also pay Agent such sum as Agent may be obligated to pay as fees for such services. Notwithstanding anything to the contrary in this Section 5.67.7, none of Holdings the Borrower or any of its Subsidiaries 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) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) agreement or (bc) that is subject to attorney-client or similar privilege or constitutes attorney work product; provided, that in the event the Borrower does not provide information in reliance on clauses (b) and (c) of this sentence, the Borrower shall provide notice to the Agent (to the extent permitted to do so) that such information is being withheld and the Borrower shall use commercially reasonable efforts to obtain consent to provide such information or otherwise to communicate, to the extent both feasible and permitted under applicable law, rule, regulation or confidentiality obligation or without waiving such privilege, as applicable, the applicable information.

Books and Records; Inspections. Each Credit Party will(a) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, keep proper maintain books and records (including computer records and programs) of record account pertaining to the assets, liabilities and accounts financial transactions of the Loan Parties and their Subsidiaries in which fullsuch detail, true form and correct entries in conformity in all material respects scope as is consistent with GAAP shall be made of all dealings and transactions in relation to its good business and activities. Each Credit Party willpractice. (b) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, permit any authorized representatives designated by the Administrative provide Agent at the request and its agents and one representative of each of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject access to the proviso below), to visit and inspect any premises of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its Loan Parties and their financial Subsidiaries at any time and accounting recordsfrom time to time, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and as often with reasonable notice under the circumstances, and at any time after the occurrence and during the continuance of a Default or Event of Default, for the purposes of (i) inspecting and verifying the Collateral, (ii) inspecting and copying any and all records pertaining thereto, (iii) [reserved], and (iv) discussing the affairs, finances and business of the Loan Parties and their Subsidiaries with any officer, employee or director thereof or with the Auditors (subject to such Auditor’s policies and procedures, and the right of the Loan Parties to be present at the discussions with the Auditors). The Borrower shall reimburse Agent for the reasonable and documented travel and related expenses of Agent’s employees or, at Agent’s option, of such outside accountants or examiners as may reasonably be requestedretained by Agent to verify or inspect Collateral, in each case, in a manner that does not unduly interfere with the business and operations records or documents of the Credit Loan Parties and their Subsidiaries; provided that (i) that, so long as no Default or Event of Default then exists, the number verifications and inspections for which The Borrower shall only be obligated liable for reimbursement to reimburse the Administrative Agent hereunder shall be limited to one verification and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expensecalendar year; provided, further, thatthat the foregoing shall not operate to limit the number of verifications or inspections that Agent may elect to undertake. If Agent’s own employees are used, notwithstanding the Borrower shall also pay such reasonable per diem allowance as Agent may from time to time establish, or, if outside examiners or accountants are used, the Borrower shall also pay Agent such sum as Agent may be obligated to pay as fees for such services. Notwithstanding anything to the contrary in this Section 5.67.7, none of Holdings the Borrower or any of its Subsidiaries 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) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) agreement or (bc) that is subject to attorney-client or similar privilege or constitutes attorney work product; provided, that in the event the Borrower does not provide information in reliance on clauses (b) and (c) of this sentence, the Borrower shall provide notice to the Agent (to the extent permitted to do so) that such information is being withheld and the Borrower shall use commercially reasonable efforts to obtain consent to provide such information or otherwise to communicate, to the extent both feasible and permitted under applicable law, rule, regulation or confidentiality obligation or without waiving such privilege, as applicable, the applicable information.

Books and Records; Inspections. Each Credit Party willThe Borrower shall, and will shall cause each of its Subsidiaries other Loan Party and each other Subsidiary to, keep proper books of record and accounts account in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings and transactions in relation to its business and activities. Each Credit Party willThe Borrower shall, and will shall cause each of its Subsidiaries other Loan Party and each other Subsidiary to, permit any authorized representatives designated by of the Administrative Agent at the request (who may be accompanied by representatives of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), Lenders) to visit and inspect any of the properties of any Credit Party their respective properties, to examine and make abstracts from any of its their respective Subsidiaries, to inspect, copy books and take extracts from its and their financial and accounting records, records and to discuss its and their respective affairs, finances and accounts with its and their officers respective officers, employees and independent public accountants (and in the presence of an authorized representative officer of the Borrower shall be allowed to be present during such discussionsif an Event of Default does not then exist), all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requestedrequested and so long as no Event of Default exists, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiariesreasonable prior notice; provided that (i) representatives of the Loan Parties and Subsidiaries may be present during all such inspections and discussions, (ii) each representative of the Administrative Agent and the Lenders shall take reasonable steps to minimize disruption to the operations of each Loan Party and each Subsidiary caused by such inspection; and (iii) nothing contained herein shall require any Loan Party or any Subsidiary to permit Administrative Agent or any Lender to examine or otherwise have access to any matter that is protected from disclosure by the attorney-client privilege or the doctrine of attorney work product. The Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for their reasonable costs and expenses incurred in connection with the expenses exercise of one their rights under this Section only if such inspection per calendar year prior to the occurrence of an exercise occurs while a Default or Event of Default; and (ii) any authorized representatives designated Default exists. If requested by any Lender (including the right Administrative Agent, the Borrower shall execute an authorization letter addressed to appoint third party agents) may accompany its accountants authorizing the Administrative Agent or its representative in connection with to discuss the financial affairs of the Borrower, any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings other Loan Party or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation Subsidiary with any Third Party in effect prior to (and not entered into in contemplation of) such Credit PartyBorrower’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productaccountants.

Books and Records; Inspections. Each Credit Party willHoldings, the Borrower and each other Restricted Subsidiary will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be and applicable law are made of all dealings and transactions in relation to its business and activities. Each Credit Party willHoldings, the Borrower and each other Restricted Subsidiary will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at or any Lender (pursuant to a request made through the request of the Requisite Lenders Administrative Agent) (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), or their authorized representatives) to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiariesproperties, to inspectexamine, copy and take make extracts from its and their financial and accounting records, records and to discuss its business, operations, assets, liabilities (including contingent liabilities) and their affairs, finances and accounts financial condition with its and their officers and independent registered public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions)accounting firm, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested; provided that, notwithstanding anything to the contrary contained in each casethis Agreement (including Section 10.2), unless an Event of Default has occurred and is continuing, such visits and inspections shall be limited to not more than one visit and inspection (coordinated through the Administrative Agent) in a manner that does not unduly interfere with any Fiscal Year and such visit and inspection shall be at the business and operations expense of the Credit Parties and their Subsidiaries; provided Borrower (it being agreed that (i) during the Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence continuance of an Event of Default; , such visits and (ii) any authorized representatives designated inspections are not limited in number or otherwise by any Lender (including this proviso and all such visits and inspections shall be at the right to appoint third party agents) may accompany expense of the Borrower). The Administrative Agent and the Lenders conducting any such visit or its representative inspection shall give the Borrower a reasonable opportunity to participate in connection any discussions with any inspection, in each case at such Lenderthe Borrower’s sole expense; provided, further, that, notwithstanding independent registered public accounting firm. Notwithstanding anything to the contrary in this Section 5.6, none of Holdings Holdings, the Borrower or any of its Subsidiaries other Subsidiary will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts ofexamination, copying or discussion of, of any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information or (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractorsdesignees) (A) is prohibited by applicable law or any obligations of confidentiality binding confidentiality obligation pursuant upon Holdings, the Borrower or any other Subsidiary or (B) would result in a waiver of any attorney-client privilege or attorney work product protection inuring to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s Holdings, the Borrower or another Subsidiary’s obligations under this Section 5.6 (it being understood and agreed , provided that the Credit Parties Borrower shall notify the Administrative Agent promptly upon obtaining knowledge that such information is being withheld and, in the case of clause (ii)(A) above, Holdings, the Borrower and the other Restricted Subsidiaries shall use their commercially reasonable efforts to provide such communicate or permit the inspection, examination, copying or discussion, to the extent permitted, of the applicable document, information or other matter in a manner way that would not violate the applicable law or any such obligation of confidentiality. This Section 5.6 shall not apply to field examinations relating to the computation of the Borrowing Base or appraisals of the Inventory included in the Borrowing Base, which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productshall be governed by Section 5.7.

Books and Records; Inspections. Each Except as would not reasonably be expected to have a Material Adverse Effect, each Credit Party will, and will cause each of its the OZ Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings material financial transactions and transactions in relation to matters involving its business assets and activitiesbusiness. Each Credit Party will, and will cause each of its the OZ Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), any Lender to visit and inspect any of the properties of any Credit Party and any of its respective the OZ Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and provided that an authorized representative Authorized Officer of the Borrower Issuer or any Credit Party shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, requested in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiariesadvance; provided that (i) absent any Event of Default the Borrower Borrowers shall only not be obligated required to reimburse the Administrative Agent and the Requisite Lenders for pay the expenses of one such inspection per calendar year prior to related thereto more frequently than once each Fiscal Year; and provided further that during the occurrence existence of an Event of Default; and Default Administrative Agent (ii) or any authorized representatives designated by any Lender (including the right to appoint third party agentsof its representatives) may accompany do any of the Administrative Agent or its representative in connection with foregoing at the expense of the Borrowers at any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding time during normal business hours and without advance notice. Notwithstanding anything to the contrary in this Section 5.65.06, none of Holdings or the Credit Parties nor any of its the OZ Subsidiaries 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 (ai) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) agreement or (biii) that is subject to attorney-client or similar privilege or constitutes attorney work product; provided that the Borrowers shall use commercially reasonable efforts to notify the Administrative Agent if information is being withheld pursuant to this sentence to the extent such notice would not itself be prohibited by law or binding agreement, or reasonably be likely to compromise such attorney-client privilege or the privilege afforded to attorney work product.

Books and Records; Inspections. Each Credit Loan Party will, and will cause each of its Subsidiaries to, (a) keep proper adequate books of record and accounts account in which full, true and correct entries in conformity in all material respects with GAAP shall be are made of all material dealings and transactions in relation to its business and activities. Each Credit Party will, activities and will cause each of its Subsidiaries to, (b) permit any authorized representatives designated by the Administrative Agent at the request or any Lender (including employees of the Requisite Lenders (including Administrative Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), Administrative Agent) to visit and inspect any of the properties of any Credit Loan Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions)accountants, all upon reasonable notice and at such reasonable times during normal business hours hours, all subject to, as and as often as may reasonably be requestedwhere applicable, in each case, in a manner that does not unduly interfere compliance with all safety and site policies of such Loan Party. By this provision the Loan Parties authorize such independent accountants to discuss with the business Administrative Agent and operations Lender and such representatives the affairs, finances and accounts of the Credit Parties and their Subsidiarieseach Loan Party; provided that (i) such Loan Party shall be afforded an opportunity to be present at any such discussions with the Borrower independent accountants, (ii) unless an Event of Default has occurred, such visits and inspections shall only occur not more than two times in any twelve month period for Administrative Agent and all of the Lenders taken together, at the expense of the Loan Parties, such expenses to be obligated reasonable and documented, and (iii) if no Default or Event of Default has occurred and is continuing, the cost and expense of any additional visits and inspections by the Administrative Agent or any Lender shall be for the account of the Lenders. No Loan Party will be responsible for injuries to reimburse or damages suffered by the Administrative Agent or any Lender or any officer, employee, agent or representative of the Administrative Agent or any Lender while visiting or inspecting the Properties of any Loan Party, unless such injuries or damages are caused by or directly result from the negligence or willful misconduct of such Loan Party, its officers, agents, representatives, contractors, or subcontractors. The Loan Parties acknowledge that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain reports pertaining to the Loan Parties’ assets for internal use by Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding Lenders. Notwithstanding anything to the contrary in this Section 5.65.7, none of Holdings the Loan Parties or any of its their Subsidiaries will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts of, inspection or discussion of, any document, information or other matter (ax) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractorsrepresentatives) is prohibited by law Governmental Requirement or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) agreement or (by) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Books and Records; Inspections. Each Credit Party will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all material dealings and transactions in relation to its business and activities. Each To the extent permitted by Law, each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), any Lender to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (accountants, subject to the customary policies and an authorized representative procedures of the Borrower shall be allowed to be present during such discussions)independent public accountants, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested; provided, in each casethat, in a manner that does not unduly interfere with excluding any such visits and inspections during the business and operations continuation of the Credit Parties and their Subsidiaries; provided that any Event of Default, (i) only Administrative Agent, Collateral Agent or Syndication Agent on behalf of the Lenders may exercise the rights of the Lenders under this Section 5.6 and such Agents may (either individually, or at the request of the Requisite Lenders) make no more than two (2) such visits or inspections during any calendar year, and (ii) Borrower shall only be obligated required to reimburse such Agent for the costs of such visit or inspection only one (1) such time during any calendar year; provided further, that during the continuation of any Event of Default, Administrative Agent, Collateral Agent or Syndication Agent (or any of their representatives) may do any of the foregoing (but not more than once during the period such Event Default is outstanding) at the expense of Parent Borrower upon reasonable notice and during normal business hours Administrative Agent and the Requisite Lenders for shall give Parent Borrower the expenses of one such inspection per calendar year prior opportunity to the occurrence of an Event of Default; and (ii) participate in any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection discussions with any inspection, in each case at such LenderParent Borrower’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productSubsidiaries’ independent public accountants.

Books and Records; Inspections. Each Credit Party (a) The Loan Parties will, and will cause each of its their Subsidiaries to, keep proper books of record and accounts in records which full, true and correct entries in conformity accurately reflect in all material respects with GAAP shall be made of all dealings and transactions in relation to its business affairs and activities. Each Credit Party transactions, in accordance with GAAP. (b) The Loan Parties will, and will cause each of its their Subsidiaries to, permit any authorized representatives designated by the Administrative Agent and each Lender or any of their respective representatives (including outside auditors), upon reasonable prior notice, at reasonable times and intervals and during normal working hours, to visit all of its offices, to discuss its financial matters with its officers and independent public accountant (and the Parent and the Borrower hereby authorize such independent public accountant to discuss the Loan Parties and their Subsidiaries financial matters with each Lender or its representatives whether or not any representative of the Parent or the Borrower is present) and to examine (and, at the request expense of the Requisite Lenders Borrower, copy extracts from) of any of its Accounts, other assets and books or other corporate records (including computer records); provided that excluding any such visits and inspections during the right to appoint third party agents)continuation of any Event of Default, only one (1) such visit during any calendar year shall be at the Borrower’s expense (subject reasonable expense, and during the continuation of any Event of Default such visits and inspections may be made without the requirement of prior notice to the proviso below), to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Loan Parties and their Subsidiaries; provided that Subsidiaries and at the Borrower’s expense. (ic) Subject to clause (b), the Borrower shall only be obligated to reimburse will pay all the reasonable fees and expenses of the Administrative Agent and each Lender in the Requisite Lenders for the expenses exercise of one such inspection per calendar year prior to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation rights pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productSection.

Books and Records; Inspections. Each Credit Party will, and will cause each of its Subsidiaries to, The Borrower shall keep proper books of record and accounts account in which fullcomplete, true and correct accurate entries in material conformity in all material respects with GAAP and all requirements of Law shall be made of all dealings financial transactions and transactions matters involving the assets and business of the Borrower, and shall maintain such books of record and account in relation to material conformity with applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower. Except as contemplated by the Accounts Agreement, the Borrower shall keep its books and records separate from the books and records of any other Person (including any Affiliates of the Borrower) that accurately reflect in all material respects all of its business affairs, transactions and activities. Each Credit Party will, the documents and will cause each other instruments that underlie or authorize all of its Subsidiaries to, limited liability company actions. The Borrower shall permit any authorized officers and designated representatives designated by the Administrative Agent at the request of the Requisite Lenders (including Lender and the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), Consultants to visit and inspect any of the properties of the Borrower (including its chief executive office, principal place of business, the Systems and the Sites, in each case subject to any Credit Party and restrictions contained in any of its respective Subsidiariesrelated Leases), to inspectexamine its limited liability company, copy and take extracts from its and their financial and accounting operating records, and make copies thereof or abstracts therefrom, and to discuss its and their affairs, finances and accounts with its and their members, managers, directors, officers and independent public accountants (and an authorized representative to otherwise inspect the Collateral and determine Borrower’s compliance with the Financing Documents, all at the expense of the Borrower but otherwise at the risk of Lender (provided, that so long as no Event of Default has occurred and is continuing, such visits or inspections shall be allowed to be present during at the expense of the Borrower only once per fiscal year; otherwise such discussions), all upon reasonable notice visits or inspections may occur as frequently as is desired by the Lender but at the Lender’s expense) and at such reasonable times during normal business hours for any System and as often as may be reasonably be requesteddesired, in each caseupon reasonable advance notice to the Borrower; provided, in a manner that does not unduly interfere with if an Event of Default has occurred and is continuing, the business and operations Lender or any Consultant (or any of their respective officers or designated representatives) may do any of the Credit Parties foregoing at the expense of the Borrower at any time during normal business hours and their Subsidiaries; provided that (i) without advance notice. Any officers or designated representatives of the Lender or Consultants visiting and inspecting any of the properties of the Borrower shall only be obligated to reimburse the Administrative Agent do so at their own risk and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of an Event of Default; shall exercise appropriate caution and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall otherwise use their all commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) avoid damage or (b) injury to the property and facilities that is subject to attorney-client or similar privilege or constitutes attorney work productthey are so visiting and inspecting.

Books and Records; Inspections. Each Except as would not reasonably be expected to have a Material Adverse Effect, each Credit Party will, and will cause each of its the OZ Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings material financial transactions and transactions in relation to matters involving its business assets and activitiesbusiness. Each Credit Party will, and will cause each of its the OZ Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), any Lender to visit and inspect any of the properties of any Credit Party and any of its respective the OZ Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and provided that an authorized representative Authorized Officer of the Borrower Issuer or any Credit Party shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, requested in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiariesadvance; provided that (i) absent any Event of Default the Borrower shall only not be obligated required to reimburse the Administrative Agent and the Requisite Lenders for pay the expenses of one such inspection per calendar year prior to related thereto more frequently than once each Fiscal Year; and provided further that during the occurrence existence of an Event of Default; and Default Administrative Agent (ii) or any authorized representatives designated by any Lender (including the right to appoint third party agentsof its representatives) may accompany do any of the Administrative Agent or its representative in connection with foregoing at the expense of the Borrower at any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding time during normal business hours and without advance notice. Notwithstanding anything to the contrary in this Section 5.65.06, none of Holdings or the Credit Parties nor any of its the OZ Subsidiaries 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 (ai) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) agreement or (biii) that is subject to attorney-client or similar privilege or constitutes attorney work product; provided that the Borrower shall use commercially reasonable efforts to notify the Administrative Agent if information is being withheld pursuant to this sentence to the extent such notice would not itself be prohibited by law or binding agreement, or reasonably be likely to compromise such attorney-client privilege or the privilege afforded to attorney work product.

Books and Records; Inspections. Each Credit Party will(a) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, keep proper maintain books and records (including computer records and programs) of record account pertaining to the assets, liabilities and accounts financial transactions of the Loan Parties and their Subsidiaries in which fullsuch detail, true form and correct entries in conformity in all material respects scope as is consistent with GAAP shall be made of all dealings and transactions in relation to its good business and activities. Each Credit Party willpractice. (b) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, permit any authorized representatives designated by the Administrative provide Agent at the request and its agents and one representative of each of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject access to the proviso below), to visit and inspect any premises of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its Loan Parties and their financial Subsidiaries at any time and accounting recordsfrom time to time, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and as often with reasonable notice under the circumstances, and at any time after the occurrence and during the continuance of a Default or Event of Default, for the purposes of (i) inspecting and verifying the Collateral, (ii) inspecting and copying any and all records pertaining thereto, (iii) [reserved], and (iv) discussing the affairs, finances and business of the Loan Parties and their Subsidiaries with any officer, employee or director thereof or with the Auditors (subject to such Auditor’s policies and procedures, and the right of the Loan Parties to be present at the discussions with the Auditors). Borrowers shall reimburse Agent for the reasonable and documented travel and related expenses of Agent’s employees or, at Agent’s option, of such outside accountants or examiners as may reasonably be requestedretained by Agent to verify or inspect Collateral, in each case, in a manner that does not unduly interfere with the business and operations records or documents of the Credit Loan Parties and their Subsidiaries; provided that (i) the Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of an that, so long as no Default or Event of Default; Default then exists, the number verifications and (ii) any authorized representatives designated by any Lender (including the right inspections for which Borrowers shall be liable for reimbursement to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, hereunder shall be limited to one verification and inspection in each case at such Lender’s sole expensecalendar year; provided, further, thatthat the foregoing shall not operate to limit the number of verifications or inspections that Agent may elect to undertake. If Agent’s own employees are used, notwithstanding Borrowers shall also pay such reasonable per diem allowance as Agent may from time to time establish, or, if outside examiners or accountants are used, Borrowers shall also pay Agent such sum as Agent may be obligated to pay as fees for such services. Notwithstanding anything to the contrary in this Section 5.67.7, none of Holdings the Borrower or any of its Subsidiaries 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) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) agreement or (bc) that is subject to attorney-client or similar privilege or constitutes attorney work product; provided, that in the event the Borrower does not provide information in reliance on clauses (b) and (c) of this sentence, the Borrower shall provide notice to the Agent (to the extent permitted to do so) that such information is being withheld and the Borrower shall use commercially reasonable efforts to obtain consent to provide such information or otherwise to communicate, to the extent both feasible and permitted under applicable law, rule, regulation or confidentiality obligation or without waiving such privilege, as applicable, the applicable information.

Books and Records; Inspections. Each Credit Party will, The Borrower shall (i) maintain books and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings and transactions in relation to its business and activities. Each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders records (including the right to appoint third party agents), at the Borrower’s expense (subject computer records and programs) of account pertaining to the proviso below)assets, to visit liabilities and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative transactions of the Borrower shall be allowed in such detail, form and scope as is consistent with good business practice and (ii) provide the Agent and its agents and one representative of each of the Lenders access to be present during such discussions)the premises of the Borrower at any time and from time to time, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requestedupon reasonable notice under the circumstances, in each caseand at any time after the occurrence and during the continuance of a Default or Event of Default, in a manner that does not unduly interfere for the purposes of (A) inspecting and verifying the Collateral, (B) inspecting and copying (at the Borrower's expense) any and all records pertaining thereto, and (C) discussing the affairs, finances and business of the Borrower with any officer, employee or director thereof or with the business Auditors, all of whom are hereby authorized to disclose to the Agent and operations the Lenders all financial statements, work papers, and other information relating to such affairs, finances or business. The Borrower shall reimburse the Agent for the reasonable travel and related expenses of the Credit Parties Agent's employees (unless the Agent has employed outside accountants for the purposes specified in this sentence) or, at the Agent's option, of such outside accountants retained by the Agent to verify or inspect Collateral and their Subsidiaries; provided the records or documents related thereto (I) up to three times in any twelve-month period (and more frequently in the Agent's discretion at any time that an Event of Default has occurred and is continuing) or (iII) in connection with the inspection of any Inventory acquired from another Person other than in the ordinary course of business if the value thereof is greater than $5,000,000. If the Agent's own employees are used, the Borrower shall only also pay a per diem allowance of $750 plus the Agent's related costs and expenses, or, if outside accountants are used, the Borrower shall also pay the Agent such sum as may be obligated required to reimburse the Administrative Agent and the Requisite Lenders for the expenses of one expense thereof. All such inspection per calendar year prior Obligations may be charged to the occurrence Loan Account or any other account of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany Borrower with the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required Affiliates. The Borrower hereby authorizes the Agent to disclosecommunicate directly with the Auditors to disclose to the Agent any and all financial information regarding the Borrower including, permit the inspectionwithout limitation, examination or making matters relating to any audit and copies or abstracts ofof any letters, or discussion of, any document, information memoranda or other matter (a) in respect of which disclosure correspondence related to the Administrative Agent business, financial condition or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that other affairs of the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productBorrower.

Books and Records; Inspections. Each The Credit Party willParties agree to maintain, and will cause each of its their Restricted Subsidiaries toto maintain, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings and transactions in relation to its business and activities. Each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders records (including the right to appoint third party agents), at the Borrower’s expense (subject computer records and programs) of account pertaining to the proviso below)COLLATERAL in such detail, to visit form and inspect any scope as is consistent with good business practice. The Credit Parties agree that the Agent and its agents may enter upon the premises of the properties of any each Credit Party and its Restricted Subsidiaries at any of its respective Subsidiariestime and from time to time, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and as often upon reasonable notice under the circumstances, and at any time after the occurrence and during the continuance of a Default or Event of Default, for the purposes of (i) inspecting and verifying the Collateral, (ii) inspecting and copying (at the Credit Parties' expense) any and all records pertaining thereto, and (iii) discussing the affairs, finances and business of any Credit Party with any officer or director of any Credit Party or with the Auditors, all of whom are hereby authorized to disclose to the Agent all financial statements, work papers, and other information relating to such affairs, finances or business. The Credit Parties shall jointly and severally reimburse the Agent for the reasonable travel and related out-of-pocket expenses of the Agent's employees or, at the Agent's option, of such outside accountants or examiners as may reasonably be requestedretained by the Agent to verify or inspect Collateral, in each caserecords or documents of a Credit Party on a regular basis or for a special inspection if the Agent deems the same appropriate (but not more than four times per year unless an Event of Default has occurred and is continuing). If the Agent's own employees are used, in the Credit Parties shall also jointly and severally pay a manner that does not unduly interfere with PER DIEM allowance of $400 per day per employee, or, if outside examiners or accountants are used, the business Credit Parties shall also jointly and operations severally pay the Agent such sum as the Agent may be obligated to pay as fees therefor. All such Obligations may be charged to the Loan Account or any other account of any of the Credit Parties and their Subsidiaries; provided that (i) with the Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of an Event of Default; and (ii) any authorized representatives designated by Agent, any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required to disclosetheir affiliates. The Credit Parties hereby authorize the Agent, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure upon prior notice to the Administrative Credit Parties, to communicate directly with the Auditors to disclose to the Agent or any Lender (or their respective representatives or contractors) is prohibited by law or and all financial information regarding any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that of the Credit Parties shall use their commercially reasonable efforts including, without limitation, matters relating to provide any audit and copies of any letters, memoranda or other correspondence related to the business, financial condition or other affairs of any of the Credit Parties. Upon notice to the Credit Parties that the Agent intends to conduct verifications of Accounts of the Credit Parties (but without any requirement that the Lender specify which Accounts are to be verified), the Agent may from time to time contact account debtors and take such information in a manner which would comply with such confidentiality obligation) or (b) that is subject other action as the Agent deems necessary to attorney-client or similar privilege or constitutes attorney work productverify Accounts.

Books and Records; Inspections. Each Credit Party willGrantor shall maintain at its own cost and expense, in accordance with sound business practices, complete and will cause each accurate, in all material respects, books and records of its Subsidiaries tothe Collateral, keep proper including, without limitation, a record of all payments received and all credits granted with respect to the Collateral and all other dealings with the Collateral. Upon the occurrence and during the continuation of any Event of Default, such Grantor shall deliver and turn over any such books of record and accounts in which full, records (or true and correct entries in conformity in copies thereof) to the Secured Party or its Representative at any time following 5 days’ prior written notice. Such Grantor shall permit, at reasonable times during business hours and following 5 day’s prior written notice, the Secured Party or its Representative to: (i) inspect the properties and operations of such Grantor or any Pledged Entity; (ii) visit any or all material respects with GAAP shall be made of all dealings and transactions in relation to its business and activities. Each Credit Party will, and will cause each of its Subsidiaries tooffices, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders to discuss its financial matters with its directors or officers; (including the right to appoint third party agents)iii) examine (and, at the Borrower’s expense of the Grantors, photocopy extracts from) any of its books or other records; and (subject iv)(A) inspect the Collateral and other tangible assets of such Grantor or any Pledged Entity, (B) perform appraisals of the equipment of such Grantor or any Pledged Entity and (C) inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to any Collateral, for purposes of or otherwise in connection with conducting a review, audit or appraisal of such books and records. Each Grantor will pay the Secured Party the reasonable out-of-pocket costs and expenses of any audit or inspection of the Collateral promptly after receiving the invoice; provided that such Grantor shall not be required to reimburse the Secured Party for the foregoing expenses relating to more than one such inspection or audit in any calendar year unless an Event of Default has occurred and is continuing, in which event such Grantor shall be required to reimburse the Secured Party for any and all of the foregoing expenses. Notwithstanding anything contained in this Section 4.1(c) to the proviso below)contrary, to visit if an Event of Default shall have occurred and inspect be continuing, then the Secured Party or its Representative may take any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, actions specified in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiaries; provided that clauses (i) the Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for the expenses through (iv) of one such inspection per calendar year prior to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.64.1(c) without prior notice to such Grantor, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) but shall endeavor in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts good faith to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productGrantor subsequent notice.

Books and Records; Inspections. Each Credit Party (a) Holdings and each Borrower will, and will cause each of its their Subsidiaries to, keep proper books of record and accounts in records which full, true and correct entries in conformity accurately reflect in all material respects with GAAP shall be made of all dealings and transactions in relation to its business affairs and activities. Each Credit Party transactions, in accordance with GAAP. (b) Holdings and each Borrower will, and will cause each of its their Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at the request and each Lender or any of the Requisite Lenders their respective representatives (including the right to appoint third party agentsoutside auditors), upon reasonable prior notice, at the Borrower’s expense (subject to the proviso below)reasonable times and intervals and during normal business hours, to visit and inspect any all of the properties of any Credit Party and any of its respective Subsidiariestheir offices, to inspect, copy and take extracts from its and discuss their financial and accounting records, and to discuss its and their affairs, finances and accounts matters with its and their officers and independent public accountants accountant (and an authorized representative provided that officers of Holdings or the Borrower Borrowers shall be allowed entitled to be present during at and participate in any such discussions)discussion) and to examine (and, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations expense of the Credit Parties Borrowers, copy extracts from) and their Subsidiariesconduct audits of any of its Inventory, Accounts, other assets and books or other corporate records (including computer records); provided that (i) excluding any such visits and inspections during the Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence continuation of an Event of Default; , only two such visits during any calendar year by the Administrative Agent, on behalf of the Lenders, shall be at the Borrowers’ expense. (c) Subject to clause (b), the Borrowers will pay all the reasonable and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany documented out-of-pocket fees and expenses of the Administrative Agent or its representative and each Lender in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding the exercise of their rights pursuant to this Section. Notwithstanding anything to the contrary in this Section 5.6Section, none of Holdings or Holdings, either Borrower nor any of its their Subsidiaries 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 or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) Law or (b) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Books and Records; Inspections. Each Credit Loan Party will, and will cause each of its Subsidiaries to, keep proper books of record and accounts account in which full, true and correct entries in conformity (in all material respects with GAAP shall be respects) entries are made of all material dealings and transactions in relation to its business and activities. Each Credit Loan Party willshall, and will shall cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right with respect to appoint third party agents)each owned, at the Borrower’s expense (subject to the proviso below)leased or controlled property, to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and upon reasonable advance notice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and Agent and its representatives shall have access at any and all times during the continuance thereof): (a) provide access to such property to the Agent and its representatives, as often frequently as may the Agent reasonably determines to be requestedappropriate; and (b) permit the Agent to conduct inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Loan Party’s and its Subsidiaries’ books and records and evaluate and conduct appraisals and evaluations in any manner and through any medium that the Agent considers reasonably necessary, in each caseinstance, in a manner that does not unduly interfere with at the business and operations of the Credit Parties and their SubsidiariesLoan Parties’ sole expense; provided that (i) the Borrower Loan Parties shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for the expenses of one such appraisal, evaluation and inspection per calendar year prior to the occurrence of quarter unless an Event of Default; Default has occurred and (ii) any authorized is continuing, in which case, the Loan Parties shall reimburse the Agent for the expenses of all such appraisals, evaluations and inspections conducted by the Agent or its representatives designated by any while such Event of Default is continuing. Any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative representatives in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Books and Records; Inspections. Each Except as would not reasonably be expected to have a Material Adverse Effect, each Credit Party willshall, and will shall cause each of its the Sculptor Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings material financial transactions and transactions in relation to matters involving its business assets and activitiesbusiness. Each Credit Party willshall, and will shall cause each of its the Sculptor Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), any Lender to visit and inspect any of the properties of any Credit Party and any of its respective the Sculptor Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and provided that an authorized representative Authorized Officer of the Borrower Issuer or any Credit Party shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, requested in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiariesadvance; provided that (i) absent any Event of Default the Borrower shall only not be obligated required to reimburse the Administrative Agent and the Requisite Lenders for pay the expenses of one such inspection per calendar year prior to related thereto more frequently than once each Fiscal Year; and provided further that during the occurrence existence of an Event of Default; and Default Administrative Agent (ii) or any authorized representatives designated by any Lender (including the right to appoint third party agentsof its representatives) may accompany do any of the Administrative Agent or its representative in connection with foregoing at the expense of the Borrower at any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding time during normal business hours and without advance notice. Notwithstanding anything to the contrary in this Section 5.65.06, none of Holdings or the Credit Parties nor any of its the Sculptor Subsidiaries will shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (ai) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) agreement or (biii) that is subject to attorney-client or similar privilege or constitutes attorney work product; provided that the Borrower shall use commercially reasonable efforts to notify the Administrative Agent if information is being withheld pursuant to this sentence to the extent such notice would not itself be prohibited by law or binding agreement, or reasonably be likely to compromise such attorney-client privilege or the privilege afforded to attorney work product.

Books and Records; Inspections. Each Credit Party will, The Borrower and each Restricted Subsidiary will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be and applicable law are made of all dealings and transactions in relation to its business and activities. Each Credit Party will, The Borrower and each Restricted Subsidiary will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at or any Lender (pursuant to a request made through the request of the Requisite Lenders Administrative Agent) (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), or their authorized representatives) to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiariesproperties, to inspectexamine, copy and take make extracts from its and their financial and accounting records, records and to discuss its business, operations, assets, liabilities (including contingent liabilities) and their affairs, finances and accounts financial condition with its and their officers and independent registered public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions)accounting firm, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiaries; provided that unless an Event of Default has occurred and is continuing, such visits and inspections shall be limited to not more than one visit and inspection (icoordinated through the Administrative Agent) in any Fiscal Year and such visit and inspection shall be at the expense of the Borrower shall only be obligated to reimburse (it being agreed that during the Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence continuance of an Event of Default; , such visits and (ii) any authorized representatives designated inspections are not limited in number or otherwise by any Lender (including this proviso and all such visits and inspections shall be at the right to appoint third party agents) may accompany expense of the Borrower). The Administrative Agent and the Lenders conducting any such visit or its representative inspection shall give the Borrower a reasonable opportunity to participate in connection any discussions with any inspection, in each case at such Lenderthe Borrower’s sole expense; provided, further, that, notwithstanding independent registered public accounting firm. Notwithstanding anything to the contrary in this Section 5.6, none of Holdings or neither the Borrower nor any of its Subsidiaries Restricted Subsidiary will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts ofexamination, copying or discussion of, of any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractorsdesignees) (i) is prohibited by applicable law or any obligations of confidentiality binding confidentiality obligation pursuant upon the Borrower or any Restricted Subsidiary or (ii) would result in a waiver of any attorney-client privilege or attorney work product protection inuring to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s the Borrower or a Restricted Subsidiary’s obligations under this Section 5.6 (it being understood and agreed , provided that the Credit Parties Borrower shall notify the Administrative Agent promptly upon obtaining knowledge that such information is being withheld and the Borrower and the Restricted Subsidiaries shall use their commercially reasonable efforts to provide such communicate or permit the inspection, examination, copying or discussion, to the extent permitted, the applicable document, information or other matter in a manner way that would not violate the applicable law or any such obligation of confidentiality and, in the case of any such obligation of confidentiality, to obtain a waiver with respect thereto. This Section 5.6 shall not apply to field examinations relating to the computation of the Borrowing Base or appraisals of the Inventory included in the Borrowing Base, which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productshall be governed by Section 5.7.

Books and Records; Inspections. Each Credit Party willThe Parent and the Borrower shall, and will shall cause each other Loan Party and each other Subsidiary of its Subsidiaries the Parent to, keep proper books of record and accounts account in which entries that are, in all material respects, full, true and correct entries in conformity in all material respects with GAAP shall be made of all financial dealings and transactions in relation to its business and activitiesassets. Each Credit Party willThe Parent and the Borrower shall, and will shall cause each other Loan Party and each other Subsidiary of its Subsidiaries the Parent to, permit any authorized representatives designated by of the Administrative Agent at the request (which may be accompanied by representatives or independent contractors of the Requisite Lenders (including the right one of more Lenders) to appoint third party agents)visit and inspect, at the Borrower’s expense (subject to the proviso below)rights of tenants, any of their respective properties, to visit examine and inspect make abstracts from any of the properties of any Credit Party their respective books and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, records and to discuss its and their respective affairs, finances and accounts with its and their officers respective officers, employees and independent public accountants (and in the presence of an authorized representative officer of the Borrower shall be allowed to be present during such discussionsParent), all upon reasonable notice and at such reasonable times during normal business hours hours, with reasonable prior notice; provided, that unless an Event of Default has occurred and as often as is continuing, such visits and inspections shall be limited to once in any calendar year; provided, further, that if an Event of Default has occurred and is continuing, the Administrative Agent may reasonably be requestedaccompanied by any requesting Lender and any representatives, in each case, in a manner that does not unduly interfere with the business agents and operations designees of the Credit Parties such Lender. The Parent and their Subsidiaries; provided that (i) the Borrower shall only be obligated to reimburse (a) the Administrative Agent for its costs and expenses incurred in connection with any annual visit or inspection described above conducted prior to the occurrence or continuance of any Event of Default and (b) the Administrative Agent and the Requisite Lenders for their costs and expenses incurred in connection with the expenses exercise of one their rights under this Section only if such inspection per calendar year prior to the occurrence of exercise occurs while an Event of Default; Default exists. The Parent hereby authorizes and (ii) instructs its accountants to discuss the financial affairs of the Parent, the Borrower, any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings other Loan Party or any other Subsidiary of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to Parent with the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law Lender. Notwithstanding the foregoing, in no event shall the Parent, the Borrower, any Loan Party or any binding confidentiality obligation pursuant Subsidiary be required to disclose or make available any Contractual Obligation with information hereunder to the extent that such disclosure would (i) vitiate any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to applicable attorney-client or similar privilege or constitutes attorney work product(ii) violate any applicable fiduciary duty or confidentiality obligation due to another party.

Books and Records; Inspections. Each Credit Party will, and will cause each of its Subsidiaries to, Borrower shall keep proper books of record and accounts account in which fullcomplete, true and correct accurate entries in conformity in all material respects with GAAP and all requirements of Law shall be made of all dealings financial transactions and transactions matters involving the assets and business of such Borrower, and shall maintain such books of record and account in relation to material conformity with applicable requirements of any Governmental Authority having regulatory jurisdiction over such Borrower. Each Borrower shall keep books and records separate from the books and records of any other Person (including any Affiliates of the Borrowers) that accurately reflect all of its business affairs, transactions and activities. Each Credit Party will, the documents and will cause each other instruments that underlie or authorize all of its Subsidiaries tolimited liability company actions. On and after the date of the initial Funding Notice (other than the Funding Notice requesting the Tranche B Escrow Disbursement), Pacific Holding and each other Borrower with respect to whose Plant a Funding has been made or is being requested shall permit any authorized officers and designated representatives designated by of the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), or Consultant to visit and inspect any of the properties of any Credit Party and any of its such Borrower (including the respective SubsidiariesPlant), to inspectexamine its limited liability, copy and take extracts from its and their financial and accounting operating records, and make copies thereof or abstracts therefrom, and to discuss its and their affairs, finances and accounts with its and their members, managers, directors, officers and independent public accountants (and an authorized representative accountants, all at the expense of the Borrower Borrowers (provided that so long as no Default or Event of Default has occurred and is continuing, such visits or inspections shall be allowed to be present during at the expense of the Borrowers only once per Quarterly Period for each such discussions), all upon reasonable notice Person) and at such reasonable times during normal business hours and as often as may be reasonably be requesteddesired, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiariesupon reasonable advance notice to such Borrower; provided that if a Default or Event of Default has occurred and is continuing, any Agent, or Consultant (i) or, in the Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for the expenses case of one such inspection per calendar year prior to the occurrence of an any Event of Default; and , any Lender) (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives officers or contractorsdesignated representatives) is prohibited by law or may do any binding confidentiality obligation pursuant to of the foregoing at the expense of the Borrowers at any Contractual Obligation with any Third Party in effect prior to (time during normal business hours and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productwithout advance notice.

Books and Records; Inspections. Each Credit Party will(a) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, keep proper maintain books and records (including computer records and programs) of record account pertaining to the assets, liabilities and accounts financial transactions of the Loan Parties and their Subsidiaries in such detail, form and scope as is consistent with good business practice, which fullshall exclude the assets, true liabilities and correct entries in conformity in all material respects with GAAP shall be made financial transactions of all dealings direct and transactions in relation to its business indirect Owners, Subsidiaries and activities. Each Credit Party willother Affiliates of the Loan Parties. (b) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, permit any authorized representatives designated by provide the Administrative Agent at the request and its agents and one representative of each of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject access to the proviso below), to visit and inspect any premises of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its Loan Parties and their financial Subsidiaries at any time and accounting recordsfrom time to time, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and as often with reasonable notice under the circumstances, and at any time after the occurrence and during the continuance of a Default or Event of Default, for the purposes of (A) inspecting and verifying the Collateral, (B) inspecting and copying any and all records pertaining thereto, (C) conducting field examinations and appraisals with respect to the Collateral, and (D) discussing the affairs, finances and business of the Loan Parties and their Subsidiaries with any officer, employee or director thereof or with the Auditors (subject to such Auditor’s policies and procedures). The Borrowers shall reimburse the Agent for the reasonable and documented travel and related expenses of the Agent’s employees or, at the Agent’s option, of such outside accountants or examiners as may reasonably be requestedretained by the Agent to verify or inspect Collateral, in each case, in a manner that does not unduly interfere with the business and operations records or documents of the Credit Loan Parties and their Subsidiaries; provided that (i) that, so long as no Default or Event of Default then exists, the Borrower number of field examinations and appraisals for which the Borrowers shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders liable for the expenses of one such inspection per calendar year prior reimbursement to the occurrence of an Event of Default; Agent hereunder shall be limited to (x) one (1) before the Closing Date, (y) two (2) during the period from the Closing Date through December 31, 2016, and (iiz) any authorized representatives designated by any Lender two (including the right 2) per year in each fiscal year ended thereafter, in each case, plus additional field examinations with respect to appoint third party agents) may accompany the Administrative Agent Receivables acquired or its representative to be acquired in connection with any inspection, Permitted Acquisition or Permitted Investment that the Borrowers elects to include in each case at such Lender’s sole expensethe Borrowing Base; provided, further, thatthat the foregoing shall not operate to limit the number of inspections, notwithstanding anything field examinations and appraisals that the Agent may elect to undertake. If the Agent’s own employees are used, the Borrowers shall also pay such reasonable per diem allowance as the Agent may from time to time establish, or, if outside examiners or accountants are used, the Borrowers shall also pay the Agent such sum as the Agent may be obligated to pay as fees for such services. All such Obligations may be charged to the contrary in this Section 5.6, none Loan Account or any other account of Holdings the Borrowers with the Agent or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productAffiliates.

Books and Records; Inspections. Each Credit Party will(a) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, keep proper maintain books and records (including computer records and programs) of record account pertaining to the assets, liabilities and accounts financial transactions of the Loan Parties and their Subsidiaries in such detail, form and scope as is consistent with good business practice, which fullshall exclude the assets, true liabilities and correct entries in conformity in all material respects with GAAP shall be made financial transactions of all dealings direct and transactions in relation to its business indirect Owners, Subsidiaries and activities. Each Credit Party willother Affiliates of the Loan Parties. (b) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, permit any authorized representatives designated by provide to the Administrative Agent at the request Required Lenders and their agents and one representative of each of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject access to the proviso below), to visit and inspect any premises of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its Loan Parties and their financial Subsidiaries at any time and accounting recordsfrom time to time, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and with reasonable notice under the circumstances, and at any time after the occurrence and during the continuance of an Event of Default, for the purposes of (i) inspecting and verifying the Collateral, (ii) inspecting and copying any and all records pertaining thereto, (iii) conducting field examinations and appraisals with respect to the Collateral and (iv) discussing the affairs, finances and business of the Loan Parties and their Subsidiaries with any officer, employee or director thereof or, with the Auditors (so long as often the Borrower also participates in any such discussions with the Auditors), all of whom are hereby authorized to disclose to Agent and the Lenders all financial statements, work papers, and other information relating to such affairs, finances or business. Borrowers shall reimburse Agent and the Lenders for the reasonable and documented costs or expenses of such outside accountants or examiners as may reasonably be requestedretained by Agent or the Required Lenders to verify or inspect Collateral, in each case, in a manner that does not unduly interfere with the business and operations records or documents of the Credit Loan Parties and their Subsidiaries; provided that (i) the Borrower that, so long as no Default or Event of Default then exists, Borrowers shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders liable for the expenses reimbursement in respect of one inspection in each calendar year. All such inspection per calendar year prior Obligations may be charged to the occurrence Loan Account or any other account of an Event of Default; and (ii) any authorized representatives designated by Borrowers with Agent, any Lender (or any of their Affiliates in accordance with Section 2.9. So long as the Borrower is offered a reasonable opportunity to be present during such communications, the Borrowers hereby authorize Agent, the Lenders and their delegates to communicate directly with the Auditors to disclose to Agent, the Lenders, and their delegates any and all financial information regarding the Loan Parties and their Subsidiaries, including matters relating to any audit and copies of any letters, memoranda or other correspondence related to the right to appoint third party agents) may accompany business, financial condition or other affairs of the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding Loan Parties and their Subsidiaries. Notwithstanding anything to the contrary in this Section 5.67.7(b), none of Holdings the Borrower or any of its Subsidiaries 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 (ai) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any agreement binding confidentiality obligation pursuant on Borrower or its Subsidiaries with respect to any Contractual Obligation with any Third Party in effect prior to highly confidential or proprietary information (and so long as such agreement was not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under of the requirements of this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligationAgreement) or (biii) that is subject to attorney-client or similar privilege or constitutes attorney work product. (c) The Loan Parties shall provide Blockchain with ‘read’ access rights to the Loan Parties’ mining pool accounts in respect of all Mined Currency.

Books and Records; Inspections. (a) Each Credit Loan Party will, will and will cause each of its Subsidiaries to, to (i) keep proper books of record and accounts in which full, true and correct entries in conformity with GAAP and in all material respects with GAAP shall be all Requirements of Law are made of all dealings and transactions in relation to its business and activities. activities and (ii) maintain such books of record and accounts in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Subsidiary; and (b) Each Credit Loan Party will, will and will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), any Lender to visit and inspect any of the properties of any Credit Loan Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, records and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions)accountants, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiaries; provided that (i) this Section 7.06(b) shall not apply to HMO Subsidiaries to the extent prohibited by any Requirements of Law, (ii) a representative of the Borrower shall only be obligated given the opportunity to reimburse be present for any communication with the Borrower’s independent accountants, (iii) the Loan Parties shall not be required to pay the expenses of more than one such visit and inspection during any fiscal year of the Borrower unless any Default or Event of Default has occurred and is continuing and (iv) each Lender shall coordinate with the Administrative Agent the frequency and timing of any such visits and inspections so as to reasonably minimize the burden and expense imposed on the Loan Parties. (c) During the course of the aforementioned visits, inspections and discussions, representatives of the Administrative Agent and the Requisite Lenders for may encounter individually identifiable healthcare information or other confidential information relating to healthcare patients (collectively, the expenses of one such inspection per calendar year prior to the occurrence of an Event of Default; and (ii) any authorized representatives designated “Confidential Healthcare Information”). Unless otherwise required by any Lender (including the right to appoint third party agents) may accompany law, the Administrative Agent or its representative in connection with any inspectionand the Lenders, in each case at such Lender’s sole expense; providedand their respective representatives, furthershall not disclose, thatcompile, notwithstanding anything to aggregate, remove from the contrary in this Section 5.6, none properties of Holdings the Borrower or any of its Subsidiaries will be required to discloseor record in any manner any Confidential Healthcare Information, permit and shall not require the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent Borrower or any Lender (of its Subsidiaries to violate any laws, regulations or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant ordinances intended to any Contractual Obligation with any Third Party in effect prior to (protect the privacy rights of healthcare patients, including HIPAA and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productHITECH Act.

Books and Records; Inspections. Each Credit Party willHoldings, the Borrower and each other Restricted Subsidiary will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be and applicable law are made of all dealings and transactions in relation to its business and activities. Each Credit Party willHoldings, the Borrower and each other Restricted Subsidiary will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at or any Lender (pursuant to a request made through the request of the Requisite Lenders Administrative Agent) (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), or their authorized representatives) to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiariesproperties, to inspectexamine, copy and take make extracts from its and their financial and accounting records, records and to discuss its business, operations, assets, liabilities (including contingent liabilities) and their affairs, finances and accounts financial condition with its and their officers and independent registered public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions)accounting firm, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested; provided that, notwithstanding anything to the contrary contained in each casethis Agreement (including Section 10.2), unless an Event of Default has occurred and is continuing, such visits and inspections shall be limited to not more than one visit and inspection (coordinated through the Administrative Agent) in a manner that does not unduly interfere with any Fiscal Year and such visit and inspection shall be at the business and operations expense of the Credit Parties and their Subsidiaries; provided Borrower (it being agreed that (i) during the Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence continuance of an Event of Default; , such visits and (ii) any authorized representatives designated inspections are not limited in number or otherwise by any Lender (including this proviso and all such visits and inspections shall be at the right to appoint third party agents) may accompany expense of the Borrower). The Administrative Agent and the Lenders conducting any such visit or its representative inspection shall give the Borrower a reasonable opportunity to participate in connection any discussions with any inspection, in each case at such Lenderthe Borrower’s sole expense; provided, further, that, notwithstanding independent registered public accounting firm. Notwithstanding anything to the contrary in this Section 5.6, none of Holdings Holdings, the Borrower or any of its Subsidiaries other Subsidiary will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts ofexamination, copying or discussion of, of any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information or (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractorsdesignees) (A) is prohibited by applicable law or any obligations of confidentiality binding confidentiality obligation pursuant upon Holdings, the Borrower or any other Subsidiary or (B) would result in a waiver of any attorney-client privilege or attorney work product protection inuring to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s Holdings, the Borrower or another Subsidiary’s obligations under this Section 5.6 (it being understood and agreed , provided that the Credit Parties Borrower shall notify the Administrative Agent promptly upon obtaining knowledge that such information is being withheld and, in the case of clause (ii)(A) above, Holdings, the Borrower and the other Restricted Subsidiaries shall use their commercially reasonable efforts to provide such communicate or permit the inspection, examination, copying or discussion, to the extent permitted, of the applicable document, information or other matter in a manner which way that would comply with not violate the applicable law or any such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productobligation of confidentiality.

Books and Records; Inspections. Each Credit Party will, and will cause each of its Subsidiaries to, (a) keep proper adequate books of record and accounts account in which full, true and correct entries in conformity entries, in all material respects with GAAP shall be respects, are made of all dealings and transactions in relation to its business and activities. Each Credit Party willactivities and (b) permit any representatives designated by Administrative Agent (including employees of Administrative Agent or any consultants, accountants, lawyers and will cause each appraisers retained by Administrative Agent) (and, upon the occurrence and during the continuance of its Subsidiaries toany Event of Default, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders any Lender (including the right to appoint third party agentsemployees of a Lender or any consultants, accountants, lawyers and appraisers retained by a Lender), at the Borrower’s expense (subject to the proviso below), in each case other than any Affiliated Lender) to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions)accountants, all upon reasonable notice and at such reasonable times during normal business hours and no more than twice during any Fiscal Year (or, upon the occurrence and continuance of any Event of Default, as often as Administrative Agent may reasonably be requested, in each case, in a manner that does not unduly interfere with the business require) and operations of by this provision the Credit Parties authorize such accountants to discuss with Administrative Agent and their (and, upon the occurrence and during the continuance of any Event of Default any Lender (other than any Affiliated Lender)) and such representatives the affairs, finances and accounts of Holdings and its Subsidiaries; provided . The Credit Parties acknowledge that (i) Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Borrower shall only be obligated Lenders certain reports pertaining to reimburse the Credit Parties’ assets for internal use by Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of (whether before, during or after an Event of Default); provided, that Administrative Agent shall have no obligation to distribute any such report to any Affiliated Lender. After the occurrence and during the continuance of (i) any Event of Default pursuant to Section 8.1(a), (ii) any authorized representatives designated by Event of Default pursuant to 8.1(c) that results from any Lender failure to be in compliance with the financial covenants set forth in Section 6.7 or (including iii) the right exercise of any remedy pursuant to appoint third party agents) may accompany Section 8 after the occurrence and during the continuance of any other Event of Default, if the Administrative Agent or its representative determines that it is reasonably necessary in connection therewith, each Credit Party shall cooperate with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation arrange for Administrative Agent, with any Third Party in effect prior written notice to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 , to contact its suppliers (it being understood including service providers and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productbusiness partners).

Books and Records; Inspections. Each Credit Party will(a) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, keep proper maintain books and records (including computer records and programs) of record account pertaining to the assets, liabilities and accounts financial transactions of the Loan Parties and their Subsidiaries in such detail, form and scope as is consistent with good business practice, which fullshall exclude the assets, true liabilities and correct entries in conformity in all material respects with GAAP shall be made financial transactions of all dealings direct and transactions in relation to its business indirect Owners, Subsidiaries and activities. Each Credit Party willother Affiliates of the Loan Parties. (b) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, permit any authorized representatives designated by provide to the Administrative Agent at the request Required Lenders and their agents and one representative of each of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject access to the proviso below), to visit and inspect any premises of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its Loan Parties and their financial Subsidiaries at any time and accounting recordsfrom time to time, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and with reasonable notice under the circumstances, and at any time after the occurrence and during the continuance of an Event of Default, for the purposes of (i) inspecting and verifying the Collateral, (ii) inspecting and copying any and all records pertaining thereto, (iii) conducting field examinations and appraisals with respect to the Collateral and (iv) discussing the affairs, finances and business of the Loan Parties and their Subsidiaries with any officer, employee or director thereof or, with the Auditors (so long as often the Borrower also participates in any such discussions with the Auditors), all of whom are hereby authorized to disclose to Agent and the Lenders all financial statements, work papers, and other information relating to such affairs, finances or business. Borrowers shall reimburse Agent and the Lenders for the reasonable and documented costs or expenses of such outside accountants or examiners as may reasonably be requestedretained by Agent or the Required Lenders to verify or inspect Collateral, in each case, in a manner that does not unduly interfere with the business and operations records or documents of the Credit Loan Parties and their Subsidiaries; provided that (i) the Borrower that, so long as no Default or Event of Default then exists, Borrowers shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders liable for the expenses reimbursement in respect of one inspection in each calendar year. So long as the Borrower is offered a reasonable opportunity to be present during such inspection per calendar year prior communications, the Borrowers hereby authorize Agent, the Lenders and their delegates to communicate directly with the Auditors to disclose to Agent, the Lenders, and their delegates any and all financial information regarding the Loan Parties and their Subsidiaries, including matters relating to any audit and copies of any letters, memoranda or other correspondence related to the occurrence business, financial condition or other affairs of an Event of Default; the Loan Parties and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding their Subsidiaries. Notwithstanding anything to the contrary in this Section 5.67. 7(b), none of Holdings the Borrower or any of its Subsidiaries 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 (ai) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any agreement binding confidentiality obligation pursuant on Borrower or its Subsidiaries with respect to any Contractual Obligation with any Third Party in effect prior to highly confidential or proprietary information (and so long as such agreement was not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under of the requirements of this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligationAgreement) or (biii) that is subject to attorney-client or similar privilege or constitutes attorney work product. (c) The Loan Parties shall provide Blockchain with ‘read’ access rights to the Loan Parties’ mining pool accounts in respect of all Mined Currency.

Books and Records; Inspections. Each Credit Party will(a) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, keep proper maintain books and records (including computer records and programs) of record account pertaining to the assets, liabilities and accounts financial transactions of the Loan Parties and their Subsidiaries in which fullsuch detail, true form and correct entries in conformity in all material respects scope as is consistent with GAAP shall be made of all dealings and transactions in relation to its good business and activities. Each Credit Party willpractice. (b) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, permit any authorized representatives designated by the Administrative provide Agent at the request and its agents and one representative of each of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject access to the proviso below), to visit and inspect any premises of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its Loan Parties and their financial Subsidiaries at any time and accounting recordsfrom time to time, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and as often with reasonable notice under the circumstances, and at any time after the occurrence and during the continuance of a Default or Event of Default, for the purposes of (i) inspecting and verifying the Collateral, (ii) inspecting and copying any and all records pertaining thereto, (iii) [reserved], and (iv) discussing the affairs, finances and business of the Loan Parties and their Subsidiaries with any officer, employee or director thereof or with the Auditors (subject to such Auditor’s policies and procedures, and the right of the Loan Parties to be present at the discussions with the Auditors). Borrowers shall reimburse Agent for the reasonable and documented travel and related expenses of Agent’s employees or, at Agent’s option, of such outside accountants or examiners as may reasonably be requestedretained by Agent to verify or inspect Collateral, in each case, in a manner that does not unduly interfere with the business and operations records or documents of the Credit Loan Parties and their Subsidiaries; provided that (i) the Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of an that, so long as no Default or Event of Default; Default then exists, the number verifications and (ii) any authorized representatives designated by any Lender (including the right inspections for which Borrowers shall be liable for reimbursement to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, hereunder shall be limited to one verification and inspection in each case at such Lender’s sole expensecalendar year; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties foregoing shall use their commercially not operate to limit the number of verifications or inspections that Agent may elect to undertake. If Agent’s own employees are used, Borrowers shall also pay such reasonable efforts per diem allowance as Agent may from time to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work product.time establish, or,

Books and Records; Inspections. Each Credit Party willThe Parent and the Borrower shall, and will shall cause each of its Subsidiaries other Loan Party and each other Subsidiary to, keep proper books of record and accounts account in which full, true and correct entries in conformity in all material respects in conformity with GAAP consistently applied shall be made of all dealings made. The Parent and transactions in relation to its business and activities. Each Credit Party willthe Borrower shall, and will shall cause each of its Subsidiaries other Loan Party and each other Subsidiary to, permit any authorized representatives designated by of the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), or any Lender to visit and inspect any of the properties of any Credit Party their respective properties, to examine and make abstracts from any of its their respective Subsidiaries, to inspect, copy books and take extracts from its and their financial and accounting records, records and to discuss its and their respective affairs, finances and accounts with its and their officers respective officers, employees and independent public accountants (and in the presence of an authorized representative officer of the Borrower shall be allowed to be present during such discussionsBorrower), all upon reasonable notice and at such reasonable times during normal business hours and so long as often no Event of Default exists, with reasonable prior notice; provided, that, unless an Event of Default has occurred and is continuing, the Administrative Agent and Lenders (taken as may reasonably be requested, a whole) shall not conduct more than one such inspection in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiaries; provided that (i) the any twelve month period. The Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for their costs and expenses incurred in connection with the expenses exercise of one their rights under this Section only if such inspection per calendar year prior to the occurrence of an exercise occurs while a Default or Event of Default; Default exists. The Borrower hereby authorizes and (ii) instructs its accountants to discuss the financial affairs of the Borrower, any authorized representatives designated by other Loan Party or any Lender (including the right to appoint third party agents) may accompany other Subsidiary with the Administrative Agent or its representative in connection any Lender; provided that an officer of the Borrower shall be given a reasonable opportunity to be present for any discussions with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding accountants. Notwithstanding anything to the contrary in this Section 5.6contained herein, none of Holdings the Parent, the Borrower, any Loan Party or any of its Subsidiaries will Subsidiary shall be required to disclose, permit the inspection, examination examination, or making copies or abstracts of, or discussion of, of any document, document or information or other matter (a) that constitutes non-financial trade secrets or non-financial proprietary information; (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) and the Lenders is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) law; or (bc) that is subject to attorney-client privilege or similar privilege or constitutes attorney work product.

Books and Records; Inspections. Each Credit Party will, and will cause each of its Subsidiaries to, (a) keep proper adequate books of record and accounts account in which full, true and correct entries in conformity in all material respects with GAAP shall be are made of all dealings and transactions in relation to its business and activities. Each Credit Party will, activities and will cause each of its Subsidiaries to, (b) permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders or any Lender (including the right to appoint third party agents)employees of Administrative Agent, at the Borrower’s expense (subject to the proviso below)any Lender or any consultants, auditors, accountants, lawyers and appraisers retained by Administrative Agent) to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to conduct audits, valuations and/or field examinations of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions)auditors, all upon reasonable notice and at such reasonable times during normal business hours (so long as no Default or Event of Default has occurred and is continuing) and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business requested and operations of by this provision the Credit Parties authorize such accountants to discuss with Administrative Agent and their Lender and such representatives the affairs, finances and accounts of Holdings and its Subsidiaries; provided that . The Credit Parties agree to pay the (i) the Borrower examiner's out-of-pocket costs and expenses incurred in connection with all such visits, audits, inspections, valuations and field examinations and (ii) the costs of all visits, audits, inspections, valuations and field examinations conducted by a third party on behalf of the Agents, Borrowing Base Agent and the Lenders; provided, that so long as no Event of Default has occurred and is continuing, the Credit Parties shall only be obligated responsible to reimburse pay for the costs of four (4) field audits, three (3) inventory appraisals, one (1) machinery and equipment appraisal and one (1) real estate appraisal, in each case in any calendar year. The Credit Parties acknowledge that Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain reports pertaining to the Credit Parties' assets for internal use by Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to Lenders. After the occurrence and during the continuance of an any Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the , each Credit Party shall provide Administrative Agent or and each Lender with access to its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (customers and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productsuppliers.

Books and Records; Inspections. Each Credit Party will(a) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, keep proper maintain books and records (including computer records and programs) of record account pertaining to the assets, liabilities and accounts financial transactions of the Loan Parties and their Subsidiaries in which fullsuch detail, true form and correct entries in conformity in all material respects scope as is consistent with GAAP shall be made of all dealings and transactions in relation to its good business and activities. Each Credit Party willpractice. (b) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, permit any authorized representatives designated by provide the Administrative Agent at and its agents access to the request premises of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its Loan Parties and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times Subsidiaries during normal business hours and with reasonable notice under the circumstances once per fiscal year, and at any time (or as often many times) after the occurrence and during the continuance of an Event of Default, for the purposes of (A) inspecting and verifying the Collateral, (B) inspecting and copying any and all records pertaining thereto, and (C) discussing the affairs, finances and business of the Loan Parties and their Subsidiaries with any officer, employee or director thereof or with the Auditors (subject to such Auditor’s policies and procedures). The Borrowers shall reimburse the Agent for the reasonable and documented travel and related expenses of the Agent’s employees or, at the Agent’s option, of such outside accountants or examiners as may reasonably be requestedretained by the Agent to verify or inspect Collateral, in each case, in a manner that does not unduly interfere with the business and operations records or documents of the Credit Loan Parties and their Subsidiaries; provided that (i) that, so long as no Event of Default then exists, the Borrower number of inspections for which the Borrowers shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders liable for the expenses of one such inspection per calendar year prior reimbursement to the occurrence of an Event of Default; and Agent hereunder shall be limited to one (ii1) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expenseper fiscal year; provided, further, thatthat the foregoing shall not operate to limit the number of inspections that the Agent may elect to undertake. If the Agent’s own employees are used, notwithstanding anything the Borrowers shall also pay such reasonable per diem allowance as the Agent may from time to time establish, or, if outside examiners or accountants are used, the Borrowers shall also pay the Agent such sum as the Agent may be obligated to pay as fees for such services. All such Obligations may be charged to the contrary in this Section 5.6, none Loan Account or any other account of Holdings the Borrowers with the Agent or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productAffiliates.

Books and Records; Inspections. Each Credit Party will(a) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, keep proper maintain books and records (including computer records and programs) of record account pertaining to the assets, liabilities and accounts financial transactions of the Loan Parties and their Subsidiaries in which fullsuch detail, true form and correct entries in conformity in all material respects scope as is consistent with GAAP shall be made of all dealings and transactions in relation to its good business and activities. Each Credit Party willpractice. (b) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, permit any authorized representatives designated by the Administrative provide Agent at the request and its agents and one representative of each of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject access to the proviso below), to visit and inspect any premises of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its Loan Parties and their financial Subsidiaries at any time and accounting recordsfrom time to time, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and with reasonable notice under the circumstances, and at any time after the occurrence and during the continuance of a Default or Event of Default, for the purposes of (i) inspecting and verifying the Collateral, (ii) inspecting and copying any and all records pertaining thereto, (iii) conducting field examinations and appraisals with respect to the Collateral, and (iv) discussing the affairs, finances and business of the Loan Parties and their Subsidiaries with any officer, employee or director thereof or with the Auditors (subject to such Auditor's policies and procedures; provided that so long as often no Event of Default exists, a Responsible Officer of Borrower Agent shall be given a reasonable opportunity to be present at the discussions with the Auditors). Borrowers shall reimburse Agent for the reasonable and documented travel and related expenses of Agent's employees or, at Agent's option, of such outside accountants or examiners as may reasonably be requestedretained by Agent to verify or inspect Collateral, in each case, in a manner that does not unduly interfere with the business and operations records or documents of the Credit Loan Parties and their Subsidiaries; provided that (i) that, so long as no Default or Event of Default then exists, the Borrower number of field examinations and appraisals for which Borrowers shall only be obligated liable for reimbursement to reimburse the Administrative Agent and the Requisite Lenders for the expenses of one such inspection per hereunder shall be limited to 1 field examination in each calendar year prior (increasing to the occurrence of an Event of Default; 2 field examinations during any Increased Examination Period during such calendar year) and 1 Inventory appraisal in such calendar year (ii) increasing to 2 appraisals during any authorized representatives designated by any Lender (including the right Increased Examination Period during such calendar year), in each case, plus additional field examinations with respect to appoint third party agents) may accompany the Administrative Agent Receivables or its representative Inventory acquired or to be acquired in connection with any inspection, Permitted Acquisition or Permitted Investment that Borrowers elect to include in each case at such Lender’s sole expensethe Borrowing Base; provided, further, thatthat the foregoing shall not operate to limit the number of inspections, notwithstanding field examinations and appraisals that Agent may elect to undertake. If Agent's own employees are used, Borrowers shall also pay such reasonable per diem allowance as Agent may from time to time establish, or, if outside examiners or accountants are used, Borrowers shall also pay Agent such sum as Agent may be obligated to pay as fees for such services. All such Obligations may be charged to the Loan Account. Notwithstanding anything to the contrary in this Section 5.67.7, none of Holdings the Borrowers or any of its their Subsidiaries 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) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) agreement, or (bc) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Books and Records; Inspections. Each Credit Party of Holdings and Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and accounts account in which full, true and correct entries in conformity in all material respects accordance with GAAP shall be made of all dealings and transactions in relation to its business and activitiesGAAP. Each Credit Party of Holdings and Borrower will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at the request Agent, upon reasonable prior notice and without disruption of the Requisite Lenders (including normal and ordinary conduct of the right to appoint third party agents)business of Holdings, at the Borrower’s expense (subject to the proviso below)Borrower or any such Subsidiary, to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiariesproperties, to inspect, copy examine and take make extracts from its books and their financial and accounting recordsrecords (but Administrative Agent may not have more than one such visit per any twelve month period except during the continuance of an Event of Default), and to discuss its and their affairs, finances and accounts condition with its and their officers and and, if an executive officer or a Financial Officer of Borrower has been afforded an opportunity to be present, independent public accountants (subject to such accountants’ customary policies and an authorized representative of the Borrower shall be allowed to be present during such discussionsprocedures), all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiaries; provided that (i) the Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding . Notwithstanding anything to the contrary in this Section 5.6, (i) none of Holdings or Holdings, Borrower nor any of its Subsidiaries Subsidiary 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 or any Lender (or their respective representatives or contractors) is prohibited by law or any bona fide binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) agreement or (b) that is subject to attorney-client or similar privilege or constitutes attorney work product; provided that each of Holdings and Borrower will, and will cause each of its Subsidiaries to, make available redacted versions of requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of Administrative Agent, any Lender or any of their respective related parties, in a manner that will protect such privilege, (ii) no such inspection of any Real Estate Asset (or any portion thereof) shall be permitted if the same would, or could reasonably be expected to, materially interfere with the use and/or operation of such Real Estate Asset and unless a Credit Party or its representatives is given the opportunity to be present and (iii) Administrative Agent shall not have the right to perform any Phase I Environmental Site Assessment or any invasive analysis or sampling of any environmental medium, including any Phase II Environmental Site Investigation or Assessment, without the written authorization of Borrower absent an Event of Default.

Books and Records; Inspections. Each Credit Party will(a) The Borrower shall, and will shall cause each of its Subsidiaries other Company to, keep proper maintain books and records (including computer records and programs) of record account pertaining to the assets, liabilities and accounts financial transactions of the Companies in which fullsuch detail, true form and correct entries in conformity in all material respects scope as is consistent with GAAP shall be made of all dealings and transactions in relation to its good business and activities. Each Credit Party willpractice. (b) The Borrower shall, and will shall cause each of its Subsidiaries other Company to, permit any authorized representatives designated by the Administrative provide Agent at the request of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), to visit and inspect any of the properties of any Credit Party its agents and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized one representative of the Borrower shall be allowed Lenders (taken as a whole) access to be present during such discussions)the premises of the Companies from time to time, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requestedwith reasonable prior notice, in each caseand at any time after the occurrence and during the continuance of an Event of Default (and without notice), in a manner that does not unduly interfere with for the business and operations purposes of the Credit Parties and their Subsidiaries; provided that (i) inspecting and verifying the Borrower shall only be obligated to reimburse Collateral, (ii) inspecting and copying any and all records pertaining thereto, (iii) at the Administrative reasonable request of the Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior at Borrower’s expense, conduct and provide to the occurrence Agent (x) a Phase I Environmental Site Assessment of the applicable Mortgaged Property using a consultant reasonably acceptable to the Agent (the “Phase I Report”) and (y) to the extent such Phase I Report concludes that a Phase II Environmental Site Assessment is reasonably necessary to mitigate or address an impact or threat to the environment or human health and safety posed by any environmental condition identified in the Phase I Report, or recommends a Phase II Environmental Site Assessment to investigate a “Recognized Environmental Condition” identified in the Phase I Report, a reasonably-scoped Phase II Environmental Site Assessment; provided, however, that, excluding any such visits and inspections during the continuation of an Event of Default, the Agents shall not exercise the rights under this Section 7.7(b) more often than one time during any calendar year, provided that the Agents may exercise such rights under this Section 7.7(b) following the receipt of a notice pursuant to Section 7.14, and (iv) discussing the affairs, finances and business of the Companies with any officer, employee or director thereof or with the Auditors, all of whom are hereby authorized to disclose to Agent and the Lenders all financial statements, work papers, and other information relating to such affairs, finances or business; provided, that (i) any such agents and/or representatives of Agent and the Lenders shall agree to keep any Information that they receive confidential to the extent required under Section 12.21 of this Agreement and (ii) any authorized representatives designated by any Lender (including Borrower shall have the right to appoint third party agents) be present at any meetings with its Auditors. Borrower shall reimburse Agent for the reasonable and documented travel and related expenses of Agent’s employees or, at Agent’s option, of such outside accountants or examiners as may accompany be retained by Agent to verify or inspect Collateral, records or documents of the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything Companies. Subject to the contrary payment limitation in this Section 5.6the foregoing sentence, none if Agent’s own employees are used, Borrower shall also pay such reasonable per diem allowance as Agent may from time to time establish, or, if outside examiners or accountants are used, Borrower shall also pay Agent such sum as Agent may be obligated to pay as fees for such services. The Borrower hereby authorizes Agent to communicate directly with the Auditors to disclose to Agent any and all financial information regarding the Companies, including matters relating to any audit and copies of Holdings any letters, memoranda or any other correspondence related to the business, financial condition or other affairs of its Subsidiaries will the Companies. Notwithstanding the foregoing, no Company shall be required to disclosepermit representatives and agents of Agent and the Lenders to access any information (A) that constitutes non-financial trade secrets or non-financial proprietary information, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (aB) in respect disclosure of which disclosure to the Administrative Agent would violate any Requirement of Law or any Lender (or their respective representatives or contractors) is prohibited by law or any valid and binding confidentiality obligation pursuant of a Company to any Contractual Obligation a non-Affiliated Person with any Third Party in effect prior respect to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) disclosure or (bC) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product.

Books and Records; Inspections. Each Credit Party will, and will cause each of its Restricted Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings and transactions in relation to its business and activitiesactivities (it being understood and agreed that certain Non-U.S. Subsidiaries may maintain individual books and records in conformity with generally accepted accounting principles in their respective countries of organization and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder). Each Credit Party will, and will cause each of its Restricted Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), to visit and inspect any of the properties of any Credit Party and any of its respective SubsidiariesRestricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers Authorized Officers and independent public accountants (and an authorized representative of provided that Borrower or the Borrower shall be allowed to applicable Credit Party may, if it so chooses, be present during at or participate in any such discussionsdiscussion), all upon reasonable notice notice, reasonable coordination in and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiaries; provided that (ix) only Administrative Agent on behalf of the Borrower shall only be obligated to reimburse Lenders may exercise the rights of Administrative Agent and the Requisite Lenders for under this Section 5.6, and (y) except as provided in the expenses of one such inspection per calendar year prior to proviso below in connection with the occurrence and continuance of an Event of Default; , (i) Administrative Agent shall not exercise such rights more often than one time during any calendar year with respect to any Credit Party and (ii) only one such time with respect to any authorized representatives designated by any Lender (including Credit Party per calendar year shall be at the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expensereasonable expense of Borrower; provided, further, thatthat when an Event of Default has occurred and is continuing, notwithstanding anything to the contrary in this Section 5.6, none of Holdings Administrative Agent (or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or independent contractors) is prohibited by law or may do any binding confidentiality obligation pursuant to of the foregoing at the reasonable expense of Borrower in accordance with Section 10.2 at any Contractual Obligation with any Third Party in effect prior to (time during normal business hours and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially upon reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productadvance notice.

Books and Records; Inspections. Each Credit Party willKeep, and will cause each of its Subsidiaries toto keep, keep proper its books and records in accordance with sound business practices sufficient to allow the preparation of record and accounts financial statements in which full, true and correct entries in conformity accordance with GAAP in all material respects with GAAP shall be made of all dealings respects; and transactions in relation to its business and activities. Each Credit Party willallow, and will cause each of its Subsidiaries toto allow, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable prior notice and at such reasonable times during normal business hours hours, the Lenders or any agent or representative thereof to (i) visit any or all of its offices, to discuss its financial matters with its officers and as often as may reasonably its independent auditors (and the Borrower hereby authorizes such independent auditors to discuss such financial matters with any Lender or any agent or representative thereof, provided that the Borrower shall be requestedafforded a reasonable opportunity to be present at any meeting between any Lender and the Borrower’s independent auditors), in each case, in a manner that does not unduly interfere with (ii) inspect the business properties and operations of the Credit Parties Borrower and their its Subsidiaries, (iii) perform appraisals of the property and business of the Borrower and its Subsidiaries and (iv) inspect, examine, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to any Collateral; provided that (ix) the Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries) may, if it so chooses, have one or more employees or representatives be present at and/or participate in any such discussion, visit, appraisal and/or inspection and (y) the Borrower and its Subsidiaries will not be required to disclose, disclose or permit the inspection, examination or making copies or abstracts of, inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives its agents or contractorsrepresentatives) is prohibited by law law, fiduciary duty or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect agreement entered into prior to (and not entered into in contemplation of) response to such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) request for disclosure, or (biii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product. All such visits, inspections, examinations, appraisals or audits by the Lenders shall be at the Borrower’s expense; provided that so long as no Event of Default exists, the Lenders (taken as a whole) may not exercise their rights to require, and the Borrower shall not be required to reimburse the Lenders for, visits, inspections, examinations, appraisals and audits more frequently than once each Fiscal Year.

Books and Records; Inspections. Each Credit Party willThe Borrower shall, and will shall cause each of its Subsidiaries to, keep proper (i) maintain books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings and transactions in relation to its business and activities. Each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders records (including the right to appoint third party agents), at the Borrower’s expense (subject computer records and programs) of account pertaining to the proviso below)assets, to visit liabilities and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative transactions of the Borrower shall be allowed and its Subsidiaries in such detail, form and scope as is consistent with good business practice and (ii) provide the Lender and its agents and representatives with access to be present during such discussions)the premises of the Borrower and its Subsidiaries at any time and from time to time, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requestedupon reasonable notice under the circumstances, but in each caseall events upon at least one (1) Business Day notice, in and at any time after the occurrence and during the continuance of a manner that does not unduly interfere Default, for the purposes of (A) inspecting and verifying the Collateral, (B) inspecting and copying (at the Borrower's expense) any and all records pertaining thereto, and (C) discussing the affairs, finances and business of the Borrower and its Subsidiaries with any officer or director thereof or with the business and operations auditors of the Credit Parties Borrower, all of whom are hereby authorized to disclose to the Lender all financial statements, work papers, and their Subsidiaries; provided that (i) other information relating to such affairs, finances or business. After the occurrence and during the continuance of a Default, the Borrower shall only reimburse the Lender for the reasonable travel and related expenses of the Lender's employees or, at the Lender's option, of such outside accountants or examiners as may be retained by the Lender. If the Lender's own employees are used, the Borrower shall also pay such reasonable per diem allowance as Lender shall request per day, or, if outside examiners or accountants are used, the Borrower shall also pay the Lender the direct out-of-pocket expenses as the Lender may be obligated to reimburse pay as fees therefor. The Borrower hereby authorize the Administrative Agent and Lender to communicate directly with the Requisite Lenders for the expenses of one such inspection per calendar year prior Auditors to disclose to the occurrence Lender any and all financial information regarding the Borrower including, without limitation, matters relating to any audit and copies of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent letters, memoranda or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything other correspondence related to the contrary in this Section 5.6business, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information financial condition or other matter (a) in respect affairs of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productBorrower.

Books and Records; Inspections. Each Credit Party of the Parent and the Borrower will, and will cause each of its their respective Subsidiaries to, keep proper books of record and accounts records in accordance with GAAP which full, true and correct entries in conformity accurately reflect in all material respects with GAAP shall be made all of all dealings its business affairs and transactions in relation to its business and activities. Each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right Agent, from time to appoint third party agents)time, at the as often as may be reasonably requested, upon prior notice to any Borrower’s expense (subject to the proviso below), to visit and inspect any of the properties of any Credit Party the Borrower and any each of its respective Subsidiariesthe other Obligors, to conduct appraisals of the Borrower’s properties, inspect, copy audit and take make extracts from its the Borrower’s and their financial the other Obligors’ books and accounting records, and to discuss its and with their affairsofficers, finances and accounts with its and their officers employees and independent public accountants (accountants, the Borrower’s and an authorized representative other Obligor’s business, financial condition, business prospects and results of operations. Representatives of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiaries; provided that (i) the Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right Borrower’s accountants) shall be authorized to appoint third party agents) may accompany the Administrative Agent (or representative thereof) on any such visit or inspection, but such authorization shall in no respect be deemed to be a requirement or condition of the Administrative Agent’s visits or inspections, and to the extent any of the Borrower’s representatives accompany the Administrative Agent on any visit or audit, such Persons shall in no manner hinder or delay the audits or inspections of the Administrative Agent. Representatives of each Lender shall be authorized to accompany the Administrative Agent on each such visit and inspection and to participate with the Administrative Agent therein at the Borrower’s expense. Neither the Administrative Agent nor any Lender shall have any duty to make any such inspection and shall not incur any liability by reason of its failure to conduct or its representative delay in conducting any such inspection. The Borrower shall pay any fees incurred in connection with any inspection, in each case at such LenderSecured Party’s sole expense; provided, further, that, notwithstanding anything exercise of its rights pursuant to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work product7.5.

Books and Records; Inspections. Each Credit Party will(a) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, keep proper maintain books and records (including computer records and programs) of record account pertaining to the assets, liabilities and accounts financial transactions of the Loan Parties and their Subsidiaries in which fullsuch detail, true form and correct entries in conformity in all material respects scope as is consistent with GAAP shall be made of all dealings and transactions in relation to its good business and activities. Each Credit Party willpractice. (b) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, permit any authorized representatives designated by provide the Administrative Agent at the request and its agents and one representative of each of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject access to the proviso below), to visit and inspect any premises of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its Loan Parties and their financial Subsidiaries at any time and accounting recordsfrom time to time, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and with reasonable notice under the circumstances, and at any time after the occurrence and during the continuance of a Default or Event of Default, for the purposes of (i) inspecting and verifying the Collateral, (ii) inspecting and copying any and all records pertaining thereto, (iii) conducting field examinations and appraisals with respect to the Collateral, and (iv) discussing the affairs, finances and business of the Loan Parties and their Subsidiaries with any officer, employee or director thereof or with the Auditors (subject to such Auditor’s policies and procedures; provided that so long as often no Event of Default exists, a Responsible Officer of the Borrower Agent shall be given a reasonable opportunity to be present at the discussions with the Auditors). The Borrowers shall reimburse the Agent for the reasonable and documented travel and related expenses of the Agent’s employees or, at the Agent’s option, of such outside accountants or examiners as may reasonably be requestedretained by the Agent to verify or inspect Collateral, in each case, in a manner that does not unduly interfere with the business and operations records or documents of the Credit Loan Parties and their Subsidiaries; provided that that, so long as no Default or Event of Default then exists, the number of field examinations and appraisals for which the Borrowers shall be liable for reimbursement to the Agent hereunder shall be limited to two (i2) the Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for the expenses of one such inspection per field examinations in each calendar year prior and, two (2) Inventory appraisalappraisals in sucheach calendar year, inone (1) appraisal of each caseparcel of Specified Phase I Real Estate in each of the 2024 and 2025 calendar years, one (1) appraisal of each parcel of Specified Phase II Real Estate in each of the 2024 and 2025 calendar years and one (1) appraisal of the Specified M&E in each of the 2024 and 2025 calendar years, plus additional field examinations with respect to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right Receivables or Inventory acquired or to appoint third party agents) may accompany the Administrative Agent or its representative be acquired in connection with any inspection, Permitted Investment that the Borrowers elect to include in each case at such Lender’s sole expensethe Borrowing Base; provided, further, thatthat the foregoing shall not operate to limit the number of inspections, notwithstanding field examinations and appraisals that the Agent may elect to undertake. If the Agent’s own employees are used, the Borrowers shall also pay such reasonable per diem allowance as the Agent may from time to time establish, or, if outside examiners or accountants are used, the Borrowers shall also pay the Agent such sum as the Agent may be obligated to pay as fees for such services. All such Obligations may be charged to the Loan Account. Notwithstanding anything to the contrary in this Section 5.67.7, none of Holdings the Borrowers or any of its their Subsidiaries 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) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) agreement, or (bc) that is subject to attorney-client or similar privilege or constitutes attorney work product; provided, that in the event the Borrowers do not provide information in reliance on clauses (b) and (c) of this sentence, the Borrowers shall provide notice to the Agent (to the extent permitted to do so) that such information is being withheld and the Borrowers shall use commercially reasonable efforts to obtain consent to provide such information or otherwise to communicate, to the extent both feasible and permitted under applicable law, rule, regulation or confidentiality obligation or without waiving such privilege, as applicable, the applicable information.

Books and Records; Inspections. Each Credit Party will, and will cause each of its Subsidiaries to, (a) keep proper adequate books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be are made of all dealings and transactions in relation to its business and activities. Each Credit Party will, activities and will cause each of its Subsidiaries to, (b) permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders or any Lender (including the right to appoint third party agents)employees of Administrative Agent, at the Borrower’s expense (subject to the proviso below)any Lender or any consultants, auditors, accountants, lawyers and appraisers retained by Administrative Agent) to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to conduct audits, valuations and/or field examinations of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants accountants, auditors and advisors, in each case, promptly upon the request of Collateral Agent (and an authorized representative of the Borrower shall be allowed to be present during in any event, not less than one Business Day following any such discussions), all upon reasonable notice and at such reasonable times during normal business hours request) and as often as may reasonably be requestedrequested and by this provision the Credit Parties authorize such accountants, auditors and advisors to discuss with Administrative Agent and Lender and such representatives the affairs, finances and accounts of Company and its Subsidiaries. The Credit Parties agree to pay the (i) the examiner’s out-of-pocket costs and expenses incurred in connection with all such visits, audits, inspections, valuations and field examinations and (ii) the costs of all visits, audits, inspections, valuations and field examinations conducted by a third party on behalf of the Agents, Borrowing Base Agent and the Lenders. The Credit Parties acknowledge that Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain reports pertaining to the Credit Parties and their assets for internal use by Administrative Agent and the Lenders. After the occurrence and during the continuance of any Event of Default, each Credit Party shall provide Administrative Agent and each Lender with access to its customers and suppliers. Promptly upon the request of Collateral Agent (and in any event, not less than one Business Day following any such request), each Credit Party shall provide Collateral Agent (and each representative of Collateral Agent, and all advisors, whether retained by Agents or by one or more Credit Parties at the request of any Agent) with access to its customers and suppliers (it being understood that other than during the continuance of a Default or an Event of Default, a representative of Company shall be given the opportunity to be present for any communication with customers and suppliers).” (l) Clause (b) of Section 5.15 of the Credit Agreement is hereby amended by adding the following sentence to the end thereof to read in its entirety as follows: “Notwithstanding anything to the contrary contained herein or in any other Credit Document, each Credit Party requests, and each Lender and each Agent hereby acknowledges that (x) on the Second Amendment Effective Date, (A) the Collateral Agent shall direct that all funds in the Company’s Deposit Account No. 4121652663 maintained at Wxxxx Fargo Bank, National Association be sent to the Collateral Agent (it being understood that none of the funds in the Company’s Deposit Account No. 4121652440 or 4121668487 maintained at Wxxxx Fargo Bank, National Association shall be sent to Collateral Agent on the Second Amendment Effective Date), (B) the Borrowing Base Agent shall transfer to Collateral Agent all funds received from Factor pursuant to the Factoring Agreement (excluding $2,000,000, which may remain with Factor), and all funds in Borrowing Base Agent’s Deposit Account No. 304-670588 located at JPMorgan Chase Bank to the Collateral Agent, and (C) all funds received by the Collateral Agent pursuant to clauses (A) and (B) above shall be applied as follows (except in the case of clauses (1) and (3), to the extent previously paid): (1) in the amount of $4,540,625 for application to the payment of interest due and payable in respect of the Term Loans, (2) in the amount necessary to pay the Initial Payment (as defined in the Second Amendment Fee Letter) for application to the Amendment Fee (as defined in the Second Amendment Fee Letter) in accordance with the terms of the Second Amendment Fee Letter, (3) in the amount of $254,286.71 for out of pocket expenses incurred by the Collateral Agent, (4) in the amount necessary to cash collateralize any Letters of Credit, if any, outstanding on the Second Amendment Effective Date, and (5) the remainder to repay principal of the Term Loans and the Make-Whole Amount as required in connection with such repayment pursuant to the terms of the Fee Letter and (y) all other funds received by Borrowing Base Agent whether received from a Credit Party, in respect of Collateral, or otherwise, including, from Wxxxx Fargo Bank, National Association and Factor pursuant to the Factoring Agreement following the Second Amendment Date shall be retained or transferred by Borrowing Base Agent pursuant to the terms contained in Section 2.13(i), and (z) Collateral Agent may instruct any financial institution maintaining a Deposit Account on behalf of any Credit Party to transfer such funds to Collateral Agent, whereupon Collateral Agent may transfer all or a portion of such funds to Company, retain all or a portion of such funds as cash collateral, and/or apply all or a portion of such funds to the Obligations, in each case, at such times and in a manner that does not unduly interfere such amounts as Collateral Agent may deem appropriate in its business judgment). Following the making of the transfers described in clauses (A) and (B) above, and the application of such funds in accordance with the business and operations terms of clause (C) above on the Credit Parties and their Subsidiaries; provided that (i) Second Amendment Effective Date, the Borrower Collateral Agent shall only be obligated to reimburse the Administrative make an Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior Advance to the occurrence Company in the amount of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 $2,730,000 (it being understood and agreed that (1) the making of such Agent Advance (or any other Agent Advance) or the release of any cash collateral (whether on the Second Amendment Effective Date or on any other occasion) shall not obligate any Agent or any Lender to make any further Agent Advances or to release any cash collateral to any Credit Party, and (2) the Agents and the Lenders reserve all rights in connection with the making of any and all Agent Advances and the release of any and all cash collateral and with respect to all Defaults and Events of Default.” (m) Section 5.17 of the Credit Parties shall use their commercially reasonable efforts Agreement is hereby amended and restated to provide such information read in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work product.its entirety as follows:

Books and Records; Inspections. Each Credit Loan Party will, and will cause each of its Borrower's Subsidiaries to, (a) maintain at all times at the chief executive office of Borrower copies of all material books and records of Borrower and its Subsidiaries, (b) keep proper adequate books of record and accounts account in which full, true and correct entries in conformity in all material respects with GAAP shall be are made of all dealings and transactions in relation to its business and activities. Each Credit Party will, activities and will cause each of its Subsidiaries to, (c) permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders or any Lender (including the right to appoint third party agents)employees of Administrative Agent, at the Borrower’s expense (subject to the proviso below)any Lender or any consultants, auditors, accountants, lawyers and appraisers retained by Administrative Agent) to visit and inspect any of the properties of any Credit Loan Party and any of its respective Subsidiaries, Borrower's Subsidiaries to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours (so long as no Default or Event of Default has occurred and is continuing) and as often as may reasonably be requested; provided that, in each caseexcluding any such visits and inspections during the occurrence and continuation of an Event of Default, in a manner that does not unduly interfere with only the business and operations Administrative Agent on behalf of the Credit Parties and their Subsidiaries; provided that (i) the Borrower shall only be obligated to reimburse Lenders may exercise rights of the Administrative Agent and the Requisite Lenders for under this Section 5.6 and the expenses of one such inspection per calendar year prior to Administrative Agent shall not, absent the occurrence and continuance of an Event of Default; , exercise such rights more often than one time during any calendar year. The Loan Parties agree to pay the reasonable and (ii) any authorized representatives designated documented out-of-pocket costs and expenses incurred by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative examiner in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding therewith. Notwithstanding anything to the contrary in this Section 5.6, none of Holdings the Loan Parties or any of its their Subsidiaries will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts of, inspection or discussion of, any document, information or other matter (ai) in respect of which disclosure to the Administrative Agent Agents or any Lender (or their respective representatives or contractorsrepresentatives) is prohibited by applicable law or Contractual Obligations that (A) are owed to any binding confidentiality obligation Person that is not an Affiliate of Borrower or its Subsidiaries that is controlled by Borrower or its Subsidiaries pursuant to any Contractual Obligation with any Third Party in effect prior a binding agreement to which Borrower or its Subsidiaries are a party and (and B) that have not entered into in contemplation of) been waived by such Credit Party’s Person following the use by Borrower or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their its Subsidiaries of commercially reasonable efforts to provide obtain such information in a manner which would comply with such confidentiality obligation) waiver or (bii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product.

Books and Records; Inspections. Each Credit Party willThe Grantor shall maintain at its own cost and expense, in accordance with sound business practices, complete and accurate, in all material respects, books and records of the Collateral, including, without limitation, a record of all payments received, and will cause each all credits granted with respect to the Collateral and all other material dealings with the Collateral. Upon the occurrence and during the continuation of its Subsidiaries toany Event of Default, keep proper the Grantor shall deliver and turn over any such books of record and accounts in which full, records (or true and correct entries in conformity in all material respects with GAAP copies thereof) to the Secured Party or its Representative at any time on written demand. The Grantor shall be made of all dealings and transactions in relation to its business and activities. Each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents)permit, at the Borrower’s expense (subject to the proviso below), to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requestedwith reasonable prior notice, in each case, in a manner that does not unduly interfere with the business Secured Party or its Representative to: (i) inspect the properties and operations of the Credit Parties Grantor or any Pledged Entity (to the extent the Grantor is permitted to inspect the Pledged Entity’s property and their Subsidiariesoperations); (ii) visit any or all of its offices, to discuss its financial matters with its directors or officers and with its independent auditors (and the Grantor hereby authorizes such independent auditors to discuss such financial matters with the Secured Party or its Representative; provided that the Grantor shall be invited to attend any such meeting with its independent auditors); (iii) examine (and, at the expense of the Grantor, photocopy extracts from) any of its books or other records; and (iv)(A) inspect the Collateral and other tangible assets of the Grantor or any Pledged Entity (to the extent the Grantor is permitted to inspect the Pledged Entity’s assets), (B) perform appraisals of the equipment of the Grantor or any Pledged Entity (to the extent the Grantor is permitted to perform appraisals of the equipment of the Pledged Entity) and (C) inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to any Collateral, for purposes of or otherwise in connection with conducting a review, audit or appraisal of such books and records. The Grantor will pay the Secured Party the reasonable out-of-pocket costs and expenses of any audit or inspection of the Collateral promptly after receiving the invoice; provided that the Grantor shall not be required to reimburse the Secured Party for the foregoing expenses relating to more than one such inspection or audit in any calendar year unless an Event of Default has occurred and is continuing, in which event the Grantor shall be required to reimburse the Secured Party for any and all of the foregoing expenses. Notwithstanding anything contained in this Section 4.1(c) to the contrary, if an Event of Default shall have occurred and be continuing, then the Secured Party or its Representative may take any of the actions specified in clauses (i) the Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for the expenses through (iv) of one such inspection per calendar year this Section 4.1(c) without prior notice to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative Grantor, but shall endeavor in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts good faith to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productthe Grantor subsequent notice.

Books and Records; Inspections. Each Credit Party will(a) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, keep proper maintain books and records (including computer records and programs) of record account pertaining to the assets, liabilities and accounts financial transactions of the Loan Parties and their Subsidiaries in which fullsuch detail, true form and correct entries in conformity in all material respects scope as is consistent with GAAP shall be made of all dealings and transactions in relation to its good business and activities. Each Credit Party willpractice. (b) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, permit any authorized representatives designated by the Administrative provide Agent at the request and its agents and one representative of each of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject access to the proviso below), to visit and inspect any premises of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its Loan Parties and their financial Subsidiaries at any time and accounting recordsfrom time to time, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and with reasonable notice under the circumstances, and at any time after the occurrence and during the continuance of a Default or Event of Default, for the purposes of (i) inspecting and verifying the Collateral, (ii) inspecting and copying any and all records pertaining thereto, (iii) conducting field examinations and appraisals with respect to the Collateral, and (iv) discussing the affairs, finances and business of the Loan Parties and their Subsidiaries with any officer, employee or director thereof or with the Auditors (subject to such Auditor’s policies and procedures; provided that so long as often no Event of Default exists, a Responsible Officer of Borrower Agent shall be given a reasonable opportunity to be present at the discussions with the Auditors). Borrowers shall reimburse Agent for the reasonable and documented travel and related expenses of Agent’s employees or, at Agent’s option, of such outside accountants or examiners as may reasonably be requestedretained by Agent to verify or inspect Collateral, in each case, in a manner that does not unduly interfere with the business and operations records or documents of the Credit Loan Parties and their Subsidiaries; provided that (i) that, so long as no Default or Event of Default then exists, the Borrower number of field examinations and appraisals for which Borrowers shall only be obligated liable for reimbursement to reimburse the Administrative Agent and the Requisite Lenders for the expenses of one such inspection per hereunder shall be limited to 1 field examination in each calendar year prior (increasing to the occurrence of an Event of Default; 2 field examinations during any Increased Examination Period during such calendar year) and 1 Inventory appraisal in such calendar year (ii) increasing to 2 appraisals during any authorized representatives designated by any Lender (including the right Increased Examination Period during such calendar year), in each case, plus additional field examinations with respect to appoint third party agents) may accompany the Administrative Agent Receivables or its representative Inventory acquired or to be acquired in connection with any inspection, Permitted Acquisition or Permitted Investment that Borrowers elect to include in each case at such Lender’s sole expensethe Borrowing Base; provided, further, thatthat the foregoing shall not operate to limit the number of inspections, notwithstanding field examinations and appraisals that Agent may elect to undertake. If Agent’s own employees are used, Borrowers shall also pay such reasonable per diem allowance as Agent may from time to time establish, or, if outside examiners or accountants are used, Borrowers shall also pay Agent such sum as Agent may be obligated to pay as fees for such services. All such Obligations may be charged to the Loan Account. Notwithstanding anything to the contrary in this Section 5.67.7, none of Holdings the Borrowers or any of its their Subsidiaries 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) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) agreement, or (bc) that is subject to attorney-client or similar privilege or constitutes attorney work product<.>; provided, that in the event Borrowers do not provide information in reliance on clauses (b) and (c) of this sentence, Borrowers shall provide notice to the Agent (to the extent permitted to do so) that such information is being withheld and Borrowers shall use commercially reasonable efforts to obtain consent to provide such information or otherwise to communicate, to the extent both feasible and permitted under applicable law, rule, regulation or confidentiality obligation or without waiving such privilege, as applicable, the applicable information.

Books and Records; Inspections. Each Credit Party (a) The Loan Parties will, and will cause each of its their Subsidiaries to, keep proper books of record and accounts in records which full, true and correct entries in conformity accurately reflect in all material respects with GAAP shall be made of all dealings and transactions in relation to its business affairs and activities. Each Credit Party transactions, in accordance with GAAP. (b) The Loan Parties will, and will cause each of its their Subsidiaries to, permit any authorized representatives designated by the Administrative Agent and each Lender or any of their respective representatives (including outside auditors), upon reasonable prior notice, at reasonable times and intervals and during normal working hours, to visit all of its offices, to discuss its financial matters with its officers and independent public accountant (and the Parent and the Borrower hereby authorize such independent public accountant to discuss the Loan Parties and their Subsidiaries financial matters with each Lender or its representatives whether or not any representative of the Parent or the Borrower is present) and to examine (and, at the request expense of the Requisite Lenders Borrower, copy extracts from) of any of its Accounts, other assets and books or other corporate records (including computer records); provided that excluding any such visits and inspections during the right to appoint third party agents)continuation of any Event of Default, only one (1) such visit during any six month period of a calendar year (two (2) total per calendar year) shall be at the Borrower’s expense (subject reasonable expense, and during the continuation of any Event of Default such visits and inspections may be made without the requirement of prior notice to the proviso below), to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Loan Parties and their Subsidiaries; provided that Subsidiaries and at the Borrower’s expense. (ic) Subject to clause (b), the Borrower shall only be obligated to reimburse will pay all the reasonable fees and expenses of the Administrative Agent and each Lender in the Requisite Lenders for the expenses exercise of one such inspection per calendar year prior to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation rights pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productSection.

Books and Records; Inspections. Each Credit Party willThe Borrower shall (i) maintain books and records (including computer records and programs) of account pertaining to the assets, liabilities and will cause each financial transactions of its Subsidiaries tothe Borrower in such detail, keep proper books of record form and accounts in which full, true scope as is consistent with good business practice and correct entries in conformity in all material respects with GAAP shall be made of all dealings and transactions in relation to its business and activities. Each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by (ii) provide the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject and its agents access to the proviso below), to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative premises of the Borrower shall be allowed at any time and from time to be present during such discussions)time, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requestedupon reasonable notice under the circumstances, in each caseand at any time after the occurrence and during the continuance of a Default or Event of Default, in a manner that does not unduly interfere for the purposes of (A) inspecting and verifying the Collateral, (B) inspecting and copying (at the Borrower's expense) any and all records pertaining thereto, and (C) discussing the affairs, finances and business of the Borrower with any officer, employee or director thereof or with the business Auditors, all of whom are hereby authorized to disclose to the Administrative Agent and operations the Lenders all financial statements, work papers, and other information relating to such affairs, finances or business. The Borrower shall reimburse the Administrative Agent for the reasonable travel and related expenses of the Credit Parties Administrative Agent's employees (unless the Administrative Agent has employed outside accountants for the purposes specified in this sentence) or, at the Administrative Agent's option, of such Agent Professionals retained by the Administrative Agent to verify or inspect Collateral and their Subsidiaries; provided the records or documents related thereto (I) up to three times in any twelve-month period (and more frequently in the Administrative Agent's discretion at any time that an Event of Default has occurred and is continuing), (iII) in connection with the inspection of any Inventory acquired from another Person other than in the Ordinary Course of Business if the value thereof is greater than $5,000,000, and (III) an Inventory Appraisal at any time that Excess Availability is less than $75,000,000, or if requested by the Borrower. If the Administrative Agent's own employees are used, the Borrower shall only also pay the Administrative Agent's customary per diem allowance (which is currently $850) plus the Administrative Agent's related costs and expenses, or, if outside accountants are used, the Borrower shall also pay the Administrative Agent such sum as may be obligated required to reimburse the Administrative Agent and the Requisite Lenders for the expenses of one expense thereof. All such inspection per calendar year prior Obligations may be charged to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings Loan Account or any other account of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to Borrower with the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or of its Affiliates. The Borrower hereby authorizes the Administrative Agent to communicate directly with the Auditors to disclose to the Administrative Agent any binding confidentiality obligation pursuant and all financial information regarding the Borrower including matters relating to any Contractual Obligation with audit and copies of any Third Party in effect prior letters, memoranda or other correspondence related to (and not entered into in contemplation of) such Credit Party’s the business, financial condition or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that other affairs of the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productBorrower.

Books and Records; Inspections. Each Credit Party willGrantor shall maintain at its own cost and expense, in accordance with sound business practices, complete and will cause each accurate, in all material respects, books and records of its Subsidiaries tothe Collateral, keep proper including, without limitation, a record of all payments received and all credits granted with respect to the Collateral and all other material dealings with the Collateral. Upon the occurrence and during the continuation of any Event of Default, such Grantor shall deliver and turn over any such books of record and accounts in which full, records (or true and correct entries in conformity in copies thereof) to the Secured Party or its Representative at any time on written demand. Such Grantor shall permit, at reasonable times during business hours and with reasonable prior notice, the Secured Party or its Representative to: (i) inspect the properties and operations of such Grantor or any Pledged Entity; (ii) visit any or all material respects with GAAP shall be made of all dealings and transactions in relation to its business and activities. Each Credit Party will, and will cause each of its Subsidiaries tooffices, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders to discuss its financial matters with its directors or officers; (including the right to appoint third party agents)iii) examine (and, at the Borrower’s expense of the Grantors, photocopy extracts from) any of its books or other records; and (subject iv) (A) inspect the Collateral and other tangible assets of such Grantor or any Pledged Entity, (B) perform appraisals of the equipment of such Grantor or any Pledged Entity and (C) inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to any Collateral, for purposes of or otherwise in connection with conducting a review, audit or appraisal of such books and records. Each Grantor will pay the Secured Party the reasonable out-of-pocket costs and expenses of any audit or inspection of the Collateral promptly after receiving the invoice; provided that such Grantor shall not be required to reimburse the Secured Party for the foregoing expenses relating to more than one such inspection or audit in any calendar year unless an Event of Default has occurred and is continuing, in which event such Grantor shall be required to reimburse the Secured Party for any and all of the foregoing expenses. Notwithstanding anything contained in this Section 4.1(c) to the proviso below)contrary, to visit if an Event of Default shall have occurred and inspect be continuing, then the Secured Party or its Representative may take any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, actions specified in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiaries; provided that clauses (i) the Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for the expenses through (iv) of one such inspection per calendar year prior to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.64.1(c) without prior notice to such Grantor, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) but shall endeavor in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts good faith to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productGrantor subsequent notice.

Books and Records; Inspections. (a) Each Credit Party will, will and will cause each of its Subsidiaries to, to (i) keep proper books of record and accounts in which full, true and correct entries in conformity with GAAP and in all material respects with GAAP shall be all Requirements of Law are made of all dealings and transactions in relation to its business and activities. activities and (ii) maintain such books of record and accounts in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over Borrower or such Subsidiary; and (b) Each Credit Party will, will and will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), any Lender to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, records and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions)accountants, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiaries; provided that (i) this Section 5.6(b) shall not apply to HMO Subsidiaries to the extent prohibited by any Requirements of Law, (ii) a representative of Borrower shall only be obligated given the opportunity to reimburse be present for any communication with Borrower’s independent accountants, (iii) the Credit Parties shall not be required to pay the expenses of more than one such visit and inspection during any Fiscal Year of Borrower unless any Default or Event of Default has occurred and is continuing and (iv) each Lender shall coordinate with Administrative Agent the frequency and timing of any such visits and inspections so as to reasonably minimize the burden and expense imposed on the Credit Parties. (c) During the course of the aforementioned visits, inspections and discussions, representatives of Administrative Agent and the Requisite Lenders for may encounter individually identifiable healthcare information or other confidential information relating to healthcare patients (collectively, the expenses of one such inspection per calendar year prior to the occurrence of an Event of Default; and (ii) any authorized representatives designated “Confidential Healthcare Information”). Unless otherwise required by any Lender (including the right to appoint third party agents) may accompany the law, Administrative Agent or its representative in connection with any inspectionand the Lenders, in each case at such Lender’s sole expense; providedand their respective representatives, furthershall not disclose, thatcompile, notwithstanding anything to aggregate, remove from the contrary in this Section 5.6, none properties of Holdings Borrower or any of its Subsidiaries will be required to discloseor record in any manner any Confidential Healthcare Information, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent and shall not require Borrower or any Lender (of its Subsidiaries to violate any laws, regulations or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant ordinances intended to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that protect the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productprivacy rights of healthcare patients, including, without limitation, HIPAA.

Books and Records; Inspections. Each Credit Party will, and will cause each of its Restricted Subsidiaries to, (a) keep proper adequate books of record and accounts account in which full, true and correct entries in conformity in all material respects with GAAP shall be are made of all dealings and transactions in relation to its business and activities. Each Credit Party willactivities and (b) permit Administrative Agent, any Lender and will cause each any of its Subsidiaries to, permit any authorized their respective representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents)employees, at the Borrower’s expense (subject to the proviso below)consultants, accountants, lawyers and appraisers) to visit and inspect any of the properties of any Credit Party and any of its respective Restricted Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions)accountants, all upon reasonable notice and at such reasonable times during normal business hours and hours, as often as may reasonably reasona- xxx be requested, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiaries; provided that (i) visits by any Lender shall be coordinated through Administrative Agent at Borrower’s request and (ii) so long as no Event of Default has occurred and is continuing, visits by any Lender or its representatives shall be limited to once per Fiscal Year and shall be at such Lender’s expense. By this provision the Credit Parties authorize such accountants to discuss with Administrative Agent and each Lender and such representatives the affairs, finances and accounts of Borrower shall only be obligated and its Restricted Subsidiaries. The Credit Parties acknowledge that Administrative Agent, after exercising its rights of inspection, may prepare and distribute to reimburse the Lenders certain reports pertaining to the Credit Parties’ assets for internal use by Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of an Event of DefaultLenders; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspectionprovided that, in each case at such Lender’s sole expense; providedcase, further, that, notwithstanding anything the foregoing shall be subject to the contrary in this Section 5.6, none of Holdings any confidentiality restrictions to which any Credit Party or any of its Subsidiaries will be required to disclose, permit are subject in the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect conduct of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productOrdinary Course of Business.

Books and Records; Inspections. Each Credit Party willThe Borrower shall, and will shall cause each of its Subsidiaries other Loan Party and each other Subsidiary to, keep proper books of record and accounts account in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings and transactions in relation to its business and activities. Each Credit Party willThe Borrower shall, and will shall cause each of its Subsidiaries other Loan Party and each other Subsidiary to, permit any authorized representatives designated by of the Administrative Agent at the request (who may be accompanied by representatives of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), Lenders) to visit and inspect any of the properties of any Credit Party their respective properties, to examine and make abstracts from any of its their respective Subsidiaries, to inspect, copy books and take extracts from its and their financial and accounting records, records and to discuss its and their respective affairs, finances and accounts with its and their officers respective officers, employees and independent public accountants (and in the presence of an authorized representative officer of the Borrower shall be allowed to be present during such discussionsif an Event of Default does not then exist), all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requestedrequested and so long as no Event of Default exists, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiariesreasonable prior notice; provided that (i) representatives of the Loan Parties and Subsidiaries may be present during all such inspections and discussions, (ii) each representative of the Administrative Agent and the Lenders shall take reasonable steps to minimize disruption to the operations of each Loan Party and each Subsidiary caused by such inspection; and (iii) nothing contained herein shall require any Loan Party or any Subsidiary to permit Administrative Agent or any Lender to examine or otherwise have access to any matter that is protected from disclosure by the attorney-client privilege or the doctrine of attorney work product. The Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for their reasonable costs and expenses incurred in connection with the expenses exercise of one their rights under this Section only if such inspection per calendar year prior to the occurrence of an exercise occurs while a Default or Event of Default; and (ii) any authorized representatives designated Default exists. If requested by any Lender (including the right Administrative Agent, the Borrower shall execute an authorization letter addressed to appoint third party agents) may accompany its accountants authorizing the Administrative Agent to discuss the financial affairs of the Borrower, any other Loan Party or its representative in connection any other Subsidiary with Borrower’s accountants. Notwithstanding the foregoing or any inspectionother provision of this Agreement, in each case at such Lender’s sole expense; providedno event will the Parent, furtherthe Borrower, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its their respective Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure disclose to the Administrative Agent or any Lender (any documents the disclosure of which would violate regulatory or their respective representatives contractual confidentiality obligations binding upon the Parent, the Borrower or contractors) is prohibited by law or such Subsidiary so long as any binding such contractual confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not obligations arise under documents entered into in contemplation of) such Credit Party’s or Subsidiary’s the ordinary course of business for purposes other than avoiding the Loan Parties’ obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts or would otherwise reasonably be expected to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to contravene attorney-client or similar privilege or constitutes constitute attorney work product.

Books and Records; Inspections. Each Credit Party will(a) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, keep proper maintain books and records (including computer records and programs) of record account pertaining to the assets, liabilities and accounts financial transactions of the Loan Parties and their Subsidiaries in which fullsuch detail, true form and correct entries in conformity in all material respects scope as is consistent with GAAP shall be made of all dealings and transactions in relation to its good business and activities. Each Credit Party willpractice. (b) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, permit any authorized representatives designated by the Administrative provide Agent at the request and its agents and one representative of each of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject access to the proviso below), to visit and inspect any premises of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its Loan Parties and their financial Subsidiaries at any time and accounting recordsfrom time to time, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and as often with reasonable notice under the circumstances, and at any time after the occurrence and during the continuance of a Default or Event of Default, for the purposes of (i) inspecting and verifying the Collateral, (ii) inspecting records or documents of the Loan Parties and their Subsidiaries and (iii) discussing the affairs, finances and business of the Loan Parties and their Subsidiaries with any officer, employee or director thereof or with the Auditors (subject to such Auditor’s policies and procedures, and the right of the Loan Parties to be present at the discussions with the Auditors). Borrower shall reimburse Agent for the reasonable and documented travel and related expenses of Agent’s employees or, at Agent’s option, of such outside accountants or examiners as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations retained by Agent to verify or inspect records or documents of the Credit Loan Parties and their Subsidiaries; provided that (i) that, so long as no Default or Event of Default then exists, the number verifications and inspections for which Borrower shall only be obligated liable for reimbursement to reimburse the Administrative Agent hereunder shall be limited to one verification and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expensecalendar year; provided, further, thatthat the foregoing shall not operate to limit the number of verifications or inspections that Agent may elect to undertake. If Agent’s own employees are used, notwithstanding Borrower shall also pay such reasonable per diem allowance as Agent may from time to time establish, or, if outside examiners or accountants are used, Borrower shall also pay Agent such sum as Agent may be obligated to pay as fees for such services. Notwithstanding anything to the contrary in this Section 5.67.7, none of Holdings the Borrower or any of its Subsidiaries 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) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) agreement or (bc) that is subject to attorney-client or similar privilege or constitutes attorney work product; provided, that in the event the Borrower does not provide information in reliance on clauses (b) and (c) of this sentence, the Borrower shall provide notice to the Agent (to the extent permitted to do so) that such information is being withheld and the Borrower shall use commercially reasonable efforts to obtain consent to provide such information or otherwise to communicate, to the extent both feasible and permitted under applicable law, rule, regulation or confidentiality obligation or without waiving such privilege, as applicable, the applicable information.

Books and Records; Inspections. (a) Each Credit Loan Party will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in records which full, true and correct entries in conformity accurately reflect in all material respects with GAAP shall be made of all dealings and transactions in relation to its business affairs and activities. transactions, in accordance with GAAP. (b) Each Credit Loan Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent and each Lender or any of their respective representatives (including outside auditors, and in the case of a Lender, coordinated through the Administrative Agent), upon reasonable prior notice, at reasonable times and intervals and during normal working hours, to visit all of its offices, to discuss its financial matters with its officers and independent public accountant (and the Parent and the Borrower hereby authorize such independent public accountant to discuss the Loan Parties’ and their Subsidiaries’ financial matters with each Lender or its representatives) and to examine (and, at the request expense of the Requisite Lenders Borrower, copy extracts from) any of its Inventory, Accounts, other assets and books or other corporate records (including computer records); provided that excluding any such visits and inspections during the right continuation of any Event of Default, only one (1) such visit to appoint third party agents), each Loan Party and each of their Domestic Subsidiaries during any calendar year shall be at the Borrower’s expense and during the continuation of any Event of Default such visits and inspections may be made without the requirement of prior notice to any Loan Party or any of their Subsidiaries. (subject c) Subject to the proviso belowclause (b), to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), will pay all upon the reasonable notice fees and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations expenses of the Credit Parties and their Subsidiaries; provided that (i) the Borrower shall only be obligated to reimburse the Administrative Agent and each Lender in the Requisite Lenders for the expenses exercise of one such inspection per calendar year prior to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation rights pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productSection.

Books and Records; Inspections. Each Credit Party will, The Borrower and each Restricted Subsidiary will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be and applicable law are made of all dealings and transactions in relation to its business and activities. Each Credit Party will, The Borrower and each Restricted Subsidiary will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at or any Lender (pursuant to a request made through the request of the Requisite Lenders Administrative Agent) (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), or their authorized representatives) to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiariesproperties, to inspectexamine, copy and take make extracts from its and their financial and accounting records, records and to discuss its business, operations, assets, liabilities (including contingent liabilities) and their affairs, finances and accounts financial condition with its and their officers and independent registered public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions)accounting firm, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiaries; provided that unless an Event of Default has occurred and is continuing, such visits and inspections shall be limited to not more than one visit and inspection (icoordinated through the Administrative Agent) in any Fiscal Year and such visit and inspection shall be at the expense of the Borrower shall only be obligated to reimburse (it being agreed that during the Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence continuance of an Event of Default; , such visits and (ii) any authorized representatives designated inspections are not limited in number or otherwise by any Lender (including this proviso and all such visits and inspections shall be at the right to appoint third party agents) may accompany expense of the Borrower). The Administrative Agent and the Lenders conducting any such visit or its representative inspection shall give the Borrower a reasonable opportunity to participate in connection any discussions with any inspection, in each case at such Lenderthe Borrower’s sole expense; provided, further, that, notwithstanding independent registered public accounting firm. Notwithstanding anything to the contrary in this Section 5.6, none of Holdings or neither the Borrower nor any of its Subsidiaries Restricted Subsidiary will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts ofexamination, copying or discussion of, of any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractorsdesignees) (i) is prohibited by applicable law or any obligations of confidentiality binding confidentiality obligation pursuant upon the Borrower or any Restricted Subsidiary or (ii) would result in a waiver of any attorney-client privilege or attorney work product protection inuring to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s the Borrower or a Restricted Subsidiary’s obligations under this Section 5.6 (it being understood and agreed , provided that the Credit Parties Borrower shall notify the Administrative Agent promptly upon obtaining knowledge that such information is being withheld and the Borrower and the Restricted Subsidiaries shall use their commercially reasonable efforts to provide such communicate or permit the inspection, examination, copying or discussion, to the extent permitted, the applicable document, information or other matter in a manner which way that would comply not violate the applicable law or any such obligation of confidentiality and, in the case of any such obligation of confidentiality, to obtain a waiver with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productrespect thereto.

Books and Records; Inspections. Each Credit Party will, and will cause each of its Restricted Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings and transactions in relation to its business and activitiesactivities (it being understood and agreed that certain Non-U.S. Subsidiaries may maintain individual books and records in conformity with generally accepted accounting principles in their respective countries of organization and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder). Each Credit Party will, and will cause each of its Restricted Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), to visit and inspect any of the properties of any Credit Party and any of its respective SubsidiariesRestricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers Authorized Officers and independent public accountants (and an authorized representative of provided that the Borrower shall be allowed to orRepresentative and the applicable Credit Party may, if it so chooses, be present during at or participate in any such discussionsdiscussion), all upon reasonable notice notice, reasonable coordination in and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiaries; provided that (ix) only Administrative Agent on behalf of the Borrower shall only be obligated to reimburse Lenders may exercise the rights of Administrative Agent and the Requisite Lenders for under this Section 5.6, and (y) except as provided in the expenses of one such inspection per calendar year prior to proviso below in connection with the occurrence and continuance of an Event of Default; , (i) Administrative Agent shall not exercise such rights more often than one time during any calendar year with respect to any Credit Party and (ii) only one such time with respect to any authorized representatives designated by any Lender (including Credit Party per calendar year shall be at the right to appoint third party agents) may accompany reasonable expense of the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expenseBorrower Representative; provided, further, thatthat when an Event of Default has occurred and is continuing, notwithstanding anything to the contrary in this Section 5.6, none of Holdings Administrative Agent (or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or independent contractors) is prohibited by law or may do any binding confidentiality obligation pursuant to of the foregoing at the reasonable expense of the Borrower Representative in accordance with Section 10.2 at any Contractual Obligation with any Third Party in effect prior to (time during normal business hours and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially upon reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productadvance notice.

Books and Records; Inspections. Each Credit Party will, and will cause each of its Subsidiaries to, (a) keep proper adequate books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be are made of all dealings and transactions in relation to its business and activities. Each Credit Party will, activities and will cause each of its Subsidiaries to, (b) permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders or any Lender (including the right to appoint third party agents)employees of Administrative Agent, at the Borrower’s expense (subject to the proviso below)any Lender or any consultants, auditors, accountants, lawyers and appraisers retained by Administrative Agent) to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to conduct audits, valuations and/or field examinations of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants accountants, auditors and advisors, in each case, promptly upon the request of Collateral Agent (and an authorized representative of the Borrower shall be allowed to be present during in any event, not less than one Business Day following any such discussions), all upon reasonable notice and at such reasonable times during normal business hours request) and as often as may reasonably be requestedrequested and by this provision the Credit Parties authorize such accountants, auditors and advisors to discuss with Administrative Agent and Lender and such representatives the affairs, finances and accounts of Company and its Subsidiaries. The Credit Parties agree to pay the (i) the examiner’s out-of-pocket costs and expenses incurred in each caseconnection with all such visits, in audits, inspections, valuations and field examinations and (ii) the costs of all visits, audits, inspections, valuations and field examinations conducted by a manner third party on behalf of the Agents and the Lenders. The Credit Parties acknowledge that does not unduly interfere with Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the business and operations of Lenders certain reports pertaining to the Credit Parties and their Subsidiaries; provided that (i) the Borrower shall only be obligated to reimburse the assets for internal use by Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Lenders. Each Credit Party shall provide Administrative Agent or and each Lender with access to its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to customers and suppliers. Promptly upon the contrary in this Section 5.6, none request of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Collateral Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and in any event, not entered into in contemplation of) less than one Business Day following any such request), each Credit Party’s Party shall provide Collateral Agent (and each representative of Collateral Agent, and all advisors, whether retained by Agents or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the by one or more Credit Parties shall use their commercially reasonable efforts at the request of any Agent) with access to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productits customers and suppliers.

Books and Records; Inspections. Each Credit Party will, and will cause each of its Restricted Subsidiaries to, (a) keep proper adequate books of record and accounts account in which full, true and correct entries in conformity in all material respects with GAAP shall be are made of all dealings and transactions in relation to its business and activities. Each Credit Party willactivities and (b) permit Administrative Agent, any Lender and will cause each any of its Subsidiaries to, permit any authorized their respective representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents)employees, at the Borrower’s expense (subject to the proviso below)consultants, accountants, lawyers and appraisers) to visit and inspect any of the properties of any Credit Party and any of its respective Restricted Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions)accountants, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiaries; provided that (i) visits by any Lender shall be coordinated through Administrative Agent at Borrower’s request and (ii) so long as no Event of Default has occurred and is continuing, visits by any Lender or its representatives shall be limited to once per Fiscal Year and shall be at such Lender’s expense. By this provision the Credit Parties authorize such accountants to discuss with Administrative Agent and each Lender and such representatives the affairs, finances and accounts of Borrower shall only be obligated and its Restricted Subsidiaries. The Credit Parties acknowledge that Administrative Agent, after exercising its rights of inspection, may prepare and distribute to reimburse the Lenders certain reports pertaining to the Credit Parties’ assets for internal use by Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of an Event of DefaultLenders; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspectionprovided that, in each case at such Lender’s sole expense; providedcase, further, that, notwithstanding anything the foregoing shall be subject to the contrary in this Section 5.6, none of Holdings any confidentiality restrictions to which any Credit Party or any of its Subsidiaries will be required to disclose, permit are subject in the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect conduct of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productOrdinary Course of Business.

Books and Records; Inspections. Each Credit Party will, and will cause each of its Subsidiaries to, (a) keep proper adequate books of record and accounts account in which full, true and correct entries in conformity entries, in all material respects with GAAP shall be respects, are made of all dealings and transactions in relation to its business and activities. Each Credit Party willactivities and (b) permit any representatives designated by Note Agent (including employees of Note Agent or any consultants, accountants, lawyers and will cause each appraisers retained by Note Agent) (and, upon the occurrence and during the continuance of its Subsidiaries toany Event of Default, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders any Holder (including the right to appoint third party agentsemployees of a Holder or any consultants, accountants, lawyers and appraisers retained by a Holder), at the Borrower’s expense (subject to the proviso below), in each case other than any Affiliated Holder) to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions)accountants, all upon reasonable notice and at such reasonable times during normal business hours and no more than twice during any Fiscal Year (or, upon the occurrence and continuance of any Event of Default, as often as Note Agent may reasonably be requested, in each case, in a manner that does not unduly interfere with the business require) and operations of by this provision the Credit Parties authorize such accountants to discuss with Note Agent and their (and, upon the occurrence and during the continuance of any Event of Default any Holder (other than any Affiliated Holder)) and such representatives the affairs, finances and accounts of Holdings and its Subsidiaries; provided . The Credit Parties acknowledge that (i) Note Agent, after exercising its rights of inspection, may prepare and distribute to the Borrower shall only be obligated Holders certain reports pertaining to reimburse the Administrative Credit Parties’ assets for internal use by Note Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of Holders (whether before, during or after an Event of Default); provided, that Note Agent shall have no obligation to distribute any such report to any Affiliated Holder. After the occurrence and during the continuance of (i) any Event of Default pursuant to Section 8.1(a), (ii) any authorized representatives designated by Event of Default pursuant to 8.1(c) that results from any Lender failure to be in compliance with the financial covenants set forth in Section 6.7 or (including iii) the right exercise of any remedy pursuant to appoint third party agents) may accompany Section 8 after the Administrative occurrence and during the continuance of any other Event of Default, if Note Agent or its representative determines that it is reasonably necessary in connection therewith, each Credit Party shall cooperate with any inspectionNote Agent to arrange for Note Agent, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything with prior written notice to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 , to contact its suppliers (it being understood including service providers and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productbusiness partners).

Books and Records; Inspections. Each Credit Except as disclosed in Schedule 5.3, each Loan Party will, and will cause each of its Company’s Subsidiaries to, (a) maintain at all times at the chief executive office of Company copies of all books and records of Company and its Subsidiaries related to the Product, (b) keep proper adequate books of record and accounts account related to the Product in which full, true and correct entries in conformity in all material respects with GAAP shall be are made of all dealings and transactions in relation to its business and activities. Each Credit Party will, including Program Expenses and Net Sales of the Product, and will cause each of its Subsidiaries to(c) so long as the Legacy Lenders constitute the Required Lenders, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents)employees of Administrative Agent or any consultants, at the Borrower’s expense (subject to the proviso below)auditors, accountants, lawyers and appraisers retained by Administrative Agent) to visit and inspect any of the properties of any Credit Loan Party and any of its respective Subsidiaries, Company’s Subsidiaries where activities related to the Collateral are conducted or books and records related to the Collateral are held to inspect, copy and take extracts from its and their financial and accounting recordsrecords related to the Product and the Collateral, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions)officers, all upon reasonable advance notice and at such reasonable times during normal business hours to be mutually and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiariesagreed; provided that Administrative Agent shall only conduct one such visit in any Fiscal Year, so long as no Event of Default has occurred and is continuing; provided, further, that notwithstanding anything herein or in any other Loan Document to the contrary, no Loan Party, Subsidiary of any Loan Party or any of their officers and independent accountants and auditors shall be required to disclose any information, document or record pursuant to any provision of this Agreement or any Loan Document that: (i) if disclosed would, upon the Borrower reasonable advice of counsel, impair attorney-client privilege and in such case, the Company shall only have the right to require a customary common interest agreement be obligated to reimburse executed by the Administrative Agent and the Requisite Lenders for if such counsel reasonably advises that such agreement would maintain the expenses of one such inspection per calendar year prior to the occurrence of an Event of Default; and attorney-client privilege, or (ii) any authorized representatives designated by any Lender (including the right is otherwise subject to appoint a confidentiality agreement with a third party agents) may accompany that prohibits disclosure of such information of such third party and, after using commercially reasonable efforts, the Company has not obtained the relevant consent to disclose such information or is unable to communicate the applicable information as permitted by the applicable confidentiality obligation. The Loan Parties agree to pay the reasonable out-of-pocket costs and expenses incurred by Administrative Agent or its representative in connection therewith with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any exercise of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations rights under this Section 5.6 (it being understood 5.3 as required in accordance with Section 10.02. All information, documents and agreed that records made available in accordance with this Section 5.3 shall, for the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is avoidance of doubt, be subject to attorney-client or similar privilege or constitutes attorney work productthe provisions of Section 10.17.

Books and Records; Inspections. (a) Each Credit Loan Party will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in records which full, true and correct entries in conformity accurately reflect in all material respects with GAAP shall be made of all dealings and transactions in relation to its business affairs and activities. transactions, in accordance with GAAP. (b) Each Credit Loan Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent and each Lender or any of their respective representatives (including outside auditors, and in the case of a Lender, coordinated through the Administrative Agent), upon reasonable prior notice, at reasonable times and intervals and during normal working hours, to visit all of its offices, to discuss its financial matters with its officers and independent public accountant (and the Parent and the Borrower hereby authorize such independent public accountant to discuss the Loan Parties’ and their Subsidiaries’ financial matters with each Lender or its representatives) and to examine (and, at the request expense of the Requisite Lenders Borrower, copy extracts from) any of its Inventory, Accounts, other assets and books or other corporate records (including computer records); provided that excluding any such visits and inspections during the right continuation of any Event of Default, (i) such inspections shall be coordinated through the Administrative Agent so that not more than two (2) such inspections described in this Section 7.5(b) shall occur in any calendar year and (ii) only one (1) such visit to appoint third party agents), each Loan Party and each of their Domestic Subsidiaries during any calendar year shall be at the Borrower’s expense reasonable expense, and during the continuation of any Event of Default such visits and inspections may be made without the requirement of prior notice to any Loan Party or any of their Subsidiaries. (subject c) Subject to the proviso belowclause (b), to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), will pay all upon the reasonable notice fees and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations expenses of the Credit Parties and their Subsidiaries; provided that (i) the Borrower shall only be obligated to reimburse the Administrative Agent and each Lender in the Requisite Lenders for the expenses exercise of one such inspection per calendar year prior their rights pursuant to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding this Section. Notwithstanding anything to the contrary in this Section 5.67.5, none of Holdings or any of its Subsidiaries will the Loan Parties shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (ai) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractorsrepresentatives) is prohibited by applicable law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation ofiii) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-, client or similar privilege or constitutes attorney work work-product.

Books and Records; Inspections. Each Credit Loan Party will, and will cause each of its Borrower's Subsidiaries to, (a) maintain at all times at the chief executive office of Borrower copies of all material books and records of Borrower and its Subsidiaries, (b) keep proper adequate books of record and accounts account in which full, true and correct entries in conformity in all material respects with GAAP shall be are made of all dealings and transactions in relation to its business and activities. Each Credit Party will, activities and will cause each of its Subsidiaries to, (c) permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders or any Lender (including the right to appoint third party agents)employees of Administrative Agent, at the Borrower’s expense (subject to the proviso below)any Lender or any consultants, auditors, accountants, lawyers and appraisers retained by Administrative Agent) to visit and inspect any of the properties of any Credit Loan Party and any of its respective Subsidiaries, Borrower's Subsidiaries to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours (so long as no Default or Event of Default has occurred and is continuing) and as often as may reasonably be requested; provided that, in each caseexcluding any such visits and inspections during the occurrence and continuation of an Event of Default, in a manner that does not unduly interfere with only the business and operations Administrative Agent on behalf of the Credit Parties and their Subsidiaries; provided that (i) the Borrower shall only be obligated to reimburse Lenders may exercise rights of the Administrative Agent and the Requisite Lenders for under this Section 5.6 and the expenses of one such inspection per calendar year prior to Administrative Agent shall not, absent the occurrence and continuance of an Event of Default; , exercise such rights more often than one time during any calendar year. The Loan Parties agree to pay the reasonable and (ii) any authorized representatives designated documented out-of-pocket costs and expenses incurred by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative examiner in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding therewith. Notwithstanding anything to the contrary in this Section 5.6, none of Holdings the Loan Parties or any of its their Subsidiaries will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts of, inspection or discussion of, any document, information or other matter (ai) in respect of which disclosure to the Administrative Agent Agents or any Lender (or their respective representatives or contractorsrepresentatives) is prohibited by applicable law or Contractual Obligations that (A) are owed to any binding confidentiality obligation Person that is not an Affiliate of Borrower or its Subsidiaries that is controlled by Borrower or its Subsidiaries pursuant to any Contractual Obligation with any Third Party in effect prior a binding agreement to which Borrower or its Subsidiaries are a party and (and B) that have not entered into in contemplation of) been waived by such Credit Party’s Person following the use by Borrower or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially its Subsidiaries of commercailly reasonable efforts to provide obtain such information in a manner which would comply with such confidentiality obligation) waiver or (bii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product.

Books and Records; Inspections. Each Credit Loan Party will, and will cause each of its Subsidiaries to, (a) keep proper adequate books of record and accounts account in which full, true and correct entries in conformity in all material respects with GAAP shall be are made of all material dealings and transactions in relation to its business and activities. Each Credit Party will, activities and will cause each of its Subsidiaries to, (b) permit any authorized representatives designated by the Administrative Agent at the request or any Lender (including employees of the Requisite Lenders (including Administrative Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), Administrative Agent) to visit and inspect any of the properties of any Credit Loan Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions)accountants, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere requested and by this provision the Loan Parties authorize such independent accountants to discuss with the business Administrative Agent and operations Lender and such representatives the affairs, finances and accounts of the Credit Parties and their Subsidiarieseach Loan Party; provided that (i) such Loan Party shall be afforded an opportunity to be present at any such discussions with the Borrower independent accountants, and (ii) unless an Event of Default has occurred and is continuing, such visits and inspections shall only be obligated occur not more than two times in any twelve month period for Administrative Agent and all of the Lenders taken together. The Loan Parties acknowledge that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to reimburse the Lenders certain reports pertaining to the Loan Parties’ assets for internal use by Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding Lenders. Notwithstanding anything to the contrary in this Section 5.65.7, none of Holdings the Loan Parties or any of its their Subsidiaries will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts of, inspection or discussion of, any document, information or other matter (ax) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractorsrepresentatives) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) agreement or (by) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Books and Records; Inspections. Each Credit Party will, and will cause each of its Subsidiaries to, (a) The Company shall keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects accordance with GAAP shall be made and allow a maximum of all dealings and transactions in relation to its business and activities. Each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized four (4) representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), Agent to visit and inspect any its properties, and during normal business hours and at reasonable intervals to examine its books of the properties of any Credit Party record and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, account and to discuss its and their affairs, finances and accounts with its and their officers principal officers, engineers and independent public accountants (accountants; provided that the Company shall pay the travel and an authorized representative lodging expenses -------- of employees of the Borrower Agent, and the travel and lodging expenses and fees of the independent consultants of the Agent, incurred by the Agent in connection with such inspections; provided further that, so long as no Default shall have -------- ------- occurred and be continuing, such inspections shall be allowed no more frequent than twice in any calendar year, and if a Default has occurred and is continuing there shall be no limit on the frequency of inspections. (b) Prior to be present during such discussions)the Final Completion Date, the Company shall permit the Independent Engineer (at the request of the Agent) to visit and inspect (at the Company's expense) the Company's properties and to discuss the progress of the construction of the Project, the operation of the Facility and any damage that may have been suffered by any part of the Project with principal officers, engineers, staff or representatives, of the Company, all upon reasonable notice and at such reasonable times during normal business hours and at reasonable intervals as often as the Independent Engineer may reasonably be requesteddesire. Following the Final Completion Date, in each casethe Company shall permit the Independent Engineer (at the request of the Agent) to visit during normal business hours and inspect (at the Company's expense) at any time during a continuing Unmatured Default or Default or at any time following any material loss or damage to the Project, in a manner that does not unduly interfere with the business Company's properties, to review operating reports relating to the Project, to witness and verify operation and maintenance of the Project (including any tests), to examine the Company's maintenance programs, and to discuss the operations of the Credit Parties Facility and their Subsidiaries; provided any damage that may have been suffered by any part of the Project with principal officers, engineers, staff or representatives of the Company. (ic) In addition, the Borrower Company shall only be obligated to reimburse at all times commencing as soon as practicable after the Administrative Agent Final Completion Date maintain and preserve a complete set of the Requisite Lenders for the expenses of one such inspection per calendar year prior Company's original as-built plans and specifications (and all supplements thereto) relating to the occurrence of an Event of Default; Project at the Facility and (ii) any authorized representatives designated upon reasonable prior notice shall make them available for inspection by any Lender (including Lender, the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or reasonable times during business hours and at such reasonable intervals as any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productAgent may desire.

Books and Records; Inspections. Each Credit Party will, The Borrower and each Subsidiary will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be and applicable law are made of all dealings and transactions in relation to its business and activities. Each Credit Party will, The Borrower and each Subsidiary will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at or any Lender (pursuant to a request made through the request of the Requisite Lenders Administrative Agent) (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), or their authorized representatives) to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiariesproperties, to inspectexamine, copy and take make extracts from its and their financial and accounting records, records and to discuss its business, operations, assets, liabilities (including contingent liabilities) and their affairs, finances and accounts financial condition with its and their officers and independent registered public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions)accounting firm, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiaries; provided that unless an Event of Default has occurred and is continuing, such visits and inspections shall be limited to not more than one visit and inspection (icoordinated through the Administrative Agent) in any Fiscal Year and such visit and inspection shall be at the expense of the Borrower shall only be obligated to reimburse (it being agreed that during the Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence continuance of an Event of Default; , such visits and (ii) any authorized representatives designated inspections are not limited in number or otherwise by any Lender (including this proviso and all such visits and inspections shall be at the right to appoint third party agents) may accompany expense of the Borrower). The Administrative Agent and the Lenders conducting any such visit or its representative inspection shall give the Borrower a reasonable opportunity to participate in connection any discussions with any inspection, in each case at such Lenderthe Borrower’s sole expense; provided, further, that, notwithstanding independent registered public accounting firm. Notwithstanding anything to the contrary in this Section 5.6, none of Holdings or neither the Borrower nor any of its Subsidiaries Subsidiary will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts ofexamination, copying or discussion of, of any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractorsdesignees) (i) is prohibited by applicable law or any obligations of confidentiality binding confidentiality obligation pursuant upon the Borrower or any Subsidiary or (ii) would result in a waiver of any attorney-client privilege or attorney work product protection inuring to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s the Borrower or a Subsidiary’s obligations under this Section 5.6 (it being understood and agreed , provided that the Credit Parties Borrower shall notify the Administrative Agent promptly upon obtaining knowledge that such information is being withheld and, in the case of clause (i) above, the Borrower and the Subsidiaries shall use their commercially reasonable efforts to provide such communicate or permit the inspection, examination, copying or discussion, to the extent permitted, of the applicable document, information or other matter in a manner which way that would comply not violate the applicable law or any such obligation of confidentiality and, in the case of any such obligation of confidentiality, to obtain a waiver with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productrespect thereto.

Books and Records; Inspections. Each Credit Party will(a) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, keep proper maintain books and records (including computer records and programs) of record account pertaining to the assets, liabilities and accounts financial transactions of the Loan Parties and their Subsidiaries in which fullsuch detail, true form and correct entries in conformity in all material respects scope as is consistent with GAAP shall be made of all dealings and transactions in relation to its good business and activities. Each Credit Party willpractice. (b) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, permit any authorized representatives designated by provide the Administrative Agent at the request and its agents and one representative of each of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject access to the proviso below), to visit and inspect any premises of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its Loan Parties and their financial Subsidiaries at any time and accounting recordsfrom time to time, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and as often with reasonable notice under the circumstances, and at any time after the occurrence and during the continuance of a Default or Event of Default, for the purposes of (A) inspecting and verifying the Collateral, (B) inspecting and copying any and all records pertaining thereto, (C) conducting field examinations and appraisals with respect to the Collateral, and (D) discussing the affairs, finances and business of the Loan Parties and their Subsidiaries with any officer, employee or director thereof or with the Auditors (subject to such Auditor’s policies and procedures). The Borrowers shall reimburse the Agent for the reasonable and documented travel and related expenses of the Agent’s employees or, at the Agent’s option, of such outside accountants or examiners as may reasonably be requestedretained by the Agent to verify or inspect Collateral, in each case, in a manner that does not unduly interfere with the business and operations records or documents of the Credit Loan Parties and their Subsidiaries; provided that (i) that, so long as no Default or Event of Default then exists, the Borrower number of field examinations and appraisals for which the Borrowers shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders liable for the expenses of one such inspection per calendar year prior reimbursement to the occurrence of an Event of Default; and Agent hereunder shall be limited to one (ii1) any authorized representatives designated by any Lender (including the right per fiscal year, plus additional field examinations with respect to appoint third party agents) may accompany the Administrative Agent Receivables acquired or its representative to be acquired in connection with any inspection, Permitted Acquisition or Permitted Investment that the Borrowers elects to include in each case at such Lender’s sole expensethe Borrowing Base; provided, further, thatthat the foregoing shall not operate to limit the number of inspections, notwithstanding anything field examinations and appraisals that the Agent may elect to undertake. If the Agent’s own employees are used, the Borrowers shall also pay such reasonable per diem allowance as the Agent may from time to time establish, or, if outside examiners or accountants are used, the Borrowers shall also pay the Agent such sum as the Agent may be obligated to pay as fees for such services. All such Obligations may be charged to the contrary in this Section 5.6, none Loan Account or any other account of Holdings the Borrowers with the Agent or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productAffiliates.

Books and Records; Inspections. Each Credit Party will, The Borrower and each Restricted Subsidiary will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be and applicable law are made of all dealings and transactions in relation to its business and activities. Each Credit Party will, The Borrower and each Restricted Subsidiary will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at or any Lender (pursuant to a request made through the request of the Requisite Lenders Administrative Agent) (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), or their authorized representatives) to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiariesproperties, to inspectexamine, copy and take make extracts from its and their financial and accounting records, records and to discuss its business, operations, assets, liabilities (including contingent liabilities) and their affairs, finances and accounts financial condition with its and their officers and independent registered public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions)accounting firm, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiaries; provided that unless an Event of Default has occurred and is continuing, such visits and inspections shall be limited to not more than one visit and inspection (icoordinated through the Administrative Agent) in any Fiscal Year and such visit and inspection shall be at the expense of the Borrower shall only be obligated to reimburse (it being agreed that during the Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence continuance of an Event of Default; , such visits and (ii) any authorized representatives designated inspections are not limited in number or otherwise by any Lender (including this proviso and all such visits and inspections shall be at the right to appoint third party agents) may accompany expense of the Borrower). The Administrative Agent and the Lenders conducting any such visit or its representative inspection shall give the Borrower a reasonable opportunity to participate in connection any discussions with any inspection, in each case at such Lenderthe Borrower’s sole expense; provided, further, that, notwithstanding independent registered public accounting firm. Notwithstanding anything to the contrary in this Section 5.6, none of Holdings or neither the Borrower nor any of its Subsidiaries Restricted Subsidiary will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts ofexamination, copying or discussion of, of any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractorsdesignees) (i) is prohibited by applicable law or any obligations of confidentiality binding confidentiality obligation pursuant to upon the Borrower or any Contractual Obligation with any Third Party in effect prior to Restricted Subsidiary or (and not entered into in contemplation ofii) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information would result in a manner which would comply with such confidentiality obligation) or (b) that is subject to waiver of any attorney-client or similar privilege or constitutes attorney work product.product protection inuring to the Borrower or a Restricted Subsidiary, provided (i) Indebtedness of the Borrower or any Restricted Subsidiary (A) incurred to finance the acquisition, construction, repair, replacement or improvement of any fixed or capital assets of the Borrower or any Restricted Subsidiary, including Capital Lease Obligations, provided that such Indebtedness is incurred prior to or within 270 days after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets, or (B) assumed in connection with the acquisition of any fixed or capital assets of the Borrower or any Restricted Subsidiary, provided, in the case of this clause (i), that at the time of incurrence or assumption of such Indebtedness and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Indebtedness then outstanding under this clause (i), together with the aggregate principal amount of Refinancing Indebtedness then outstanding under clause (ii) below, shall not exceed the greater of (x) $180,000,000 and (y) 10% of Consolidated Total Assets as of the last day of the then most recently ended Test Period; and (ii) any Refinancing Indebtedness in respect of any Indebtedness permitted under clause (i) above or under this clause (ii); (i) Indebtedness of any Person that becomes (other than as a result of a redesignation of an Unrestricted Subsidiary) a Restricted Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Restricted Subsidiary in a transaction permitted hereunder) after the Closing Date, or Indebtedness of any Person that is assumed after the Closing Date by any Restricted Subsidiary in connection with an acquisition of assets by such Restricted Subsidiary in an Acquisition permitted hereunder, provided that (A) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary (or such merger or consolidation) or such assets being acquired and (B) immediately after giving effect to the Borrower or any Restricted Subsidiary becoming liable with respect to such Indebtedness (whether as a result of such Person becoming a Restricted Subsidiary (or such merger or consolidation) or such assumption), and after giving Pro Forma Effect thereto, either (x) the Total Net Leverage Ratio, determined as of the last day of the then most recently ended Test Period, shall not exceed 4.50:1.00 or (y) the Total Net Leverage Ratio determined as of the last day of the then most recently ended Test Period shall be no greater than the Total Net Leverage Ratio determined as of such date but without giving Pro Forma Effect thereto, and (ii) any Refinancing Indebtedness in respect of any Indebtedness permitted under clause (i) above or under this clause (ii);

Books and Records; Inspections. Each Credit Party (a) The Borrowers will, and will cause each of its their Subsidiaries to, keep proper books and records which accurately reflect all of record their business affairs and accounts transactions. The Borrowers shall maintain at all times books and records pertaining to the Collateral in which fullsuch detail, true form, and correct entries scope as the Agent shall reasonably require, including without limitation, records of: (i) all payments received and all credits and extensions granted with respect to the Accounts; (ii) the return, rejection, repossession, stoppage in conformity in all material respects with GAAP shall be made transit, loss, damage or destruction of all Inventory; and (iii) all other dealings and transactions in relation to its business and activities. Each Credit Party affecting the Collateral. (b) The Borrowers will, and will cause each of its their Subsidiaries to, permit the Agent and each Lender or any authorized of their respective representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agentsoutside auditors), at the Borrower’s expense (subject to the proviso below)reasonable times and intervals, to visit and inspect any all of the properties of any Credit Party and any of its respective Subsidiariestheir offices, to inspect, copy and take extracts from its and discuss their financial and accounting records, and to discuss its and their affairs, finances and accounts matters with its and their officers and independent public accountants accountant (and an authorized the Borrowers hereby authorize such independent public accountant to discuss the Borrowers' financial matters with each Lender or its representatives whether or not any representative of the Borrower shall be allowed Borrowers is present) and to be present during such discussions)examine (and, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations expense of the Credit Parties Borrowers, copy extracts from) and conduct audits of any of their Subsidiaries; provided that (i) the Borrower shall only be obligated to reimburse the Administrative Agent Inventory, Receivables, other assets and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender books or other corporate records (including the right computer records). (c) The Borrowers jointly and severally agree to appoint third party agents) may accompany the Administrative Agent or its representative pay any fees of such independent public accountant incurred in connection with the Agent's or any inspectionLender's exercise of its rights pursuant to this Section. The Agent, in each case its sole discretion and at the sole expense of the Borrowers, may conduct such Lender’s sole expense; provided, further, that, notwithstanding anything to audits and examinations of the contrary in this Section 5.6, none of Holdings Accounts as the Agent reasonably deems necessary or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productadvisable.

Books and Records; Inspections. Each Credit Party will, and will cause each of its Subsidiaries to, (a) keep proper adequate books of record records and accounts account in which full, true and correct entries in conformity (in all material respects with GAAP shall be respects) entries are made of all dealings and transactions in relation to its business and activities. Each Credit Party will, activities and will cause each of its Subsidiaries to, (b) permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents)employees of Administrative Agent or any consultants, at the Borrower’s expense (subject to the proviso below)accountants, lawyers and appraisers retained by Administrative Agent) to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and with independent public accountants and auditors, so long as Borrower has been given a reasonable opportunity to have a representative present at any such meeting (and an authorized if Borrower so elects to have a representative of the Borrower present at such meeting, then such meeting shall be allowed held at a time and location that is reasonably acceptable to be present during such discussionsboth Borrower and Administrative Agent), all upon reasonable prior notice and at such reasonable times during normal business hours (so long as no Default or Event of Default has occurred and is continuing) and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business requested and operations of by this provision the Credit Parties authorize such accountants, to discuss with Administrative Agent and their such representatives, the affairs, finances and accounts of Parent Entity and its Subsidiaries; provided , so long as Borrower has been given a reasonable opportunity to have a representative present at any such meeting (and if Borrower so elects to have a representative present at such meeting, then such meeting shall be held at a time and location that (i) is reasonably acceptable to both Borrower and Administrative Agent). The Credit Parties acknowledge that Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Borrower shall only be obligated Lenders certain reports pertaining to reimburse the Credit Parties’ assets for internal use by Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to Lenders. After the occurrence and during the continuance of an any Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the , each Credit Party shall provide Administrative Agent or with access to its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything customers and suppliers to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is extent not prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work productapplicable law.

Books and Records; Inspections. Each Credit Party will, and will cause each of its Subsidiaries to, keep Maintain proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings material financial transactions and transactions matters involving its assets and business, in relation to its business and activitiesa form in which financial statements conforming with GAAP can be generated. Each Credit Loan Party willshall, and will shall cause each of its Subsidiaries to, permit any authorized representatives representation designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), or any Lender to visit and inspect any of the properties of any Credit Loan Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, records and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions)accountants, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested; provided, that in each casethe case of any meeting with any independent public accountants, in a manner that does not unduly interfere with the business and operations representatives of the Credit Loan Parties shall have an opportunity to be present; provided, further, that in the absence of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and their Subsidiaries; provided that (i) the Borrower shall only be obligated to reimburse inspection rights of the Administrative Agent and the Requisite Lenders for the expenses of under this Section 5.06 and no more than one such inspection per calendar year prior visit will be permitted in any Fiscal Year. The Lenders will use commercially reasonable efforts to coordinate any visits or inspections made pursuant to this Section 5.06 so as to minimize inconvenience to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding Loan Parties. Notwithstanding anything to the contrary in this Section 5.65.06, none of Holdings the Borrower or any of its Subsidiaries 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) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) agreement or (bc) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Books and Records; Inspections. Each Credit Party will(a) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, keep proper maintain books and records (including computer records and programs) of record account pertaining to the assets, liabilities and accounts financial transactions of the Loan Parties and their Subsidiaries in which fullsuch detail, true form and correct entries in conformity in all material respects scope as is consistent with GAAP shall be made of all dealings and transactions in relation to its good business and activities. Each Credit Party willpractice. (b) The Loan Parties shall, and will shall cause each of its their Subsidiaries to, permit any authorized representatives designated by provide the Administrative Agent at the request and its agents and one representative of each of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject access to the proviso below), to visit and inspect any premises of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its Loan Parties and their financial Subsidiaries at any time and accounting recordsfrom time to time, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and with reasonable notice under the circumstances, and at any time after the occurrence and during the continuance of a Default or Event of Default, for the purposes of (i) inspecting and verifying the Collateral, (ii) inspecting and copying any and all records pertaining thereto, (iii) conducting field examinations and appraisals with respect to the Collateral, and (iv) discussing the affairs, finances and business of the Loan Parties and their Subsidiaries with any officer, employee or director thereof or with the Auditors (subject to such Auditor’s policies and procedures; provided that so long as often no Event of Default exists, a Responsible Officer of the Borrower Agent shall be given a reasonable opportunity to be present at the discussions with the Auditors). The Borrowers shall reimburse the Agent for the reasonable and documented travel and related expenses of the Agent’s employees or, at the Agent’s option, of such outside accountants or examiners as may reasonably be requestedretained by the Agent to verify or inspect Collateral, in each case, in a manner that does not unduly interfere with the business and operations records or documents of the Credit Loan Parties and their Subsidiaries; provided that that, so long as no Default or Event of Default then exists, the number of field examinations and appraisals for which the Borrowers shall be liable for reimbursement to the Agent hereunder shall be limited to two (i2) the Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for the expenses of one such inspection per field examinations in each calendar year prior and two (2) Inventory appraisal in such calendar year, in each case, plus additional field examinations with respect to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right Receivables or Inventory acquired or to appoint third party agents) may accompany the Administrative Agent or its representative be acquired in connection with any inspection, Permitted Investment that the Borrowers elect to include in each case at such Lender’s sole expensethe Borrowing Base; provided, further, thatthat the foregoing shall not operate to limit the number of inspections, notwithstanding field examinations and appraisals that the Agent may elect to undertake. If the Agent’s own employees are used, the Borrowers shall also pay such reasonable per diem allowance as the Agent may from time to time establish, or, if outside examiners or accountants are used, the Borrowers shall also pay the Agent such sum as the Agent may be obligated to pay as fees for such services. All such Obligations may be charged to the Loan Account. Notwithstanding anything to the contrary in this Section 5.67.7, none of Holdings the Borrowers or any of its their Subsidiaries 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) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) agreement, or (bc) that is subject to attorney-client or similar privilege or constitutes attorney work product; provided, that in the event the Borrowers do not provide information in reliance on clauses (b) and (c) of this sentence, the Borrowers shall provide notice to the Agent (to the extent permitted to do so) that such information is being withheld and the Borrowers shall use commercially reasonable efforts to obtain consent to provide such information or otherwise to communicate, to the extent both feasible and permitted under applicable law, rule, regulation or confidentiality obligation or without waiving such privilege, as applicable, the applicable information.

Books and Records; Inspections. Each Except as would not reasonably be expected to have a Material Adverse Effect, each Credit Party will, and will cause each of its the OZ Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings material financial transactions and transactions in relation to matters involving its business assets and activitiesbusiness. Each Credit Party will, and will cause each of its the OZ Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), any Lender to visit and inspect any of the properties of any Credit Party and any of its respective the OZ Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and provided that an authorized representative Authorized Officer of the Borrower Issuer or any Credit Party shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, requested in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiariesadvance; provided that (i) absent any Event of Default the Borrower shall only not be obligated required to reimburse the Administrative Agent and the Requisite Lenders for pay the expenses of one such inspection per calendar year prior to related thereto more frequently than once each Fiscal Year; and provided further that during the occurrence existence of an Event of Default; and Default Administrative Agent (ii) or any authorized representatives designated by any Lender (including the right to appoint third party agentsof its representatives) may accompany do any of the Administrative Agent or its representative in connection with foregoing at the expense of the Borrower at any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding time during normal business hours and without advance notice. Notwithstanding anything to the contrary in this Section 5.65.06, none of Holdings or the Credit Parties nor any of its the OZ Subsidiaries 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 (ai) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) agreement or (biii) that is subject to attorney-client or similar privilege or constitutes attorney work product.