Common use of Books, Records and Inspections; Conference Calls Clause in Contracts

Books, Records and Inspections; Conference Calls. (a) Lead Borrower 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 U.S. GAAP shall be made of all dealings and transactions in relation to its business and activities. Lead Borrower will, and will cause each of its Restricted Subsidiaries to, permit officers and designated representatives of the Administrative Agent or any Lender to visit and inspect, under guidance of officers of Lead Borrower or such Restricted Subsidiary, any of the properties of Lead Borrower or such Restricted Subsidiary, and to examine the books of account of Lead Borrower or such Restricted Subsidiary and discuss the affairs, finances and accounts of Lead Borrower or such Restricted Subsidiary with, and be advised as to the same by, its and their officers and independent accountants (provided that neither Lead Borrower nor any of its Restricted Subsidiaries will be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Lead Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege), all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any such Lender may reasonably request; provided that the Administrative Agent shall give Lead Borrower an opportunity to participate in any discussions with its accountants; provided, further, that in the absence of the existence of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 9.02 and (ii) the Administrative Agent shall not exercise its inspection rights under this Section 9.02 more often than two times during any fiscal year and only one such time shall be at the Borrowers’ expense; provided, further, however, that when an Event of Default exists, the Administrative Agent or any Lender and their respective designees may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and upon reasonable advance notice. (b) Lead Borrower will, within 30 days after the date of the delivery (or, if later, required delivery) of the quarterly and annual financial information pursuant to Sections 9.01(a) and (b), hold a conference call or teleconference, at a time selected by Lead Borrower and reasonably acceptable to the Administrative Agent, with all of the Lenders that choose to participate, to review the financial results of the previous fiscal quarter or fiscal year, as the case may be, of Lead Borrower (it being understood that any such call may be combined with any similar call held for any of Lead Borrower’s other lenders or security holders).

Books, Records and Inspections; Conference Calls. (a) The Lead Borrower 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 U.S. GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities. The Lead Borrower will, and will cause each of its Restricted Subsidiaries to, permit officers and designated representatives of the Administrative Agent or any Lender to visit and inspect, under guidance of officers of the Lead Borrower or such Restricted Subsidiary, any of the properties of the Lead Borrower or such Restricted Subsidiary, and to examine the books of account of the Lead Borrower or such Restricted Subsidiary and discuss the affairs, finances and accounts of the Lead Borrower or such Restricted Subsidiary with, and be advised as to the same by, its and their officers and independent accountants (provided that neither Lead Borrower nor any of its Restricted Subsidiaries will be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Lead Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)accountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any such Lender may reasonably request; provided that the Administrative Agent shall give the Lead Borrower an opportunity to participate in any discussions with its accountants; provided, further, provided further that in the absence of the existence of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 9.02 and (ii) the Administrative Agent shall not exercise its inspection rights under this Section 9.02 more often than two times during any fiscal year and only one such time shall be at the Borrowers’ Lead Borrower’s expense; provided, further, however, that when an Event of Default exists, the Administrative Agent or any Lender and their respective designees may do any of the foregoing at the expense of the Borrowers Lead Borrower at any time during normal business hours and upon reasonable advance notice. (b) The Lead Borrower will, within 30 days after the date of the delivery (or, if later, required delivery) of the quarterly and annual financial information pursuant to Sections 9.01(a) and (b), hold a conference call or teleconference, at a time selected by the Lead Borrower and reasonably acceptable to the Administrative Agent, with all of the Lenders that choose to participate, to review the financial results of the previous fiscal quarter or fiscal year, as the case may be, of the Lead Borrower (it being understood that any such call may be combined with any similar call held for any of Lead Borrower’s the Borrowers’ other lenders or security holders).

Books, Records and Inspections; Conference Calls. (a) Lead Borrower 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 U.S. GAAP shall be made of all dealings and transactions in relation to its business and activitiesactivities (it being understood and agreed that Foreign Subsidiaries may maintain individual books and records in conformity with generally accepted accounting principles that are applicable in their respective jurisdiction of organization). Lead Borrower will, and will cause each of its Restricted Subsidiaries to, permit officers and designated representatives of the Administrative Agent or, during the continuance of an Event of Default under Section 11.01 or 11.05, any Lender to visit and inspect, under guidance of officers of Lead Borrower or such Restricted Subsidiary, any of the properties of Lead Borrower or such Restricted SubsidiarySubsidiary (subject to the rights of lessees or sublessees thereof and subject to any restrictions or limitations in the applicable lease, sublease or other written occupancy arrangement pursuant to which Borrower or such Restricted Subsidiary is a party), and to examine the books of account of Lead Borrower or such Restricted Subsidiary and discuss the affairs, finances and accounts of Lead Borrower or such Restricted Subsidiary with, and be advised as to the same by, its and their officers and independent accountants (provided that neither Lead Borrower nor any of its Restricted Subsidiaries will be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege); provided that in the event that Lead Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege), all upon reasonable prior notice and at such reasonable times and intervals intervals, subject to reasonable expense, and to such reasonable extent as the Administrative Agent or any such Lender may reasonably request; provided that the Administrative Agent shall give Lead Borrower an opportunity to participate in any discussions with its accountants; provided, further, that in the absence of the existence of an Event of DefaultDefault under Section 11.01 or 11.05, (i) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 9.02 and (ii) the Administrative Agent shall not exercise its inspection rights under this Section 9.02 more often than two times during any fiscal year and only one such time shall be at the Borrowers’ Borrower’s expense; provided, further, however, that when an Event of Default existsunder Section 11.01 or 11.05 exists and is continuing, the Administrative Agent or any Lender and their respective designees may do any of the foregoing at the expense of the Borrowers Borrower at any time during normal business hours and upon reasonable advance notice. (b) Lead Borrower will, within 30 days (or, if after using commercially reasonable efforts to schedule such call, at such later date as agreed to by the Administrative Agent at its reasonable discretion) after the date of the delivery (or, if later, required delivery) of the quarterly and annual financial information pursuant to Sections 9.01(a) and (b), hold a conference call or teleconference, at a time selected by Lead Borrower Xxxxxxxx and reasonably acceptable to the Administrative Agent, with all of the Lenders that choose to participate, to review the financial results of the previous fiscal quarter or fiscal year, as the case may be, of Lead Borrower (it being understood that any such call may be combined with any similar call held for any of Lead Borrower’s other lenders or security holders).

Books, Records and Inspections; Conference Calls. (a) Lead Borrower Holdings will, and will cause each of its the Restricted Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with U.S. GAAP shall be made of all dealings and transactions in relation to its business and activities. Lead Borrower Holdings will, and will cause each of its the Restricted Subsidiaries to, permit officers and designated representatives of the Administrative Agent or any Lender to visit and inspect, under guidance of officers of Lead Borrower Holdings or such Restricted Subsidiary, any of the properties of Lead Borrower Holdings or such Restricted Subsidiary, and to examine the books of account of Lead Borrower Holdings or such Restricted Subsidiary and discuss the affairs, finances and accounts of Lead Borrower Holdings or such Restricted Subsidiary with, and be advised as to the same by, its and their officers and independent accountants (accountants; provided that neither Lead Borrower Holdings nor any of its the Restricted Subsidiaries will be required to provide any information (i) to the extent that such information constitutes non-financial trade secrets or non-financial proprietary information or (ii) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Lead Borrower Holdings or any of its the Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exceptionexceptions set forth in clause (ii), Lead Borrower Holdings shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege), all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any such Lender may reasonably request; provided that the Administrative Agent shall give Lead Borrower Holdings or such Restricted Subsidiary an opportunity to participate in any discussions with its accountants; provided, further, that in the absence of the existence of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 9.02 during normal business hours and upon reasonable advance notice and (ii) the Administrative Agent shall not exercise its inspection rights under this Section 9.02 more often than two times one time during any fiscal year and only one such time shall be at the Borrowers’ Borrower’s expense; provided, further, however, that when an Event of Default existsexists and is continuing, the Administrative Agent or any Lender and their respective designees may do any of the foregoing at the expense of the Borrowers Borrower at any time during normal business hours and upon reasonable advance notice. (b) Lead If requested by the Administrative Agent, the Borrower will, within 30 days after the date of the delivery (or, if later, required delivery) of the quarterly and annual financial information pursuant to Sections 9.01(a) and (b9.01(b), hold a conference call or teleconference, at a time selected by Lead the Borrower and reasonably acceptable to the Administrative Agent, with all of the Lenders that choose to participate, to review the financial results of the previous fiscal quarter or fiscal year, as the case may be, of Lead the Borrower (it being understood that any such call may be combined with any similar call held for any of Lead the Borrower’s, Holdings’ or Parent Company’s other lenders or security holdersholders and the Borrower, Holdings or a Parent Company shall provide a presentation providing a reasonably detailed overview of material operational and financial developments and trends during the applicable accounting period); provided, that, in all cases, the Borrower shall not obligated to provide such information to the extent such disclosure would, in the good faith of the Borrower, violate attorney-client privilege, applicable confidentiality requirements (not entered into in contemplation thereof), constitutes attorney work product or trade secrets or proprietary information or otherwise prohibited by law or fiduciary duty from disclosing; provided, further, that the Borrower shall use commercially reasonable efforts to either eliminate such restrictions on disclosure or communicate such information in a way that would not violate such restrictions and that, to the extent permitted by such confidentiality requirements or not resulting in the loss of such privilege, notify the Administrative Agent if information is being withheld pursuant to this immediately preceding proviso of this Section 9.02(b).

Books, Records and Inspections; Conference Calls. (a) Lead The Borrower 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 U.S. GAAP shall be made of all dealings and transactions in relation to its business and activitiesactivities (it being understood and agreed that Foreign Subsidiaries may maintain individual books and records in conformity with generally accepted accounting principles that are applicable in their respective jurisdictions of organization). Lead The Borrower will, and will cause each of its Restricted Subsidiaries to, permit officers and designated representatives of the Administrative Agent or, during the continuance of an Event of Default under Section 11.01 or 11.05, any Lender to visit and inspect, under guidance of officers of Lead the Borrower or such Restricted Subsidiary, any of the properties of Lead the Borrower or such Restricted SubsidiarySubsidiary (subject to the rights of lessees or sublessees thereof and subject to any restrictions or limitations in the applicable lease, sublease or other written occupancy arrangement pursuant to which the Borrower or such Restricted Subsidiary is a party), and to examine the books of account of Lead the Borrower or such Restricted Subsidiary and discuss the affairs, finances and accounts of Lead the Borrower or such Restricted Subsidiary with, and be advised as to the same by, its and their officers and independent accountants (provided that neither Lead the Borrower nor any of its Restricted Subsidiaries will be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided provided, that in the event that Lead the Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Lead the Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)), all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any such Lender may reasonably request; provided that the Administrative Agent shall give Lead the Borrower an opportunity to participate in any discussions with its accountants; provided, further, that in the absence of the existence of an Event of DefaultDefault under Section 11.01 or 11.05, (i) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 9.02 and (ii) the Administrative Agent shall not exercise its inspection rights under this Section 9.02 more often than two times during any fiscal year and only one such time shall be at the Borrowers’ Borrower’s expense; provided, further, however, that when an Event of Default under Section 11.01 or 11.05 exists, the Administrative Agent or any Lender and their respective designees may do any of the foregoing at the expense of the Borrowers Borrower at any time during normal business hours and upon reasonable advance notice. (b) Lead If requested by the Administrative Agent, the Borrower will, within 30 days (or, if after using commercially reasonable efforts to schedule such call, at such later date as agreed to by the Administrative Agent in its reasonable discretion) after the date of the delivery (or, if later, required delivery) of the quarterly and annual financial information pursuant to Sections 9.01(a) and (b), hold a conference call or teleconference, at a time selected by Lead the Borrower and reasonably acceptable to the Administrative Agent, with all of the Lenders that choose to participate, to review the financial results of the previous fiscal quarter or fiscal year, as the case may be, of Lead the Borrower (it being understood that any such call may be combined with any similar call held for any of Lead the Borrower’s or any Parent Company’s other lenders or security equity holders).

Books, Records and Inspections; Conference Calls. (a) Lead The Borrower 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 U.S. GAAP shall be made of all dealings and transactions in relation to its business and activities. Lead The Borrower will, and will cause each of its Restricted Subsidiaries to, permit officers and designated representatives of the Administrative Agent or any Lender to visit and inspect, under guidance of officers of Lead the Borrower or such Restricted Subsidiary, any of the properties of Lead the Borrower or such Restricted Subsidiary, and to examine the books of account of Lead the Borrower or such Restricted Subsidiary and discuss the affairs, finances and accounts of Lead the Borrower or such Restricted Subsidiary with, and be advised as to the same by, its and their officers and independent accountants (provided that neither Lead the Borrower nor any of its Restricted Subsidiaries will be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Lead the Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Lead the Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege), all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any such Lender may reasonably request; provided that the Administrative Agent shall give Lead the Borrower an opportunity to participate in any discussions with its accountants; provided, further, that in the absence of the existence of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 9.02 and (ii) the Administrative Agent shall not exercise its inspection rights under this Section 9.02 more often than two times during any fiscal year and only one such time shall be at the Borrowers’ Borrower’s expense; provided, further, however, that when an Event of Default exists, the Administrative Agent or any Lender and their respective designees may do any of the foregoing at the expense of the Borrowers Borrower at any time during normal business hours and upon reasonable advance notice. (b) Lead The Borrower will, within 30 days after the date of the delivery (or, if later, required delivery) of the quarterly and annual financial information pursuant to Sections 9.01(a) and (b), hold a conference call or teleconference, at a time selected by Lead the Borrower and reasonably acceptable to the Administrative Agent, with all of the Lenders that choose to participate, to review the financial results of the previous fiscal quarter or fiscal year, as the case may be, of Lead the Borrower (it being understood that any such call may be combined with any similar call held for any of Lead the Borrower’s other lenders or security holders).

Books, Records and Inspections; Conference Calls. (a) Lead Borrower Holdings will, and will cause each of its the Restricted Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with U.S. GAAP shall be made of all dealings and transactions in relation to its business and activities. Lead Borrower Holdings will, and will cause each of its the Restricted Subsidiaries to, permit officers and designated representatives of the Administrative Agent or any Lender to visit and inspect, under guidance of officers of Lead Borrower Holdings or such Restricted Subsidiary, any of the properties of Lead Borrower Holdings or such Restricted Subsidiary, and to examine the books of account of Lead Borrower Holdings or such Restricted Subsidiary and discuss the affairs, finances and accounts of Lead Borrower Holdings or such Restricted Subsidiary with, and be advised as to the same by, its and their officers and independent accountants (accountants; provided that neither Lead Borrower Holdings nor any of its the Restricted Subsidiaries will be required to provide any information (i) to the extent that such information constitutes non-financial trade secrets or non-financial proprietary information or (ii) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Lead Borrower Holdings or any of its the Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exceptionexceptions set forth in clause (ii), Lead Borrower Holdings shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege), all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any such Lender may reasonably request; provided that the Administrative Agent shall give Lead Borrower Holdings or such Restricted Subsidiary an opportunity to participate in any discussions with its accountants; provided, further, provided further that in the absence of the existence of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 9.02 during normal business hours and upon reasonable advance notice and (ii) the Administrative Agent shall not exercise its inspection rights under this Section 9.02 more often than two times one time during any fiscal year and only one such time shall be at the Borrowers’ Borrower’s expense; provided, provided further, however, that when an Event of Default existsexists and is continuing, the Administrative Agent or any Lender and their respective designees may do any of the foregoing at the expense of the Borrowers Borrower at any time during normal business hours and upon reasonable advance notice. (b) Lead If requested by the Administrative Agent, the Borrower will, within 30 thirty (30) days after the date of the delivery (or, if later, required delivery) of the quarterly and annual financial information pursuant to Sections 9.01(a) and (b9.01(b), hold a conference call or teleconference, at a time selected by Lead the Borrower and reasonably acceptable to the Administrative Agent, with all of the Lenders that choose to participate, to review the financial results of the previous fiscal quarter or fiscal year, as the case may be, of Lead the Borrower (it being understood that any such call may be combined with any similar call held for any of Lead the Borrower’s, Holdings’ or Parent Company’s other lenders or security holdersholders and the Borrower, Holdings or a Parent Company shall provide a presentation providing a reasonably detailed overview of material operational and financial developments and trends during the applicable accounting period); provided that, in all cases, the Borrower shall not obligated to provide such information to the extent such disclosure would, in the good faith of the Borrower, violate attorney-client privilege, applicable confidentiality requirements (not entered into in contemplation thereof), constitutes attorney work product or trade secrets or proprietary information or otherwise prohibited by law or fiduciary duty from disclosing; provided further that the Borrower shall use commercially reasonable efforts to either eliminate such restrictions on disclosure or communicate such information in a way that would not violate such restrictions and that, to the extent permitted by such confidentiality requirements or not resulting in the loss of such privilege, notify the Administrative Agent if information is being withheld pursuant to the immediately preceding proviso of this Section 9.02(b).

Books, Records and Inspections; Conference Calls. (a) The Lead Borrower 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 U.S. GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities. . (b) The Lead Borrower willwill permit the Administrative Agent, subject to reasonable advance notice to, and will cause each of its Restricted Subsidiaries toreasonable coordination with, permit officers the Lead Borrower and designated representatives of the Administrative Agent or any Lender normal business hours, to visit and inspect, under guidance of officers of Lead Borrower or such Restricted Subsidiary, any of inspect the properties of Lead Borrower any Borrower, at the Borrowers’ expense as provided in clause (c) below, inspect, audit and make extracts from any Borrower’s corporate, financial or such Restricted Subsidiaryoperating records, and to examine the books of account of Lead Borrower or such Restricted Subsidiary and discuss the affairswith its officers, finances and accounts of Lead Borrower or such Restricted Subsidiary withemployees, and be advised as to the same byagents, its and their officers advisors and independent accountants (provided subject to such accountants’ customary policies and procedures) such Borrower’s business, financial condition, assets and results of operations (it being understood that neither a representative of the Lead Borrower nor any of its Restricted Subsidiaries will be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Lead Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required is allowed to be provided hereunder present in reliance on such exceptionany discussions with officers, Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such lawemployees, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilegeagent, advisors and independent accountants), all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any such Lender may reasonably request; provided that the Administrative Agent shall give Lead Borrower an opportunity only be permitted to participate in conduct one field examination with respect to any discussions with its accountantsCollateral comprising the Borrowing Base per 12-month period; provided, further, provided further that in the absence (i) if at any time Availability is less than 33% of the Line Cap for a period of 5 consecutive Business Days during such 12-month period, one additional field examination of Revolver Priority Collateral will be permitted in such 12-month period and (ii) during any Liquidity Period, one additional field examination of Revolver Priority Collateral be permitted in such 12-month period, except that during the existence and continuance of an Event of Default, (i) only there shall be no limit on the number of additional field examinations of Revolver Priority Collateral that shall be permitted at the Administrative Agent’s request. No such inspection or visit shall unduly interfere with the business or operations of any Borrower, nor result in any damage to the property or other Collateral. No inspection shall involve invasive testing without the prior written consent of the Lead Borrower. Neither the Administrative Agent on behalf nor any Lender shall have any duty to any Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower. Each of the Lead Borrowers acknowledges that all inspections, appraisals and reports are prepared by the Administrative Agent and Lenders may exercise for their purposes, and the rights Borrowers shall not be entitled to rely upon them. (c) Reimburse the Administrative Agent for all reasonable out-of-pocket costs and expenses (other than any legal fees or costs and expenses covered under Section 13.01) of the Administrative Agent in connection with (i) one examination per fiscal year of any Borrower’s books and records or any other financial or Collateral matters as the Lenders under this Section 9.02 Administrative Agent deems appropriate and (ii) field examinations of Collateral comprising the Borrowing Base in each case subject to the limitations on such examinations and audits permitted under the preceding paragraph. Subject to and without limiting the foregoing, the Borrowers specifically agree to pay the Administrative Agent Agent’s then standard charges for examination activities. This Section shall not exercise its inspection rights under this Section 9.02 more often than two times during any fiscal year and only one such time shall be at the Borrowers’ expense; provided, further, however, that when an Event of Default exists, construed to limit the Administrative Agent or any Lender and their respective designees may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and upon reasonable advance noticeAgent’s right to use third parties for such purposes. (bd) The Lead Borrower will, within 30 days after the date of the delivery (or, if later, required delivery) of the quarterly and annual financial information pursuant to Sections 9.01(a) and (b), hold a conference call or teleconference, at a time selected by the Lead Borrower and reasonably acceptable to the Administrative Agent, with all of the Lenders that choose to participate, to review the financial results of the previous fiscal quarter or fiscal year, as the case may be, of the Lead Borrower (it being understood that any such call may be combined with any similar call held for any of Lead Borrower’s the Borrowers’ other lenders or security holders).

Books, Records and Inspections; Conference Calls. (a) Lead Borrower 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 U.S. GAAP shall be made of all dealings and transactions in relation to its business and activities. . (b) Lead Borrower willwill permit the Administrative Agent, subject to reasonable advance notice to, and will cause each of its Restricted Subsidiaries toreasonable coordination with, permit officers Lead Borrower and designated representatives of the Administrative Agent or any Lender during normal business hours, to visit and inspect, under guidance of officers of Lead Borrower or such Restricted Subsidiary, any of inspect the properties of Lead Borrower any Borrower, at the Borrowers’ expense as provided in clause (c) below, inspect, audit and make extracts from any Borrower’s corporate, financial or such Restricted Subsidiaryoperating records, and to examine the books of account of Lead Borrower or such Restricted Subsidiary and discuss the affairswith its officers, finances and accounts of Lead Borrower or such Restricted Subsidiary withemployees, and be advised as to the same byagents, its and their officers advisors and independent accountants (subject to such accountants’ customary policies and procedures) such Borrower’s business, financial condition, assets and results of operations (it being understood that a representative of Lead Borrower and such Borrower shall be permitted to be present in any discussions with officers, employees, agent, advisors and independent accountants); provided that neither Lead Borrower nor any of its Restricted Subsidiaries will be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided provided, further, that in the event that Lead Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such extent permitted by law, rule or regulation or result in the breach of such binding contractual obligation or not resulting in the loss of such professional privilege), all upon reasonable prior notice and at such reasonable times and intervals and you agree to such reasonable extent as the Administrative Agent or any such Lender may reasonably request; provided that the Administrative Agent shall give Lead Borrower an opportunity notify us if information is being withheld pursuant to participate in any discussions with its accountantsthis sentence; provided, further, that in the absence Administrative Agent shall only be permitted to conduct one field examination with respect to any Collateral comprising the Borrowing Base per 12-month period; provided, further, that, (x) if at any time Availability is less than 33% of the Line Cap for a period of 5 consecutive Business Days during such 12-month period, one additional field examination of Revolver Priority Collateral will be permitted in such 12-month period and (y) if a Liquidity Period occurs during such 12-month period, a second additional field examination of Revolver Priority Collateral will be permitted in such 12-month period, except that during the existence and continuance of an Event of Default, (i) only there shall be no limit on the number of additional field examinations of Revolver Priority Collateral that shall be permitted at the Administrative Agent’s request. No such inspection or visit shall unduly interfere with the business or operations of any Borrower, nor result in any damage to the property or other Collateral. No inspection shall involve invasive testing without the prior written consent of Lead Borrower. Neither the Administrative Agent on behalf nor any Lender shall have any duty to any Borrower to make any inspection, nor to share any results of any inspection or report with any Borrower. Each of the Borrowers acknowledges that all inspections and reports are prepared by the Administrative Agent and Lenders may exercise for their purposes, and the rights Borrowers shall not be entitled to rely upon them. (c) Lead Borrower will reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses (other than any legal fees or costs and expenses covered under Section 13.01) of the Administrative Agent in connection with (i) one examination per fiscal year of any Borrower’s books and the Lenders under this Section 9.02 records as described in clause (a) above and (ii) field examinations of Collateral comprising the Borrowing Base in each case subject to the limitations on such examinations permitted under the preceding paragraph. Subject to and without limiting the foregoing, the Borrowers specifically agree to pay the Administrative Agent Agent’s then standard charges for examination activities. This Section shall not exercise its inspection rights under this Section 9.02 more often than two times during any fiscal year and only one such time shall be at the Borrowers’ expense; provided, further, however, that when an Event of Default exists, construed to limit the Administrative Agent or any Lender and their respective designees may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and upon reasonable advance noticeAgent’s right to use third parties for such purposes. (bd) Lead Borrower will, within 30 days after the date of the delivery (or, if later, required delivery) of the quarterly and annual financial information pursuant to Sections 9.01(a) and (bb)(ii), hold a conference call or teleconference, at a time selected by Lead Borrower and reasonably acceptable to the Administrative Agent, with all of the Lenders that choose to participate, to review the financial results of the previous fiscal quarter or fiscal year, as the case may be, of Lead Borrower (it being understood that any such call may be combined with any similar call held for any of Lead Borrower’s other lenders or security holders).

Books, Records and Inspections; Conference Calls. (a) Lead Borrower Parent 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 a manner to allow financial statements to be prepared in all material respects in conformity with U.S. GAAP shall be made (or applicable local standards) consistently applied in respect of all dealings material financial transactions and transactions in relation to matters involving the assets and business of Parent and its business and activitiesRestricted Subsidiaries. Lead Borrower Parent will, and will cause each of its Restricted Subsidiaries to, permit officers and designated representatives of the Administrative Agent or any Lender and the Security Agent (a) to visit and inspect, under guidance of officers of Lead Borrower Parent or such Restricted Subsidiary, any of the properties of Lead Borrower Parent or such Restricted Subsidiary, Subsidiary and (b) to examine the books of account of Lead Borrower Parent or such Restricted Subsidiary and discuss the affairs, finances and accounts of Lead Borrower Parent or such Restricted Subsidiary with, and be advised as to the same by, its and their officers and independent accountants (provided that neither Lead Borrower nor any of its Restricted Subsidiaries will be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Lead Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)accountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Security Agent may reasonably request (and subject, in the case of any such Lender may reasonably requestmeetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that (i) so long as no Event of Default has occurred and is continuing, no more than one such visitation and inspection referred to in preceding clause (a) may occur in any Fiscal Year and (ii) the Administrative Agent and the Security Agent shall give Lead Borrower an Parent the opportunity to participate in any discussions with Parent’s independent public accountants. Notwithstanding the foregoing, none of Parent or any of its accountants; providedRestricted Subsidiaries will be required to disclose, furtherpermit the inspection, that in the absence of the existence of an Event of Defaultexamination or making copies or abstracts of, or discussion of, any document, information or other matter (i) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 9.02 and that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent shall not exercise its inspection rights under this Section 9.02 more often than two times during any fiscal year and only one such time shall be at the Borrowers’ expense; provided, further, however, that when an Event of Default existsAgent, the Administrative Security Agent or any Lender and (or their respective designees may do representatives or contractors) is prohibited by law or any of the foregoing at the expense of the Borrowers at any time during normal business hours and upon reasonable advance noticebinding third-party agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product. (b) Lead Borrower will, within 30 days after At the date request of the delivery Administrative Agent, the Borrower will within 15 Business Days following such request (or, if later, required delivery) of or such longer period as the quarterly and annual financial information pursuant to Sections 9.01(a) and (bAdministrative Agent shall agree), hold a one quarterly conference call or teleconference, at a time selected by Lead the Borrower and reasonably acceptable to the Administrative Agent, with all of the Lenders that choose to participate, to review the financial results of the previous fiscal quarter or fiscal year, as Fiscal Quarter and the case may be, financial condition of Lead the Borrower and its Restricted Subsidiaries and the budgets presented for the current Fiscal Quarter of the Borrower and its Restricted Subsidiaries if applicable (it being understood that following the consummation of an IPO, the Borrower shall not be required to hold any such quarterly conference call may be combined with or teleconference if it (or any similar call held for any direct or indirect parent of Lead the Borrower’s other lenders or security holders) holds quarterly investor earnings calls).

Books, Records and Inspections; Conference Calls. (a) Lead Borrower 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 U.S. GAAP shall be made of all dealings and transactions in relation to its business and activities. Lead Borrower will, and will cause each of its Restricted Subsidiaries to, permit officers and designated representatives of the Administrative Agent or any Lender to visit and inspect, under guidance of officers of Lead Borrower or such Restricted Subsidiary, any of the properties of Lead Borrower or such Restricted Subsidiary, and to examine the books of account of Lead Borrower or such Restricted Subsidiary and discuss the affairs, finances and accounts of Lead Borrower or such Restricted Subsidiary with, and be advised as to the same by, its and their officers and independent accountants (provided that neither Lead Borrower nor any of its Restricted Subsidiaries will be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Lead Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege), all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any such Lender may reasonably request; provided that the Administrative Agent shall give Lead Borrower an opportunity to participate in any discussions with its accountants; provided, further, that in the absence of the existence of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 9.02 and (ii) the Administrative Agent shall not exercise its inspection rights under this Section 9.02 more often than two times during any fiscal year and only one such time shall be at the Borrowers’ expense; provided, further, however, that when an Event of Default exists, the Administrative Agent or any Lender and their respective designees may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and upon reasonable advance notice. (b) Lead Borrower will, within 30 days after the date of the delivery (or, if later, required delivery) of the quarterly and annual financial information pursuant to Sections 9.01(a) and (b), hold a conference call or teleconference, at a time selected by Lead Borrower and reasonably acceptable to the Administrative Agent, with all of the Lenders that choose to participate, to review the financial results of the previous fiscal quarter or fiscal year, as the case may be, of Lead Borrower (it being understood that any such call may be combined with any similar call held for any of Lead Borrower’s other lenders or security holders).

Books, Records and Inspections; Conference Calls. (a) Lead Borrower Parent will, and will cause each of its the Restricted Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with U.S. GAAP shall be made of all dealings and transactions in relation to its business and activities. Lead Borrower The Parent will, and will cause each of its Restricted Subsidiaries to, permit officers and designated representatives of the Administrative Agent or (and, when an Event of Default exists, any Lender Lender) to visit and inspect, under guidance of officers of Lead Borrower the Parent or such Restricted Subsidiary, any of the properties of Lead Borrower the Parent or such Restricted Subsidiary, and to examine the books of account of Lead Borrower the Parent or such Restricted Subsidiary and discuss the affairs, finances and accounts of Lead Borrower the Parent or such Restricted Subsidiary with, and be advised as to the same by, its and their officers and independent accountants (provided that neither Lead Borrower nor any of its Restricted Subsidiaries will be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Lead Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)accountants, all upon reasonable prior notice and at such reasonable times and intervals intervals, and reasonable advance notice, and to such reasonable extent as the Administrative Agent or (or, when an Event of Default exists, any Lender) may request (and subject, in the case of any such Lender may reasonably requestmeetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that neither the Parent nor any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent shall give Lead Borrower an opportunity or any Lender (or their respective contractors) is prohibited by law or any binding agreement, or (iii) that is subject to participate in any discussions with its accountants; providedattorney-client or similar privilege or constitutes attorney work product. Notwithstanding the foregoing, further, that in the absence of the existence of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 9.02 and (ii) the Administrative Agent shall not exercise its inspection such rights under this Section 9.02 more often than two times one time during any fiscal year and only one such time year, which shall be at the Borrowers’ expense; provided, further, however, that when an Event of Default exists, the Administrative Agent or and any Lender and their respective designees may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent (and, to the extent applicable, a Lender) shall give the Borrowers the opportunity to participate in any discussions with the Borrowers’ independent public accountants. (b) Lead Borrower Parent will, within 30 45 days after the date of the delivery (or, if later, required delivery) of the quarterly and annual financial information pursuant to Sections 9.01(a) and (b), hold a conference call or teleconference, at a time selected by Lead Borrower Parent and reasonably acceptable to the Administrative Agent, with all of the Lenders that choose to participate, to review the financial results of the previous fiscal quarter or fiscal year, as the case may be, of Lead Borrower Parent (it being understood that any such call may be combined with any similar call held for any of Lead BorrowerParent’s other lenders or security holders).

Books, Records and Inspections; Conference Calls. (a) The Lead Borrower 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 U.S. GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities. . (b) The Lead Borrower willwill permit the Administrative Agent, subject to reasonable advance notice to, and will cause each of its Restricted Subsidiaries toreasonable coordination with, permit officers the Lead Borrower and designated representatives of the Administrative Agent or any Lender normal business hours, to visit and inspect, under guidance of officers of Lead Borrower or such Restricted Subsidiary, any of inspect the properties of Lead Borrower any Borrower, at the Borrowers’ expense as provided in clause (c) below, inspect, audit and make extracts from any Borrower’s corporate, financial or such Restricted Subsidiaryoperating records, and to examine the books of account of Lead Borrower or such Restricted Subsidiary and discuss the affairswith its officers, finances and accounts of Lead Borrower or such Restricted Subsidiary withemployees, and be advised as to the same byagents, its and their officers advisors and independent accountants (provided subject to such accountants’ customary policies and procedures) such Borrower’s business, financial condition, assets and results of operations (it being understood that neither a representative of the Lead Borrower nor any of its Restricted Subsidiaries will be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Lead Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required is allowed to be provided hereunder present in reliance on such exceptionany discussions with officers, Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such lawemployees, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilegeagent, advisors and independent accountants), all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any such Lender may reasonably request; provided that the Administrative Agent shall give Lead Borrower an opportunity only be permitted to participate in conduct one field examination with respect to any discussions with its accountantsCollateral comprising the Borrowing Base per 12-month period; provided, further, provided further that in the absence (i) if at any time Availability is less than 33% of the Line Cap for a period of 5 consecutive Business Days during such 12-month period, one additional field examination of Revolver Priority Collateral will be permitted in such 12-month period and, (ii) if at any time Availability is less than the greater of (x) 12.5% of the Line Cap and (y) $17,500,000 for a period of 5 consecutive Business Days during such 12-month period, two additional field examinations of Revolver Priority Collateral will be permitted in such 12-month period and (iii) during any Liquidity Period, one additional field examination of Revolver Priority Collateral be permitted in such 12-month period, except that during the existence and continuance of an Event of Default, (i) only there shall be no limit on the number of additional field examinations of Revolver Priority Collateral that shall be permitted at the Administrative Agent’s request. No such inspection or visit shall unduly interfere with the business or operations of any Borrower, nor result in any damage to the property or other Collateral. No inspection shall involve invasive testing without the prior written consent of the Lead Borrower. Neither the Administrative Agent on behalf nor any Lender shall have any duty to any Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower. Each of the Lead Borrowers acknowledges that all inspections, appraisals and reports are prepared by the Administrative Agent and Lenders may exercise for their purposes, and the rights Borrowers shall not be entitled to rely upon them. (c) Reimburse the Administrative Agent for all reasonable out-of-pocket costs and expenses (other than any legal fees or costs and expenses covered under Section 13.01) of the Administrative Agent in connection with (i) one examination per fiscal year of any Borrower’s books and records or any other financial or Collateral matters as the Lenders under this Section 9.02 Administrative Agent deems appropriate and (ii) field examinations of Collateral comprising the Borrowing Base in each case subject to the limitations on such examinations and audits permitted under the preceding paragraph. Subject to and without limiting the foregoing, the Borrowers specifically agree to pay the Administrative Agent Agent’s then standard charges for examination activities. This Section shall not exercise its inspection rights under this Section 9.02 more often than two times during any fiscal year and only one such time shall be at the Borrowers’ expense; provided, further, however, that when an Event of Default exists, construed to limit the Administrative Agent or any Lender and their respective designees may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and upon reasonable advance noticeAgent’s right to use third parties for such purposes. (bd) The Lead Borrower will, within 30 days after the date of the delivery (or, if later, required delivery) of the quarterly and annual financial information pursuant to Sections 9.01(a) and (b), hold a conference call or teleconference, at a time selected by the Lead Borrower and reasonably acceptable to the Administrative Agent, with all of the Lenders that choose to participate, to review the financial results of the previous fiscal quarter or fiscal year, as the case may be, of the Lead Borrower (it being understood that any such call may be combined with any similar call held for any of Lead Borrower’s the Borrowers’ other lenders or security holders).

Books, Records and Inspections; Conference Calls. (a) Lead The Borrower 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 U.S. GAAP shall be made of all dealings and transactions in relation to its business and activities. Lead activities (it being understood and agreed that any Restricted Subsidiary which is a Foreign Subsidiary may maintain individual books and records in conformity with generally accepted accounting principles that are applicable in its jurisdiction of organization). (b) The Borrower willwill permit the Administrative Agent, subject to reasonable advance notice to, and will cause each of its Restricted Subsidiaries toreasonable coordination with, permit officers the Borrower and designated representatives of the Administrative Agent or any Lender during normal business hours, to visit and inspect, under guidance of officers of Lead Borrower or such Restricted Subsidiary, any of inspect the properties of Lead Borrower the Borrower, at the Borrower’s expense as provided in clause (c) below, inspect, audit and make extracts from the Borrower’s corporate, financial or such Restricted Subsidiaryoperating records, and to examine the books of account of Lead Borrower or such Restricted Subsidiary and discuss the affairswith its officers, finances and accounts of Lead Borrower or such Restricted Subsidiary withemployees, and be advised as to the same byagents, its and their officers advisors and independent accountants (provided subject to such accountants’ customary policies and procedures) the Borrower’s business, financial condition, assets and results of operations (it being understood that neither Lead a representative of the Borrower nor any of its Restricted Subsidiaries will shall be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Lead Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required permitted to be provided hereunder present in reliance on such exceptionany discussions with officers, Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such lawemployees, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilegeagent, advisors and independent accountants), all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any such Lender may reasonably request; provided that the Administrative Agent shall give Lead Borrower an opportunity only be permitted to participate in conduct one field examination and two Appraisals with respect to any discussions with its accountantsCollateral comprising the Borrowing Base per 12-month period; provided, further, that in (a) if at any time the absence Specified Excess Availability is less than the greater of (i) 15.0% of the Line Cap and (ii) $90,000,000 for a period of 5 consecutive Business Days or more during such 12-month period, one additional field examination and one additional Appraisal will be permitted in such 12-month period and (ii) if a Liquidity Period occurs during such 12-month period, a second additional field examination and a second additional Appraisal will be permitted in such 12-month period, except that during the existence and continuance of an Event of Default, (i) only there shall be no limit on the number of additional field examinations and Appraisals that shall be permitted at the Administrative Agent’s request. No such inspection or visit shall unduly interfere with the business or operations of the Borrower, nor result in any damage to the property or other Collateral. No inspection shall involve invasive testing without the prior written consent of the Borrower. Neither the Administrative Agent on behalf nor any Lender shall have any duty to the Borrower to make any inspection, nor to share any results of any inspection, Appraisal or report with the Borrower. The Borrower acknowledges that all inspections, Appraisals and reports are prepared by the Administrative Agent and Lenders may exercise for their purposes, and the rights Borrower shall not be entitled to rely upon them. (c) The Borrower will reimburse (or will cause to be reimbursed) the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses (other than any legal fees or costs and expenses covered under Section 13.01) of the Administrative Agent in connection with (i) one examination per fiscal year of the Borrower’s books and the Lenders under this Section 9.02 records as described in clause (a) above and (ii) field examinations and Appraisals of Collateral comprising the Borrowing Base, in each case subject to the limitations on such examinations, audits and Appraisals permitted under the preceding clause (b). Subject to and without limiting the foregoing, the Borrower specifically agrees to pay the Administrative Agent’s then standard charges for examination activities, including the standard charges of the Administrative Agent’s internal appraisal group. In addition, the Administrative Agent shall not exercise be permitted to conduct additional Appraisals at its inspection rights under this own expense. This Section 9.02 more often than two times during any fiscal year and only one such time shall not be at the Borrowers’ expense; provided, further, however, that when an Event of Default exists, construed to limit the Administrative Agent or any Lender and their respective designees may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and upon reasonable advance noticeAgent’s right to use third parties for such purposes. (bd) Lead The Borrower will, within 30 days (or, if after using commercially reasonable efforts to schedule such call, at such later date as agreed to by the Administrative Agent at its sole discretion) after the date of the delivery (or, if later, required delivery) of the quarterly and annual financial information pursuant to Sections 9.01(a) and (b), hold a conference call or teleconference, at a time selected by Lead the Borrower and reasonably acceptable to the Administrative Agent, with all of the Lenders that choose to participate, to review the financial results of the previous fiscal quarter or fiscal year, as the case may be, of Lead the Borrower (it being understood that any such call may be combined with any similar call held for any of Lead the Borrower’s other lenders or security holders).

Books, Records and Inspections; Conference Calls. (a) Lead Borrower 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 U.S. GAAP shall be made of all dealings and transactions in relation to its business and activities. . (b) Lead Borrower willwill permit the Administrative Agent, subject to reasonable advance notice to, and will cause each of its Restricted Subsidiaries toreasonable coordination with, permit officers Lead Borrower and designated representatives of the Administrative Agent or any Lender during normal business hours, to visit and inspect, under guidance of officers of Lead Borrower or such Restricted Subsidiary, any of inspect the properties of Lead Borrower any Borrower, at the Borrowers’ expense as provided in clause (c) below, inspect, audit and make extracts from any Borrower’s corporate, financial or such Restricted Subsidiaryoperating records, and to examine the books of account of Lead Borrower or such Restricted Subsidiary and discuss the affairswith its officers, finances and accounts of Lead Borrower or such Restricted Subsidiary withemployees, and be advised as to the same byagents, its and their officers advisors and independent accountants (subject to such accountants’ customary policies and procedures) such Borrower’s business, financial condition, assets and results of operations (it being understood that a representative of Lead Borrower and such Borrower shall be permitted to be present in any discussions with officers, employees, agent, advisors and independent accountants); provided that neither Lead Borrower nor any of its Restricted Subsidiaries will be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided provided, further, that in the event that Lead Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such extent permitted by law, rule or regulation or result in the breach of such binding contractual obligation or not resulting in the loss of such professional privilege), all upon reasonable prior notice and at such reasonable times and intervals and you agree to such reasonable extent as the Administrative Agent or any such Lender may reasonably request; provided that the Administrative Agent shall give Lead Borrower an opportunity notify us if information is being withheld pursuant to participate in any discussions with its accountantsthis sentence; provided, further, that in the absence Administrative Agent shall only be permitted to conduct one field examination and one inventory appraisal with respect to any Collateral comprising the Borrowing Base per 12-month period; provided, further, that, (a) if at any time Availability is less than 33% of the Line Cap for a period of 5 consecutive Business Days or more during such 12-month period, one additional field examination and inventory appraisal of ABL Collateral will be permitted in such 12-month period and (b) if a Liquidity Period occurs during such 12-month period, a second additional field examination and inventory appraisal will be permitted in such 12-month period, except that during the existence and continuance of an Event of Default, (i) only there shall be no limit on the number of additional field examinations and inventory appraisals of ABL Collateral that shall be permitted at the Administrative Agent’s request in its Permitted Discretion. No such inspection or visit shall unduly interfere with the business or operations of any Borrower, nor result in any damage to the property or other Collateral. No inspection shall involve invasive testing without the prior written consent of Lead Borrower. Neither the Administrative Agent on behalf nor any Lender shall have any duty to any Borrower to make any inspection, nor to share any results of any inspection or report with any Borrower. Each of the Borrowers acknowledges that all inspections and reports are prepared by the Administrative Agent and Lenders may exercise for their purposes, and the rights Borrowers shall not be entitled to rely upon them. (c) Lead Borrower will reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses (other than any legal fees or costs and expenses covered under Section 13.01) of the Administrative Agent in connection with (i) one examination per fiscal year of any Borrower’s books and the Lenders under this Section 9.02 records described in clause (a) above and (ii) field examinations and inventory appraisals of Collateral comprising the Borrowing Base in each case subject to the limitations on such examinations permitted under the preceding paragraph. Subject to and without limiting the foregoing, the Borrowers specifically agree to pay the Administrative Agent Agent’s then standard charges for examination activities. This Section shall not exercise its inspection rights under this Section 9.02 more often than two times during any fiscal year and only one such time shall be at the Borrowers’ expense; provided, further, however, that when an Event of Default exists, construed to limit the Administrative Agent or any Lender and their respective designees may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and upon reasonable advance noticeAgent’s right to use third parties for such purposes. (bd) Lead Borrower will, within 30 days (or, if after using commercially reasonable efforts to schedule such call, at such later date as agreed to by the Administrative Agent in its sole discretion) after the date of the delivery (or, if later, required delivery) of the quarterly and annual financial information pursuant to Sections 9.01(a) and (b), hold a conference call or teleconference, at a time selected by Lead Borrower and reasonably acceptable to the Administrative Agent, with all of the Lenders that choose to participate, to review the financial results of the previous fiscal quarter or fiscal year, as the case may be, of Lead Borrower (it being understood that any such call may be combined with any similar call held for any of Lead Borrower’s other lenders or security securities holders).

Books, Records and Inspections; Conference Calls. (a) Lead Borrower 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 U.S. GAAP shall be made of all dealings and transactions in relation to its business and activities. . (b) Lead Borrower willwill permit the Administrative Agent, subject to reasonable advance notice to, and will cause each of its Restricted Subsidiaries toreasonable coordination with, permit officers Lead Borrower and designated representatives of the Administrative Agent or any Lender during normal business hours, to visit and inspect, under guidance of officers of Lead Borrower or such Restricted Subsidiary, any of inspect the properties of Lead Borrower any Borrower, at the Borrowers’ expense as provided in clause (c) below, inspect, audit and make extracts from any Borrower’s corporate, financial or such Restricted Subsidiaryoperating records, and to examine the books of account of Lead Borrower or such Restricted Subsidiary and discuss the affairswith its officers, finances and accounts of Lead Borrower or such Restricted Subsidiary withemployees, and be advised as to the same byagents, its and their officers advisors and independent accountants (subject to such accountants’ customary policies and procedures) such Borrower’s business, financial condition, assets and results of operations (it being understood that a representative of Lead Borrower and such Borrower shall be permitted to be present in any discussions with officers, employees, agent, advisors and independent accountants); provided that neither Lead Borrower nor any of its Restricted Subsidiaries will be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided provided, further, that in the event that Lead Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such extent permitted by law, rule or regulation or result in the breach of such binding contractual obligation or not resulting in the loss of such professional privilege), all upon reasonable prior notice and at such reasonable times and intervals and you agree to such reasonable extent as the Administrative Agent or any such Lender may reasonably request; provided that the Administrative Agent shall give Lead Borrower an opportunity notify us if information is being withheld pursuant to participate in any discussions with its accountantsthis sentence; provided, further, that in the absence Administrative Agent shall only be permitted to conduct one field examination with respect to any Collateral comprising the Borrowing Base per 12-month period; provided, further, that, (x) if at any time Availability is less than 33% of the Line Cap for a period of 5 consecutive Business Days during such 12-month period, one additional field examination of Revolver Priority Collateral will be permitted in such 12-month period and (y) if a Liquidity Period occurs during such 12-month period, a second additional field examination of Revolver Priority Collateral will be permitted in such 12-month period, except that during the existence and continuance of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 9.02 and (ii) the Administrative Agent shall not exercise its inspection rights under this Section 9.02 more often than two times during any fiscal year and only one such time there shall be no limit on the number of additional field examinations of Revolver Priority Collateral that shall be permitted at the Borrowers’ expense; provided, further, however, that when an Event of Default exists, the Administrative Agent or any Lender and their respective designees may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and upon reasonable advance notice. (b) Lead Borrower will, within 30 days after the date of the delivery (or, if later, required delivery) of the quarterly and annual financial information pursuant to Sections 9.01(a) and (b), hold a conference call or teleconference, at a time selected by Lead Borrower and reasonably acceptable to the Administrative Agent’s request. No such inspection or visit shall unduly interfere with the business or operations of any Borrower, with all of nor result in any damage to the Lenders that choose to participate, to review the financial results of the previous fiscal quarter property or fiscal year, as the case may be, of Lead Borrower (it being understood that any such call may be combined with any similar call held for any of Lead Borrower’s other lenders or security holders).other

Books, Records and Inspections; Conference Calls. (a) Lead Borrower 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 U.S. GAAP shall be made of all dealings and transactions in relation to its business and activities. Lead Borrower will, and will cause each of its Restricted Subsidiaries to, permit officers and designated representatives of the Administrative Agent or any Lender to visit and inspect, under guidance of officers of Lead Borrower or such Restricted Subsidiary, any of the properties of Lead Borrower or such Restricted Subsidiary, and to examine the books of account of Lead Borrower or such Restricted Subsidiary and discuss the affairs, finances and accounts of Lead Borrower or such Restricted Subsidiary with, and be advised as to the same by, its and their officers and independent accountants (provided that neither Lead Borrower nor any of its Restricted Subsidiaries will be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Lead Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege), all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any such Lender may reasonably request; provided that the Administrative Agent shall give Lead Borrower an opportunity to participate in any discussions with its accountants; provided, further, that in the absence of the existence of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 9.02 and (ii) the Administrative Agent shall not exercise its inspection rights under this Section 9.02 more often than two times one time during any fiscal year and only one such time shall be at the Borrowers’ expense; provided, further, however, that when an Event of Default exists, the Administrative Agent or any Lender and their respective designees may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and upon reasonable advance notice. (b) Lead Borrower will, within 30 days (or, if after using commercially reasonable efforts to schedule such call, at such later date as agreed to by the Administrative Agent in its sole discretion) after the date of the delivery (or, if later, required delivery) of the quarterly and annual financial information pursuant to Sections 9.01(a) and (b), hold a conference call or teleconference, at a time selected by Lead Borrower and reasonably acceptable to the Administrative Agent, with all of the Lenders that choose to participate, to review the financial results of the previous fiscal quarter or fiscal year, as the case may be, of Lead Borrower (it being understood that any such call may be combined with any similar call held for any of Lead Borrower’s other lenders or security securities holders).