Common use of Books, Records and Inspections Clause in Contracts

Books, Records and Inspections. The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.

Books, Records and Inspections. The Borrower Holdings will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower Holdings and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower Holdings and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower Holdings and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default Default, (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times one time in any calendar year year, which such visit will be at Holdings’ expense, and (c) only one such visit shall notwithstanding anything to the contrary in this Section 9.2, none of Holdings or any of the Restricted Subsidiaries will be at required to disclose, permit the Borrower’s expenseinspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any agreement binding on a third-party or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower Holdings at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower Holdings the opportunity to participate in any discussions with the Borrower’s Holdings’ independent public accountants.

Books, Records and Inspections. (a) The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders (as accompanied by the Administrative Agent) to visit and inspect any of the properties or assets of the Borrower and any or such Restricted Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Restricted Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Restricted Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent Agent, whether on behalf of its own or in conjunction with the Required Lenders Lenders, may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times one time in any calendar year and (c) only one such visit shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders any Lender may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 9.2, neither the Borrower nor any Restricted Subsidiary will be required under this Section 9.2 to disclose or permit the inspection or discussion of any document, information or other matter to the extent that such action would violate any attorney-client privilege (as reasonably determined by counsel (internal or external) to the Credit Parties), law, rule or regulation, or any contractual obligation of confidentiality (not created in contemplation thereof) binding on the Credit Parties or their respective affiliates or constituting attorney work product (as reasonably determined by counsel (internal or external) to the Credit Parties). (b) The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity, in all material respects, with GAAP shall be made of all material financial transactions and matters involving the assets of the business of the Borrower or such Restricted Subsidiary, as the case may be (it being understood and agreed that any Restricted Subsidiary may maintain its individual books and records in conformity with local standards or customs and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder).

Books, Records and Inspections. (a) The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Majority Lenders (as accompanied by the Administrative Agent) to visit and inspect any of the properties or assets of the Borrower and any or such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, upon reasonable advance notice to the Borrower, all at such reasonable times and intervals during normal business hours and to such reasonable extent as the Administrative Agent or the Required Majority Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (ai) only the Administrative Agent on behalf of the Required Majority Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (cii) only one such visit shall be at the Borrower’s expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Majority Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Majority Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in Section 9.1(f)(iii) or this Section 9.2, neither the Borrower nor any Restricted 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 (i) 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 or contractors) is prohibited by any Requirement of Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product. (b) The Borrower will, and will cause each of the Restricted Subsidiaries to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Borrower or such Restricted Subsidiary, as the case may be.

Books, Records and Inspections. The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default Default, (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times one time in any calendar year and (c) only one such year, which visit shall will be at the Borrower’s expenseexpense and (c) notwithstanding anything to the contrary in this Section 9.2, none of the Borrower or any of the Restricted 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 (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any agreement binding on a third-party or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.

Books, Records and Inspections. (a) The Borrower will, and will cause each Restricted Subsidiary to, maintain books of record and account that permit officers the preparation of financial statements in accordance with GAAP. (b) The Borrower will, and will cause each of the Restricted Subsidiaries to, permit designated representatives of the Administrative Agent or and designated representatives of the Required Majority Lenders (as accompanied by the Administrative Agent) to visit and inspect any of the properties or assets of the Borrower its properties, to examine its financial and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection)operating records, and to examine the books and records of the Borrower and any such Subsidiary and discuss the its affairs, finances and accounts of the Borrower and of any such Subsidiary withwith its officers, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire public accountants (and subject, in the case of any such meetings or advice from such independent accountants, subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) Default, only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b9.2(b) and the Administrative Agent shall not exercise such rights more often than two times in during any calendar year and (c) only one (1) such visit time shall be at the Borrower’s expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent or any representative of the Majority Lenders (or any of its their respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Majority Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 9.2(b), none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by any Requirement of Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

Books, Records and Inspections. The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default Default, (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times one time in any calendar year and (c) only one year, which such visit shall will be at the Borrower’s expense, and (c) notwithstanding anything to the contrary in this Section 9.2, none of the Borrower or any of the Restricted 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 (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any agreement binding on a third-party or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.

Books, Records and Inspections. The Borrower will, and will cause each of the Restricted Subsidiary Subsidiaries to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or such Restricted Subsidiary, as the case may be. The Borrower will, and will cause each of the Restricted Subsidiaries to, permit officers representatives and designated representatives independent contractors of the Administrative Agent or and the Required Lenders to visit and inspect any of the its properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession (to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such partyPerson’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to examine the books and records of the Borrower and any such Subsidiary and discuss the its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times during normal business hours and intervals and as often as may be reasonably desired, upon reasonable advance notice to such reasonable extent as the Administrative Agent or the Required Lenders may desire Borrower (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) Default, only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Required Lenders under this Section 9.2, (b) 9.2 and the Administrative Agent shall not exercise such rights more often than two times in once during any calendar year and (c) only one such visit shall be absent the existence of an Event of Default at the Borrower’s expense; provided further and provided, further, that when an Event of Default exists, the Administrative Agent or the Required Lenders (or any of its their respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in Section 9.1 or this Section 9.2, none of Holdings, the Borrower or any Restricted 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 (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to any Agent or any Lender (or their respective representatives or contractors) is prohibited by Applicable Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Books, Records and Inspections. The Borrower Holdings will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower Holdings and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower Holdings and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower Holdings and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default Default, (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times one time in any calendar year year, which such visit will be at Holdings’ expense, and (c) only one such visit shall notwithstanding anything to the contrary in this Section 9.2, none of Holdings or any of the Restricted Subsidiaries will be at required to disclose, permit the Borrower’s expenseinspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower Holdings at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower Holdings the opportunity to participate in any discussions with the Borrower’s Holdings’ independent public accountants.

Books, Records and Inspections. The Borrower will, and will cause each of the Restricted Subsidiary Subsidiaries to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or such Restricted Subsidiary, as the case may be. Holdings and the Borrower will, and will cause each of the Restricted Subsidiaries to, permit officers representatives and designated representatives independent contractors of the Administrative Agent or the Required Lenders and each Lender to visit and inspect any of the its properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession (to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such partyPerson’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to examine the books and records of the Borrower and any such Subsidiary and discuss the its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times during normal business hours and intervals and as often as may be reasonably desired, upon reasonable advance notice to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures)Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) Default, only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) 9.2 and the Administrative Agent shall not exercise such rights more often than two times in once during any calendar year and (c) only one such visit shall be absent the existence of an Event of Default at the Borrower’s expense; provided further and provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of its their respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in Section 9.1(f)(ii) or this Section 9.2, none of Holdings, the Borrower or any Restricted 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 (i) 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 or contractors) is prohibited by Applicable Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Books, Records and Inspections. The Borrower Holdings will, and will cause each Restricted Subsidiary of its Subsidiaries to, permit maintain books and records pertaining to their respective business operations in such detail, form and scope as is consistent with good business practice and in accordance with GAAP. Holdings will, and will cause its Subsidiaries to, permit, upon two (2) Business Days’ notice to any Authorized Officer of Holdings (except if a Default or Event of Default has occurred and is continuing, no prior notice shall be required), officers and designated representatives of the Administrative Agent (which designated representatives may include one or the Required Lenders more Lenders) to visit and inspect any of the properties or assets of the Borrower Holdings and any such Subsidiary of its Subsidiaries in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection)possession, and to examine the books and records of the Borrower account of Holdings and any such Subsidiary of its Subsidiaries and discuss the affairs, finances and accounts of the Borrower Holdings and of any such Subsidiary of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or or, if applicable, the Required Lenders may desire (desire. Further, upon the occurrence and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation continuance of an Event of Default (a) only Default, Holdings will, and will cause its Subsidiaries to, permit officers and designated representatives of any Lender, at the Administrative Agent on behalf sole cost and expense of such Lender, to visit and inspect any of the Required Lenders may exercise rights properties or assets of the Administrative Agent Holdings and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative Subsidiaries in whomsoever’s possession, and to examine the books of the Required Lenders may do account of Holdings and any of its Subsidiaries and discuss the foregoing at affairs, finances and accounts of Holdings and of any of its Subsidiaries with, and be advised as to the expense of the Borrower at any time during normal business hours same by, its and upon reasonable advance notice. The Administrative Agent their officers and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.

Books, Records and Inspections. The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, permit (a) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower or such Subsidiaries, as the case may be, in accordance with GAAP; and (b) permit, upon at least two Business Days’ notice to the Chief Financial Officer of the Borrower, officers and designated representatives of the Administrative Agent or any of the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary of its Subsidiaries in whomsoever’s possession (but only to the extent that it is within the Borrower or such party’s control Subsidiary has the right to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted do so to the extent that it is not within such party’s control to permit such inspectionin the possession of another Person), and to examine the books and records of account of the Borrower and any such Subsidiary of its Subsidiaries, and make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountantsaccountants and independent actuaries, if any, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any of the Required Lenders may desire (request. All costs and subjectexpenses incurred by the Administrative Agent or any Lender in connection with any of the foregoing shall be paid by the Administrative Agent or such Lender, in as the case of any such meetings or advice from such independent accountantsmay be, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of unless an Event of Default (a) only shall have occurred and be continuing at the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent time such costs and/or expenses are incurred, in which case all such costs and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit expenses shall be at paid by the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.

Books, Records and Inspections. (a) The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders (as accompanied by the Administrative Agent) to visit and inspect any of the properties or assets of the Borrower and any or such Restricted Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Restricted Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Restricted Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (ai) only the Administrative Agent Agent, whether on behalf of its own or in conjunction with the Required Lenders Lenders, may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (bii) the Administrative Agent shall not exercise such rights more than two times one time in any calendar year and (ciii) only one such visit shall be at the Borrower’s expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 9.2, neither the Borrower nor any Restricted Subsidiary will be required under this Section 9.2 to disclose or permit the inspection or discussion of any document, information or other matter to the extent that such action would violate any attorney-client privilege (as reasonably determined by counsel (internal or external) to the Credit Parties), law, rule or regulation, or any contractual obligation of confidentiality (not created in contemplation thereof) binding on the Credit Parties or their respective Affiliates or constituting attorney work product (as reasonably determined by counsel (internal or external) to the Credit Parties). (b) The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity, in all material respects, with GAAP shall be made of all material financial transactions and matters involving the assets of the business of the Borrower or such Restricted Subsidiary, as the case may be (it being understood and agreed that any Restricted Subsidiary may maintain its individual books and records in conformity with local standards or customs and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder).

Books, Records and Inspections. The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent Agents or the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent Agents or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default Default, (a) only the an Administrative Agent on behalf of the Required Lenders may exercise rights of the an Administrative Agent and the Lenders under this Section 9.2, (b) the neither Administrative Agent shall not exercise such its rights more than two times one time in any calendar year and (c) only one year, which such visit shall will be at the Borrower’s expense, and (c) notwithstanding anything to the contrary in this Section 9.2, none of the Borrower or any of the Restricted 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 (i) constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to such Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any agreement binding on a third-party or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product; provided further provided, further, that when an Event of Default exists, the each Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent Agents and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.

Books, Records and Inspections. (a) The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Restricted Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Restricted Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Restricted Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals intervals, and reasonable advance notice, and to such reasonable extent as the Administrative Agent or the Required Lenders may desire request (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default Default, (a1) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b2) the Administrative Agent shall not exercise such rights more than two times one time in any calendar year and (c) only one year, which such visit shall will be at the Borrower’s expense, and (3) notwithstanding anything to the contrary in this Section 9.2, none of the Borrower or any of the Restricted 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 (x) constitutes non-registered Intellectual Property, non-financial trade secrets or non-financial proprietary information, (y) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding agreement or (z) is subject to attorney-client or similar privilege or constitutes attorney work product; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. (b) The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity, in all material respects, with IFRS shall be made of all material financial transactions and matters involving the assets of the business of the Borrower or such Restricted Subsidiary, as the case may be (it being understood and agreed that any Restricted Subsidiary may maintain its individual books and records in conformity with local standards or customs and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder).

Books, Records and Inspections. The Borrower willKeep, and will cause each Restricted Subsidiary toto keep, permit its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each Subsidiary to permit, any Lender or the Agent or any representative thereof to inspect the properties and operations of the Company or such Subsidiary; and permit, and cause each Subsidiary to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and designated representatives of its independent auditors (and the Administrative Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Agent or the Required Lenders to visit any representative thereof at all times when an Event of Default has occurred and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspectioncontinuing), and to examine any of its books or other records; and permit, and cause each Subsidiary to permit, the books Agent (and records any Lender that chooses to join the Agent for the purpose of such inspection) and its representatives to inspect the Inventory and other tangible assets of the Borrower Company or such Subsidiary, to perform appraisals of the Equipment of the Company or such Subsidiary, and to 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 Inventory, Accounts Receivable and any other collateral. All such Subsidiary and discuss examinations, inspections, audits or appraisals by the affairs, finances and accounts of Agent shall be at the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures)Agent’s expense; provided that, excluding any such visits and inspections during the continuation of that if an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall be at the Borrower’s expense; provided further that when an or Unmatured Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing such examinations, inspections, audits and appraisals shall be at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the BorrowerCompany’s independent public accountantsexpense.

Books, Records and Inspections. (a) The Borrower will, and will cause each Restricted Subsidiary to, maintain books of record and account that permit officers the preparation of financial statements in accordance with GAAP. (b) The Borrower will, and will cause each of the Restricted Subsidiaries to, permit designated representatives of the Administrative Agent or and designated representatives of the Required Majority Lenders (as accompanied by the Administrative Agent) to visit and inspect any of the properties or assets of the Borrower its properties, to examine its financial and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection)operating records, and to examine the books and records of the Borrower and any such Subsidiary and discuss the its affairs, finances and accounts of the Borrower and of any such Subsidiary withwith its officers, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire public accountants (and subject, in the case of any such meetings or advice from such independent accountants, subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) Default, only the Administrative Agent on behalf of the Required Majority Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b9.2(b) and the Administrative Agent shall not exercise such rights more often than two (2) times in during any calendar year and (c) only one (1) such visit time per calendar year shall be at the Borrower’s expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent or any representative of the Majority Lenders (or any of its their respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Majority Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 9.2(b), none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by any Requirement of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product; provided, that the Borrower shall notify the Administrative Agent and the Majority Lenders if it is not providing any information pursuant to the foregoing clauses (i) through (iii).

Books, Records and Inspections. The Borrower will, and the Borrower will cause each Restricted Subsidiary of the Subsidiaries to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures)desire; provided that, excluding any such visits and inspections during the continuation of an that so long as no Default or Event of Default (a) only is then in existence, the Administrative Agent on behalf Borrower and any Credit Party shall have the right to participate in any discussions of the Required Agents or the Lenders may exercise rights with any independent accountants of the Administrative Agent and Borrower. Notwithstanding anything to the Lenders contrary herein, neither the Borrower nor any Restricted Subsidiary will be required under this Section 9.29.2 or otherwise to disclose or permit the inspection or discussion of any document, information or other matter to the extent that such action would violate any attorney-client privilege (bas reasonably determined by counsel to the Credit Parties), law, rule or regulation, or any contractual obligation of confidentiality binding on the Credit Parties or their respective Affiliates (provided that (x) the Administrative Agent shall not exercise be notified if any such rights more than two times in any calendar year information is being withheld and (cy) only one the Credit Parties shall use commercially reasonable efforts to obtain a consent to such visit shall be at the Borrower’s expense; provided further that when an Event disclosure or action being withheld as a result of Default existsany contractual obligation of confidentiality (other than, the Administrative Agent for purposes of this clause (or y), any such information being withheld as a result of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountantsattorney-client privilege).

Books, Records and Inspections. The Parent Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit (a) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of such Credit Party or such Restricted Subsidiary, as the case may be, in accordance with GAAP; and (b) permit, upon at least two (2) Business Days’ notice to the Parent Borrower, officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Parent Borrower and any such Subsidiary and/or its Restricted Subsidiaries in whomsoever’s possession (but only to the extent that it is within such party’s control Credit Party or such Restricted Subsidiary, as applicable, has the right to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted do so to the extent that it is not within such party’s control to permit such inspectionin the possession of another Person), and to examine the books and records of account of the Parent Borrower or such Restricted Subsidiary, as applicable, and any such Subsidiary make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the Parent Borrower and of any and/or such Subsidiary Restricted Subsidiary, as applicable, with, and be advised as to the same by, its and their officers and independent accountantsaccountants and independent actuaries, all at if any, but no more than two such reasonable times visits in any fiscal year unless an Event of Default has occurred and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any is continuing. All such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall be at the Parent Borrower’s expense; provided further that when an so long as no Event of Default existshas occurred and is continuing, then the Administrative Agent (Parent Borrower shall not be required to pay for more than one such visit in any consecutive four fiscal quarter period. Notwithstanding anything to the contrary in this Section 6.02, none of the Parent Borrower or any of its Restricted 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 (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or independent contractors) is prohibited by law or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity binding confidentiality agreement or (iii) is subject to participate in any discussions with the Borrower’s independent public accountantsattorney-client or similar privilege or constitutes attorney work product.

Books, Records and Inspections. The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) Default, only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year 9.2 and (c) only one such visit shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of its their respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. During the course of the above described visits, inspections and examinations and discussions, representatives of the Agents and the Lenders may encounter individually identifiable healthcare information as defined under the Administrative Simplification (including privacy and security) regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996, as amended (collectively “HIPAA”) or other confidential information relating to health care patients (collectively, the “Confidential Healthcare Information”). The Borrower or the Restricted Subsidiary maintaining such Confidential Healthcare Information shall, consistent with HIPAA’s “minimum necessary” provisions, permit such disclosures for their “healthcare operations” purposes. Unless otherwise required by law, the Agents, the Lenders and their respective representatives shall not require or perform any act that would cause the Borrower or any of its Subsidiaries to violate any laws, regulations or ordinances intended to protect the privacy rights of healthcare patients, including, without limitation, HIPAA.

Books, Records and Inspections. The Borrower will(a) Keep, and will cause each Restricted Significant Subsidiary toto keep, permit officers its books and designated representatives of records in conformity with GAAP; (b) permit, and cause each Significant Subsidiary and each Domestic Subsidiary (other than Excluded Subsidiaries) to permit, the Administrative Agent (which may be accompanied by any Lender) or any representative thereof at any reasonable time during normal business hours and with reasonable prior notice to inspect the Required Lenders to visit properties and inspect any operations of the properties or assets Company and of the Borrower such Subsidiary; and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection)c) permit, and to examine the books and records of the Borrower and any such cause each Significant Subsidiary and discuss the affairseach Domestic Subsidiary (other than Excluded Subsidiaries) to permit, finances at any reasonable time during normal business hours and accounts of the Borrower and of with reasonable notice (or at any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of time without notice if an Event of Default (a) only exists), the Administrative Agent on behalf (which may be accompanied by any Lender) or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Required Lenders Company hereby authorizes such independent auditors to discuss such financial matters with the Administrative Agent (which may exercise rights be accompanied by any Lender) or any representative thereof, provided that the Company shall have the right to be present at any such discussions so long as no Event of Default exists), to examine (and photocopy extracts from) any of its books or other financial or operating records, provided that, unless an Event of Default exists, (i) the Administrative Agent and the Lenders under this Section 9.2, shall be limited in the aggregate to two visits and inspections per Fiscal Year (b) it being understood that the Administrative Agent shall not exercise may conduct such rights more than two times in any calendar year on-site visits and (c) only one such visit shall be at the Borrower’s expense; provided further that inspections when an Event of Default exists, does not exist and may be accompanied by any Lender) and (ii) the costs and expenses associated with any visit or inspection made pursuant to clause (b) or (c) shall be for the account of the Administrative Agent (or, if acting upon the request of or accompanied by any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountantsLender, such Lender).

Books, Records and Inspections. The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders (as accompanied by the Administrative Agent) to visit and inspect any of the properties or assets of the Borrower and any or such Restricted Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Restricted Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Restricted Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent Agent, whether on behalf of its own or in conjunction with the Required Lenders Lenders, may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders any Lender may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.

Books, Records and Inspections. (a) The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders (as accompanied by the Administrative Agent) to visit and inspect any of the properties or assets of the Borrower and any or such Restricted Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Restricted Subsidiary (including, for the avoidance of doubt, the Borrower’s practice in the computation of the Borrowing Base and the assets included in the Borrowing Base) and discuss the affairs, finances and accounts of the Borrower and of any such Restricted Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent Agent, whether on behalf of its own or in conjunction with the Required Lenders Lenders, may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times one time in any calendar year and (c) only one such visit shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders any Lender may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 9.2, neither the Borrower nor any Restricted Subsidiary will be required under this Section 9.2 to disclose or permit the inspection or discussion of any document, information or other matter to the extent that such action would violate any attorney-client privilege (as reasonably determined by counsel (internal or external) to the Credit Parties), law, rule or regulation, or any contractual obligation of confidentiality (not created in contemplation thereof) binding on the Credit Parties or their respective affiliates or constituting attorney work product (as reasonably determined by counsel (internal or external) to the Credit Parties). (b) The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity, in all material respects, with GAAP shall be made of all material financial transactions and matters involving the assets of the business of the Borrower or such Restricted Subsidiary, as the case may be (it being understood and agreed that any Restricted Subsidiary may maintain its individual books and records in conformity with local standards or customs and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder).

Books, Records and Inspections. The Borrower willKeep, and will cause each Restricted Subsidiary toother Loan Party and each of their respective Subsidiaries to keep, permit officers its books and designated representatives records in accordance with sound business practices sufficient to allow the preparation of the financial statements in accordance with GAAP; permit, and cause each other Loan Party and each of their respective Subsidiaries to permit, any Lender or Administrative Agent or any representative or agent thereof to inspect the Required Lenders properties and operations of the Loan Parties and their Subsidiaries; and permit, and cause each other Loan Party and each Subsidiary to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or Administrative Agent or any representative or agent thereof to visit any or all of its offices, to discuss its financial matters with its officers and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection its independent auditors (and shall use commercially reasonable efforts Borrower hereby authorizes such independent auditors to cause discuss such inspection to be permitted to the extent that it is not within such party’s control to permit such inspectionfinancial matters with any Lender or Administrative Agent or any representative or agent thereof), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs(and, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at Loan Parties, photocopy extracts from) any time during normal business hours of its books or other records; and upon reasonable advance notice. The permit, and cause each other Loan Party and each of their respective Subsidiaries to permit, Administrative Agent and its representatives and agents to inspect the Required Lenders Inventory and other tangible assets of the Loan Parties and each of their Subsidiaries, to perform appraisals of the equipment of the Loan Parties and each of their Subsidiaries, and to 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 Inventory, Accounts and any other collateral. All such inspections or audits by Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the be at Borrower’s independent public accountantsexpense.

Books, Records and Inspections. The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, keep proper books of record and accounts in which full, true and correct (in all material respects) entries in conformity with GAAP (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 countries of organization and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder) and all requirements of law shall be made of all material dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect inspect, under guidance of officers of the Borrower or such Restricted Subsidiary and subject to any applicable safety rules and procedures, any of the properties or assets of the Borrower and any or such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection)Restricted Subsidiary, and to examine the books and records of account of the Borrower and any or such Restricted Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any or such Restricted Subsidiary with, and be advised as to the same by, its and their officers 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 the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures)reasonably request; provided that the Administrative Agent shall give the Borrower an opportunity to participate in any discussions with its accountants; provided, further, that, excluding any such visits and inspections during the continuation of an Event of Default (ai) only the Administrative Agent on behalf of the Required Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 9.29.02 and (ii) in the absence of an Event of Default, (b) the Administrative Agent shall not exercise such its rights under this Section 9.02 more often than two times in during any calendar year Fiscal Year and (c) only one such visit time shall be at the Borrower’s reasonable expense; provided further and provided, further, that when an Event of Default exists, the Administrative Agent (or any of and its respective representatives or independent contractors) or any representative of the Required Lenders designees may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The ; provided, further, that notwithstanding anything to the contrary contained in this Section 9.02, neither the Borrower nor any of its Restricted Subsidiaries shall be required to deliver to the Administrative Agent and or any Lender, or otherwise disclose or permit the Required Lenders shall give inspection or discussion of, any information (i) subject to confidentiality agreements or attorney/client privilege or which constitutes attorney work product, (ii) that constitutes non-financial trade secrets or non-financial proprietary information or (iii) in respect of which disclosure to the Borrower the opportunity to participate in Administrative Agent or any discussions with the Borrower’s independent public accountantsLender (or their respective representatives or contractors) is prohibited by applicable law.

Books, Records and Inspections. The Borrower Each Credit Party will, and will cause each Restricted Subsidiary of its Subsidiaries to, (i) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of such Credit Party or such Subsidiary, as the case may be, in accordance with GAAP; and (ii) permit officers and designated representatives of the Administrative Agent or (and, during the Required Lenders continuance of any Event of Default, representatives of each Lender may accompany the representatives of the Administrative Agent) to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary Credit Party and/or its Subsidiaries in whomsoever’s possession (but only to the extent that it is within such party’s control Credit Party or such Subsidiary, as applicable, has the right to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted do so to the extent that it is not within such party’s control to permit such inspectionin the possession of another Person), and to examine the books of account of such Credit Party or such Subsidiary, as applicable, and records of the Borrower make copies thereof and any such Subsidiary take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary Credit Party and/or such Subsidiary, as applicable, with, and be advised as to the same by, its and their officers and independent accountantsaccountants and independent actuaries, if any, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any of the Required Lenders (through the Administrative Agent) may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures)request; provided that, that excluding any such visits and inspections during the continuation of an Event of Default Default, (ai) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.26.02, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (cii) only one such visit exercise shall be at the Borrower’s expense; provided further that when unless an Event of Default existshas occurred and continuing, the Administrative Agent (or Borrower shall not be responsible for the expenses incurred in the exercise such rights more often than one time during any calendar year; provided still further that to the extent that the books and records of its respective representatives or independent contractors) or any representative account are available electronically, such portion of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders inspections shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountantsbe conducted remotely.

Books, Records and Inspections. The Borrower willKeep, and will cause each Restricted Subsidiary toto keep, permit its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each Subsidiary to permit, any Lender or any representative thereof, after reasonable notice and at reasonable times during normal business hours, to inspect the properties and operations of the Company and its Subsidiaries; and permit, and cause each Subsidiary to permit, at any reasonable times during normal business hours and with reasonable notice, any Lender or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and designated representatives of its independent auditors (and the Administrative Agent Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or any representative thereof) (provided that the Required Lenders to visit and inspect Company (or any of the properties its subsidiaries) may, if it so chooses, be present at or assets of the Borrower and participate in any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspectiondiscussion), and to examine (and, at the books and records expense of the Borrower Company and its Subsidiaries, photocopy extracts from) any such of its books or other records; and permit, and cause each Subsidiary to permit, any Lender and discuss its representatives to inspect, at any reasonable times during normal business hours and with reasonable notice the affairs, finances and accounts tangible assets of the Borrower Company and of any such Subsidiary withits Subsidiaries, to perform appraisals, and be advised as to 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 the same by, Company and its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures)Subsidiaries; provided that, excluding any such visits and inspections that (x) except during the continuation continuance of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2Default, (b) the Administrative Agent any Lender shall not exercise such rights more often than two times in one time during any calendar year and (cy) only one the Required Lenders on behalf of the Lenders may exercise the rights of the the Lenders under this Section 10.2. All such visit inspections or audits by the Lenders shall be at the BorrowerCompany’s expense; provided further that when an so long as no Event of Default exists, the Administrative Agent Company shall not be required to reimburse the Lenders for inspections or audits more frequently than once each Fiscal Year. Notwithstanding anything to the contrary in this Section 10.2, none of the Company or 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 any Lender (or any of its their respective representatives or independent contractors) is prohibited by law or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity binding agreement or (c) is subject to participate in any discussions with the Borrower’s independent public accountantsattorney-client or similar privilege or constitutes attorney work product.

Books, Records and Inspections. The Borrower will, and will cause each Restricted Subsidiary to, maintain all financial records in accordance with GAAP. The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default Default, (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such its rights more than two times one time in any calendar year and (c) only one year, which such visit shall will be at the Borrower’s expense, and (c) notwithstanding anything to the contrary in this Section 9.2, none of the Borrower or any of the Restricted 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 (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any agreement binding on a third-party or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.

Books, Records and Inspections. (a) The Borrower (or the MLP) will, and will cause each Restricted Subsidiary of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity with U.S. GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities. The Borrower (or the MLP) will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent or the Required Lenders any Lender to visit and inspect inspect, under guidance of officers of the Borrower (or the MLP) or such Subsidiary, any of the properties or assets of the Borrower and any (or the MLP) or such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of account of the Borrower and any (or the MLP) or such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any (or the MLP) or such Subsidiary with, and be advised as to the same by, its and their officers 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 Required Lenders may desire Administrative Agent shall give the Borrower (and subject, or the MLP) an opportunity to participate in any discussions with its accountants; provided further that in the case absence of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation existence of an Event of Default Default, (ai) only the Administrative Agent on behalf of the Required Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 9.2, 9.02 and (bii) the Administrative Agent shall not exercise such its inspection rights under this Section 9.02 more often than two times in during any calendar fiscal year and (c) only one such visit time shall be at the Borrower’s expense; provided further provided, further, however, that when an Event of Default exists, the Administrative Agent (or any of its Lender and their respective representatives or independent contractors) or any representative of the Required Lenders designees may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.

Books, Records and Inspections. The Borrower Parent will, and will cause each of its Restricted Subsidiary Subsidiaries to, maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP (or in the case of a Foreign Subsidiary, generally accepted accounting principles in the jurisdiction of organization of such Foreign Subsidiary) consistently applied shall be made of all financial transactions and matters involving the assets and business of the Parent, the Borrower and such Restricted Subsidiaries. The Parent will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower Parent and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower Parent and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower Parent and of any such Subsidiary with, and be advised as to the same by, its and their the officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subjectupon reasonable advance notice to the Parent and/or its relevant Subsidiary, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and proceduresas applicable); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) Default, only the Administrative Agent (or any of its representatives or independent contractors) on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) 9.02 and the Administrative Agent shall not exercise such rights more often than two times in during any calendar year absent the existence of an Event of Default and (c) only one such visit time shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Parent and/or the Borrower the opportunity to participate in any discussions with the Parent and/or the Borrower’s independent public accountants.

Books, Records and Inspections. The Borrower willKeep, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Loan Parties and their Subsidiaries to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party and each Subsidiary of each Loan Party to permit, any Lender or Administrative Agent or any representative, agent, or advisor thereof to inspect the Required Lenders properties and operations of the Loan Parties and their Subsidiaries; and permit, and cause each other Loan Party and each Subsidiary of each Loan Party to permit, at any reasonable time (on a Business Day) and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or Administrative Agent or any representative, agent, or advisor thereof to visit any or all of its offices, to discuss its financial matters with its officers and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection its independent auditors (and shall use commercially reasonable efforts Borrower hereby authorizes all such independent auditors to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspectiondiscuss those financial matters with any Lender or Administrative Agent or any representative, agent, or advisor thereof), and to examine the (and photocopy extracts from) any of its books or other records; and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary withpermit, and be advised as cause each other Loan Party and each Subsidiary of each Loan Party to the same bypermit, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and its representatives, agents, and advisors to inspect the Lenders under this Section 9.2inventory and other tangible assets of the Loan Parties and their Subsidiaries, to perform appraisals of the equipment of the Loan Parties and their Subsidiaries, and to inspect, audit, conduct physical counts and perform valuations thereof, and to 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 inventory, accounts, and any other Collateral. All such visits, inspections, appraisals or audits by Administrative Agent and its representatives, agents, and advisors will be at Borrower’s expense, except that other than during a Default or Event of Default, (bi) the Administrative Agent there shall not exercise such rights be more than two times (2) such visits, inspections, appraisals or audits conducted by Administrative Agent in any calendar year Fiscal Year and (cii) only one such visit shall Borrower will not be at the Borrower’s expense; provided further that when an Event of Default exists, the required to reimburse Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountantsFiscal Year for more than $100,000 for such visits, inspections, appraisals, or audits.

Books, Records and Inspections. The Borrower (a) Holdings will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower Holdings and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower Holdings and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower Holdings and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default Default, (a) only the Administrative Agent (using such representatives as it may elect in its sole discretion) on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year year, which visits will be at Holdings’ expense, and (c) only one such visit shall notwithstanding anything to the contrary in this Section 9.2, none of Holdings or any of the Subsidiaries will be at required to disclose, permit the Borrower’s expenseinspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) 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 on a third-party or (ii) is subject to attorney-client or similar privilege or constitutes attorney work product; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance noticeHoldings without limitation on frequency. The Administrative Agent and the Required Lenders shall give the Borrower Borrowers the opportunity to participate in any discussions with the Borrower’s Credit Parties’ independent public accountants. (b) Holdings will, and will cause each Subsidiary to maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings and any such Subsidiary, as the case may be.

Books, Records and Inspections. The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default Default, (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times one time in any calendar year and (c) only one year, which such visit shall will be at the Borrower’s expense, and (c) notwithstanding anything to the contrary in this Section 9.2, none of the Borrower or any of the Restricted 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 (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any agreement binding on a third-party or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s Borrower independent public accountants.

Books, Records and Inspections. (a) The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or officers and designated representatives of the Required Majority Lenders (as accompanied by the Administrative Agent), to visit and inspect any of the properties or assets of the Borrower and any or such Restricted Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and financial records of the Borrower and any such Restricted Subsidiary and discuss the affairs, finances finances, accounts and accounts condition of the Borrower and of or any such Restricted Subsidiary with, and be advised as to the same by, with its and their officers and independent accountantsaccountants therefor, in each case of the foregoing upon reasonable advance notice to the Borrower, all at such reasonable times and intervals during normal business hours and to such reasonable extent as the Administrative Agent or the Required Majority Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (ai) only the Administrative Agent on behalf of the Required Majority Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (cii) only one such visit per fiscal year shall be at the Borrower’s expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Majority Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Majority Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in Section 9.1(f)(iii) or this Section 9.2, neither the Borrower nor any Restricted 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 (i) 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 or contractors) is prohibited by any Requirement of Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product. (b) The Borrower will, and will cause each of the Restricted Subsidiaries to, maintain financial records in accordance with GAAP.

Books, Records and Inspections. (a) The Parent Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Parent Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Parent Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Parent Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) Default, only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year 9.2 and (c) only one such visit shall be at the Parent Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of its their respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Parent Borrower the opportunity to participate in any discussions with the Parent Borrower’s independent public accountants. During the course of the above-described visits, inspections, examinations and discussions, representatives of the Agents and the Lenders may encounter individually identifiable healthcare information as defined under the Administrative Simplification (including privacy and security) regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996, as amended (collectively, “HIPAA”), or other confidential information relating to healthcare patients (collectively, the “Confidential Healthcare Information”). The Parent Borrower or the Restricted Subsidiary maintaining such Confidential Healthcare Information shall, consistent with HIPAA’s “minimum necessary” provisions, permit such disclosure for their “healthcare operations” purposes. Unless otherwise required by law, the Agents, the Lenders and their respective representatives shall not require or perform any act that would cause the Parent Borrower or any of its Subsidiaries to violate any laws, regulations or ordinances intended to protect the privacy rights of healthcare patients, including, without limitation, HIPAA. (b) Independently of or in connection with the visits and inspections provided for in clause (a) above, but not more than twice a year (unless required by applicable law or an Event of Default has occurred and is continuing in which case the Administrative Agent may cause additional appraisals and field examinations to be undertaken at the expense of the Borrowers) upon the request of the Administrative Agent after reasonable prior notice, the Parent Borrower will, and will cause each Subsidiary Borrower to, permit the Administrative Agent or professionals reasonably acceptable to the Parent Borrower (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Administrative Agent to conduct appraisals, commercial finance examinations and other evaluations, including, without limitation, (i) of the Parent Borrower’s practices in the computation of the Borrowing Base, and (ii) inspecting, verifying and auditing the Collateral. The Borrowers shall pay the fees and expenses of the Administrative Agent or such professionals with respect to such evaluations and appraisals.

Books, Records and Inspections. (a) The Borrower Parent will, and will cause each Restricted Subsidiary of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries, in conformity in all material respects with GAAP and all requirements of law, shall be made of all dealings and transactions in relation to its business. The Parent will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent or and the Required Lenders as a group to visit and inspect inspect, under guidance of officers of the Parent or any of its Subsidiaries, any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection)Parent or its Subsidiaries, and to examine the books and records of account of the Borrower and any Parent or such Subsidiary Subsidiaries and discuss the affairs, finances and accounts of the Borrower and of any Parent or such Subsidiary Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants, all upon reasonable advance notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or such Lender may request. For the Required Lenders may desire avoidance of doubt, unless (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of i) an Event of Default shall have occurred and be continuing or (aii) only due to an action or omission of the Parent or its Subsidiaries, the Administrative Agent on behalf or any Lender shall have determined that a visitation or inspection is necessary in order to protect the interests of the Required Lenders may exercise rights Lender Creditors and shall have provided written notice to Parent specifying the reasons for such determination, the costs and expenses of the Administrative Agent and the Lenders under this Section 9.2for such visits and inspections shall be for the account of the Lender or Lenders requesting such visits and inspections. Notwithstanding anything in the foregoing to the contrary, visits and inspections of Rigs shall be limited to Collateral Rigs. (b) At a date to be mutually agreed upon between the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Parent occurring on or prior to the 120th day after the close of each fiscal year of the Parent, the Parent will, at the request of the Administrative Agent, hold a meeting with all of the Lenders shall give at which meeting will be reviewed the Borrower financial results of the opportunity to participate in any discussions with Parent and its Subsidiaries for the Borrower’s independent public accountantsprevious fiscal year and the budgets presented for the current fiscal year of the Parent.

Books, Records and Inspections. (a) The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Restricted Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Restricted Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Restricted Subsidiary with, and be advised as to the same by, its and their officers and independent accountants (provided, that representatives of the Borrower shall be present for such discussions with independent accountants), all at such reasonable times and intervals intervals, and reasonable advance notice, and to such reasonable extent as the Administrative Agent or the Required Lenders may desire request (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided provided, that, excluding any such visits and inspections during the continuation of an Event of Default Default, (a1) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b2) the Administrative Agent shall not exercise such rights more than two times one time in any calendar year and (c) only one year, which such visit shall will be at the Borrower’s expense, and (3) notwithstanding anything to the contrary in this Section 9.2, none of the Borrower or any of the Restricted 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 (x) constitutes non-registered Intellectual Property, non-financial trade secrets or non-financial proprietary information, (y) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable law or any binding agreement or (z) is subject to attorney-client or similar privilege or constitutes attorney work product; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. (b) The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity, in all material respects, with GAAP shall be made of all material financial transactions and matters involving the assets of the business of the Borrower or such Restricted Subsidiary, as the case may be (it being understood and agreed that any Restricted Subsidiary may maintain its individual books and records in conformity with local standards or customs and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder).

Books, Records and Inspections. The Borrower (a) Holdings will, and will cause each of its Restricted Subsidiary Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity with generally accepted accounting principles and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities. Holdings will, and will cause each of its Restricted Subsidiaries to, permit officers and designated representatives of the Administrative Agent or the Required Lenders any Lender to visit and inspect inspect, under guidance of officers of Holdings or such Restricted Subsidiary, any of the properties of Holdings or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection)Restricted Subsidiary, and to examine the books and records of the Borrower and any account of Holdings or such Restricted Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any Holdings or such Restricted Subsidiary with, and be advised as to the same by, its and their officers 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 Required Lenders may desire (and subject, Administrative Agent shall give the U.S. Borrower an opportunity to participate in any discussions with its accountants; provided further that in the case absence of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation existence of an Event of Default Default, (ai) only the Administrative Agent on behalf of the Required Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 9.2, 9.02 and (bii) the Administrative Agent shall not exercise such its inspection rights under this Section 9.02 more often than two times in during any calendar fiscal year and (c) only one such visit time shall be at the U.S. Borrower’s expense; provided further provided, further, however, that when an Event of Default exists, the Administrative Agent (or any of its Lender and their respective representatives or independent contractors) or any representative of the Required Lenders designees may do any of the foregoing at the expense of the U.S. Borrower at any time during normal business hours and upon reasonable advance notice. The . (b) At a date to be mutually agreed upon between the Administrative Agent and Holdings occurring on or prior to the Required 60th day after the close of each fiscal quarter of Holdings, Holdings will hold an informational call with all of the Lenders shall give during which call the Borrower financial results of Holdings and its Restricted Subsidiaries for the opportunity to participate in any discussions with the Borrower’s independent public accountantsprevious fiscal quarter will be reviewed.

Books, Records and Inspections. The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit officers and designated representatives of the Administrative Agent or (accompanied by any Lender that has coordinated such visit through the Required Lenders Administrative Agent) to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent (whether on its own behalf of the Required Lenders or in conjunction with a Lender or Lenders) may exercise rights of the Administrative Agent and the Lenders right to on-site visits under this Section 9.2, (b) the Administrative Agent shall not exercise such rights to on-site visits more than two times in any calendar year and (c) only one such visit shall be at the Borrower’s ’ expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required a Lender or Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s ’ independent public accountants. The Borrower will, upon the request of Administrative Agent or the Required Lenders, participate in a meeting of Administrative Agent and the Lenders once during each Fiscal Year to be held at the Borrower’s corporate offices (or (i) at such other location as may be agreed to by the Borrower and the Administrative Agent or (ii) by teleconference) at such time as may be agreed to by the Borrower and the Administrative Agent.

Books, Records and Inspections. The Borrower Credit Parties will, and will cause each Restricted Subsidiary of their respective Subsidiaries to, maintain books of record and account, in which entries that are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Credit Parties or such Subsidiary, as the case may be, so as to present fairly in all material respects the financial position and results of operations of the Borrower and its Subsidiaries, subject to year-end audit adjustments (including any purchase accounting adjustments) and any adjustments or estimations in connection with an Investment permitted pursuant to Section 9.04. The Credit Parties will, and will cause each of their respective Subsidiaries to, permit officers representatives and designated representatives independent contractors of the Administrative Collateral Agent or the Required Lenders to visit and inspect any of the properties its properties, to examine its corporate, financial and operating records, and make copies thereof or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection)abstracts therefrom, and to examine the books and records of the Borrower and any such Subsidiary and discuss the its affairs, finances and accounts with its directors, officers, and independent public accountants (at which an authorized representative of the Borrower shall be entitled and of any such Subsidiary with, and have the opportunity to be advised as to the same by, its and their officers and independent accountantspresent), all at such the expense of the Credit Parties and at reasonable times during normal business hours (unless an Event of Default then exists) and intervals and upon reasonable advance notice to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures)Credit Parties; provided that, excluding any unless an Event of Default has occurred and is continuing (a) such visits and inspections during shall be made upon at least ten (10) Business Days’ notice (or such shorter period reasonably agreed to by the continuation of an Event of Default Credit Parties) and (ab) only no more than one (1) such visit and inspection may be made by the Administrative Agent on behalf representatives and independent contractors of the Required Lenders Collateral Agent (acting collectively) per fiscal year; provided, further, that representatives of any Lender may exercise rights accompany the Collateral Agent, or its representative or independent contractors, on any such visit at the expense of each such Lender. Any information obtained by the Collateral Agent pursuant to this Section 8.02 will be held confidential in accordance with Section 12.18 and may be shared with the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountantsLenders.

Books, Records and Inspections. (a) The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries (other than any Immaterial Subsidiaries) to, keep proper books of record and account, in which full and correct entries shall be made of all material financial transactions and the assets and business of the Borrower or such Restricted Subsidiary, as the case may be, in accordance with GAAP. (b) The Borrower will, and will cause each of its Restricted Subsidiaries to, permit officers and designated representatives of the Administrative Agent or any of the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary its Restricted Subsidiaries in whomsoeverwhosoever’s possession (but only to the extent that it is within the Borrower or such party’s control Restricted Subsidiary has the right to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted do so to the extent that it is not within such party’s control to permit such inspectionin the possession of another Person), and to examine the books and records of account of the Borrower and any such Subsidiary of its Restricted Subsidiaries, and make copies thereof and take extracts therefrom, and to discuss the affairs, finances financials and accounts of the Borrower and of any such Subsidiary its Restricted Subsidiaries with, and be advised as to the same by, its and their officers and, to the extent a Responsible Officer of the Borrower is given the opportunity to be present, independent accountants and independent accountantsactuaries, if any, all at such reasonable times and intervals and to such reasonable the extent as reasonably requested in advance by the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights in any event no more than two times in any calendar one time per year and during normal business hours (c) only one provided that no such visit restrictions shall be at the Borrower’s expense; provided further that apply when an Event of Default existshas occurred and is continuing, the Administrative Agent (except that any such visit or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time inspection must be during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountantshours).

Books, Records and Inspections. The Borrower Holdings will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower Holdings and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower Holdings and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower Holdings and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times one time in any calendar year year, which such visit will be at Holdings’ expense and (cd) only one such visit shall notwithstanding anything to the contrary in this Section 9.2, none of Holdings or any of the Restricted Subsidiaries will be at required to disclose, permit the Borrower’s expenseinspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes trade secrets or 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 agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower Holdings at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower Holdings the opportunity to participate in any discussions with the Borrower’s Holdings’ independent public accountants.

Books, Records and Inspections. (a) The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Majority Lenders (as accompanied by the Administrative Agent) to visit and inspect any of the properties or assets of the Borrower and any or such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, upon reasonable advance notice to the Borrower, all at such reasonable times and intervals during normal business hours and to such reasonable extent as the Administrative Agent or the Required Majority Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (ai) only the Administrative Agent on behalf of the Required Majority Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.210.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (cii) only one such visit shall be at the Borrower’s expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Majority Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Majority Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in Section 10.1(f)(iii) or this Section 10.2, neither the Borrower nor any 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 (i) 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 or contractors) is prohibited by any Requirement of Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product. (b) The Borrower will, and will cause each of the Subsidiaries to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be.

Books, Records and Inspections. The Borrower will, and will cause each of the Restricted Subsidiary Subsidiaries to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or such Restricted Subsidiary, as the case may be. The Borrower will, and will cause each of the Restricted Subsidiaries to, permit officers representatives and designated representatives independent contractors of the Administrative Agent or and the Required Lenders to visit and inspect any of the its properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession (to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such partyPerson’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to examine the books and records of the Borrower and any such Subsidiary and discuss the its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times during normal business hours and intervals and as often as may be reasonably desired, upon reasonable advance notice to such reasonable extent as the Administrative Agent or the Required Lenders may desire Borrower (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) Default, only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Required Lenders under this Section 9.2, (b) and the Administrative Agent shall not exercise such rights more often than two times in once during any calendar year and (c) only one such visit shall be absent the existence of an Event of Default at the Borrower’s expense; provided further and provided, further, that when an Event of Default exists, the Administrative Agent or the Required Lenders (or any of its their respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in Section 9.1 or this Section 9.2, none of Holdings, the Borrower or any Restricted 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 (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to any Agent or any Lender (or their respective representatives or contractors) is prohibited by Applicable Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Books, Records and Inspections. The Borrower Company will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit officers and designated representatives of the Administrative Agent or the Required Lenders Lenders, at their own expense, upon five Business Days’ notice, to visit and inspect (subject to reasonable safety and confidentiality requirements) any of the properties or assets of the Borrower and any Company or such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection)Restricted Subsidiary, and to examine the books and records of account of the Borrower and any Company or such Restricted Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any Company or such Restricted Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times during normal business hours and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures)request; provided that such Lender shall have given the Company’s chief financial officer, treasurer and other appropriate personnel a reasonable opportunity to participate therein in person or through a designated representative; provided, further that, excluding any such visits and inspections during the continuation of an Event of Default (a) Default, only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b5.01(b) and the Administrative Agent shall not exercise such rights more often than two times in once during any calendar year and (c) only one such visit shall be absent the existence of an Event of Default at the Borrower’s expense; provided further and provided, further, that when an Event of Default existshas occurred and is continuing, the Administrative Agent or any Lender (or any of its their respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower Company at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower Company reasonable prior notice and the opportunity to participate in any discussions with the BorrowerCompany’s independent public accountants.

Books, Records and Inspections. The Borrower willKeep, and will cause each Restricted Subsidiary toother Loan Party to keep, permit officers its books and designated representatives records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof, after reasonable notice (or at any time without notice if an Event of Default exists), to inspect the Required Lenders properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection its independent auditors (and shall use commercially reasonable efforts the Company hereby authorizes such independent auditors to cause discuss such inspection to be permitted to financial matters with any Lender or the extent that it is not within such party’s control to permit such inspectionAdministrative Agent or any representative thereof), and to examine (and, at the books and records expense of the Borrower Loan Parties, photocopy extracts from) any of its books or other records; and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary withpermit, and be advised as cause each other Loan Party to the same bypermit, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent and its representatives to inspect, after reasonable notice (or the Required Lenders may desire (and subject, in the case of at any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of time without notice if an Event of Default (aexists) only the Administrative Agent on behalf tangible assets of the Required Lenders may exercise rights Loan Parties, to perform appraisals, and to inspect, audit, check and make copies of and extracts from the Administrative Agent books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the Lenders under this Section 9.2, (b) Loan Parties. All such inspections or audits by the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall be at the BorrowerCompany’s expense; , provided further that when an so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once each Fiscal Year. Notwithstanding anything to the contrary in this Section 10.2, none of the Company or the Loan Parties 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 any of its their respective representatives or independent contractors) is prohibited by law or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity binding agreement or (c) is subject to participate in any discussions with the Borrower’s independent public accountantsattorney-client or similar privilege or constitutes attorney work product.

Books, Records and Inspections. The Borrower will(a) Keep, and will cause each Restricted Subsidiary toto keep, permit officers its books and designated representatives records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; (b) permit, and cause each Significant Subsidiary to permit, the Administrative Agent (which may be accompanied by any Lender other than any Disqualified Lender) or any representative thereof upon reasonable prior notice to inspect the Required Lenders to visit properties and inspect any operations of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower Company and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures)Significant Subsidiary; provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one permit, and cause each Significant Subsidiary to permit, at any reasonable time during normal business hours and with reasonable notice, the Administrative Agent (which may be accompanied by any Lender other than any Disqualified Lender) or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such visit independent auditors to discuss such financial matters with the Administrative Agent (which may be accompanied by any Lender other than any Disqualified Lender) or any representative thereof, provided that the Company shall have the right to be present at the Borrower’s expense; any such discussions), to examine (and photocopy extracts from) any of its books or other financial or operating records, provided further that when that, unless an Event of Default exists, the costs and expenses associated with any visit or inspection made pursuant to clause (b) or (c) shall be for the account of the Administrative Agent (or, if acting upon the request of or accompanied by any Lender, such Lender). Notwithstanding anything to the contrary in this Section 10.2, none of the Company 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 (i) 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 or independent contractors) is prohibited by any applicable legal requirement or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity binding agreement or (iii) is subject to participate in any discussions with the Borrower’s independent public accountantsattorney-client or similar privilege or constitutes attorney work product.

Books, Records and Inspections. (a) The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Majority Lenders (as accompanied by the Administrative Agent) to visit and inspect any of the properties or assets of the Borrower and any or such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, upon reasonable advance notice to the Borrower, all at such reasonable times and intervals during normal business hours and to such reasonable extent as the Administrative Agent or the Required Majority Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (ai) only the Administrative Agent on behalf of the Required Majority Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.210.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (cii) only one such visit shall be at the Borrower’s expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Majority Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Majority Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in Section 10.1(f)(iii) or this Section 10.2, neither the Borrower nor any Restricted 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 (i) 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 or contractors) is prohibited by any Requirement of Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product. (b) The Borrower will, and will cause each of the Restricted Subsidiaries to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Borrower or such Restricted Subsidiary, as the case may be.

Books, Records and Inspections. (a) The Parent Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Parent Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Parent Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Parent Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) Default, only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year 9.2 and (c) only one such visit shall be at the Parent Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of its their respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Parent Borrower the opportunity to participate in any discussions with the Parent Borrower’s independent public accountants. During the course of the above-described visits, inspections, examinations and discussions, representatives of the Agents and the Lenders may encounter individually identifiable healthcare information as defined under the Administrative Simplification (including privacy and security) regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996, as amended (collectively, “HIPAA”), or other confidential information relating to healthcare patients (collectively, the “Confidential Healthcare Information”). The Parent Borrower or the Restricted Subsidiary maintaining such Confidential Healthcare Information shall, consistent with HIPAA’s “minimum necessary” provisions, permit such disclosure for their “healthcare operations” purposes. Unless otherwise required by law, the Agents, the Lenders and their respective representatives shall not require or perform any act that would cause the Parent Borrower or any of its Subsidiaries to violate any laws, regulations or ordinances intended to protect the privacy rights of healthcare patients, including, without limitation, HIPAA. (b) Independently of or in connection with the visits and inspections provided for in clause (a) above, but not more than once per year (unless (x) required by applicable law, (y) an Event of Default has occurred and is continuing, or (z) when Global Excess Availability for five consecutive Business Days is less than the greater of (1) 10% of the lesser of the aggregate amount of then outstanding Commitments or the Borrowing Base or (2) $325,000,000, in which case the Administrative Agent may cause appraisals and field examinations to be undertaken twice per year at the expense of the Borrowers) upon the request of the Administrative Agent after reasonable prior notice, the Parent Borrower will, and will cause each Subsidiary Borrower to, permit the Administrative Agent or professionals reasonably acceptable to the Parent Borrower (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Administrative Agent to conduct appraisals, commercial finance examinations and other evaluations, including, without limitation, (i) of the Parent Borrower’s practices in the computation of the Borrowing Base, and (ii) inspecting, verifying and auditing the Collateral. The Borrowers shall pay the fees and expenses of the Administrative Agent or such professionals with respect to such evaluations and appraisals.

Books, Records and Inspections. The Borrower will(i) Maintain complete and accurate books and records with respect to Group IV Vehicles leased under this Lease and the other Master Collateral; (ii) at any time and from time to time during regular business hours, and will cause each Restricted Subsidiary toupon not less than reasonable prior notice from the Group IV Lessor, permit officers and designated representatives of the Administrative Master Collateral Agent or the Required Lenders Trustee, permit the Group IV Lessor, the Master Collateral Agent or the Trustee (or such other person who may be designated from time to time by the Group IV Lessor, the Master Collateral Agent or the Trustee), or its agents or representatives, to examine and make copies of such books, records and documents in the possession or under the control of such Group IV Lessee relating to the Group IV Vehicles leased under this Lease and the other Master Collateral as the Group IV Lessor, the Master Collateral Agent, the Trustee, or such person may reasonably request (including in connection with the Group IV Lessor's, the Trustee's or the Master Collateral Agent's satisfaction of any requests of a Manufacturer performing an audit under its Manufacturer Program); (iii) permit the Group IV Lessor, the Master Collateral Agent or the Trustee (or such other person who may be designated from time to time by the Group IV Lessor, the Master Collateral Agent or the Trustee), or its agents or representatives, to visit the office (which office shall be in the continental United States and, if it is not the office where such materials normally are kept, shall be accessible without unreasonable effort or expense) and inspect properties of such Group IV Lessee or the Servicer for the purpose of examining such materials, and to discuss matters relating to the Group IV Vehicles leased under this Lease and the other Master Collateral or such Group IV Lessee's (or the Servicer's) performance under this Lease with such Group IV Lessee's or Servicer's independent public accountants or with any of the properties officers or assets employees of such Group IV Lessee or the Servicer having knowledge of such matters; (iv) permit the Group IV Lessor, the Master Collateral Agent or the Trustee or any authorized representative of the Borrower Group IV Lessor, the Master Collateral Agent or the Trustee, during reasonable business hours from time to time, upon reasonable prior notice, without disruption of such Group IV Lessees' or the Fleet Sharing Parties' business and any such Subsidiary in whomsoever’s possession subject to applicable law, to inspect Group IV Vehicles and registration certificates, Certificates of Title and related documents covering Group IV Vehicles wherever the extent that it is within such party’s control to permit such inspection same may be located; and (and shall use commercially v) make reasonable efforts to cause confirm to the Group IV Lessor, the Master Collateral Agent and the Trustee the location, mileage and condition of each Group IV Vehicle and to make available for the Group IV Lessor's, the Master Collateral Agent's or the Trustee's inspection (such inspection to be permitted conducted without disturbing the ordinary conduct of such Group IV Lessee's business) within a reasonable time period, not to exceed forty-five (45) days, the extent Group IV Vehicles at the location where the Group IV Vehicles are normally domiciled; PROVIDED, HOWEVER, that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of CLAUSES (II), (III) and (IV) above, any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Master Collateral Agent and the Lenders under this Section 9.2Trustee and/or their agents or representatives, (b) the Administrative Agent as applicable, examining any such material on any date shall not exercise perform such rights more than two times in any calendar year and (c) only one such visit shall be examination at the Borrower’s expense; provided further that when an Event same time as the other such parties performing such examination of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountantssuch material on such date.

Books, Records and Inspections. (a) The Borrower willwill keep proper books of record and accounts in which full, true and correct entries in conformity with U.S. GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities. The Borrower will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders any Lender to visit and inspect inspect, under guidance of officers of the Borrower, any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of account of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers 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 Required Lenders may desire (and subject, Administrative Agent shall give the Borrower an opportunity to participate in any discussions with its accountants; provided further that in the case absence of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation existence of an Event of Default Default, (ai) only the Administrative Agent on behalf of the Required Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 9.2, 9.02 and (bii) the Administrative Agent shall not exercise such its inspection rights under this Section 9.02 more often than two times in during any calendar fiscal year and (c) only one such visit time shall be at the Borrower’s expense; provided further provided, further, however, that when an Event of Default exists, the Administrative Agent (or any of its Lender and their respective representatives or independent contractors) or any representative of the Required Lenders designees may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.

Books, Records and Inspections. The Each Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, permit (a) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of such Borrower or such Subsidiaries, as the case may be, in accordance with GAAP; (b) permit, upon at least two Business Days’ notice to the Chief Financial Officer of any Borrower, officers and designated representatives of the Administrative Agent or any of the Required Lenders (i) to visit and inspect any of the properties or assets of the such Borrower and any such Subsidiary of its Subsidiaries in whomsoever’s possession (but only to the extent that it is within such party’s control Borrower or such Subsidiary has the right to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted do so to the extent that it is not within such party’s control to permit such inspectionin the possession of another Person), and (ii) to examine the books and records of the account of such Borrower and any of its Subsidiaries, and make copies thereof and take extracts therefrom, (A) if no Default or Event of Default has occurred and is continuing, twice per calendar year and to such Subsidiary reasonable extent as the Administrative Agent or any of the Lenders may request, or (B) if a Default or Event of Default has occurred and is continuing, at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any of the Lenders may request; and (c) permit, upon at least two Business Days’ notice to the Chief Financial Officer of any Borrower, officers and designated representatives of the Administrative Agent or any of the Lenders to discuss the affairs, finances and accounts of the such Borrower and of any such Subsidiary of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountantsaccountants and independent actuaries, all if any, at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountantsmay request.

Books, Records and Inspections. The Borrower willKeep, and will cause each Restricted Subsidiary toof its Subsidiaries to keep, permit officers its books and designated representatives records in accordance with sound business practices sufficient to allow the preparation of interim financial statements in accordance with GAAP, and the preparation of annual audited financial statements in accordance with GAAP; permit, and cause each of its Subsidiaries to permit, the Administrative Agent or any representative thereof to inspect its properties and operations; and permit, and cause each of its Subsidiaries to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Required Lenders Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection its independent auditors (and shall use commercially reasonable efforts the Company hereby authorizes such independent auditors to cause discuss such inspection to be permitted to financial matters with any Lender or the extent that it is not within such party’s control to permit such inspectionAdministrative Agent or any representative thereof), and to examine the (and, at its expense, photocopy extracts from) any of its books or other records; and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary withpermit, and be advised as cause each of its Subsidiaries to the same bypermit, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any representative thereof to inspect the Required Lenders Collateral and other tangible assets of the Company and its Subsidiaries, and to inspect, examine, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the Collateral and their other assets. Such inspections or examinations by the Administrative Agent shall be at the Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default exists and is continuing, the Company shall not be required to pay and/or reimburse the Administrative Agent for inspections or examinations more frequently than two times each Fiscal Year after the Closing Date. Any Lender may desire (and subject, accompany the Administrative Agent in connection with any inspection or examination at such Lender’s expense. In the case event the Administrative Agent determines that obtaining appraisals and/or valuations of any such meetings of the Collateral or advice from such independent accountantsother assets of the Loan Parties is necessary in order for the Administrative Agent or any Lender to comply with applicable laws or regulations or its own internal guidelines, to such accountants’ customary policies and procedures); provided that, excluding or at any such visits and inspections during the continuation of time if an Event of Default (a) only or Unmatured Event of Default has occurred and is continuing, the Company shall permit, and shall cause each of its Subsidiaries to permit, the Administrative Agent on behalf or any representative thereof, to perform appraisals and/or valuations of the Required Lenders may exercise rights of the Administrative Agent Collateral and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit its other assets. Such appraisals and/or valuations shall be at the BorrowerCompany’s expense; , provided further that when an so long as no Event of Default existsor Unmatured Event of Default exists and is continuing, the Company shall not be required to pay and/or reimburse the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of for more than one such appraisal and/or valuation every twelve months after the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountantsClosing Date.

Books, Records and Inspections. The Borrower willKeep, and will cause each Restricted other Loan Party and Subsidiary toto keep, permit officers its books and designated representatives records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party and Subsidiary to permit, the Administrative Agent, any Lender or any representative thereof to inspect the properties and operations of the Loan Parties and the Subsidiaries during regular business hours and with reasonable prior notice (or any time without notice if an Event of Default exists); provided that any Lender’s inspection must be coordinated with an inspection by the Administrative Agent or one of its representatives; and permit, and cause each other Loan Party and Subsidiary to permit, during regular business hours and with reasonable prior notice (or at any time without notice if an Event of Default exists), the Required Lenders Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection its independent auditors (and shall use commercially reasonable efforts the Loan Parties each hereby authorizes such independent auditors to cause discuss such inspection to be permitted to financial matters with any Lender or the extent that it is not within such party’s control to permit such inspectionAdministrative Agent or any representative thereof), and to examine (and, at the books and records expense of the Borrower Loan Parties) photocopy extracts from any of its books or other records; and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary withpermit, and be advised as cause each other Loan Party to the same bypermit, its during regular business hours and their officers and independent accountants, all with reasonable prior notice (or at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of time without notice if an Event of Default (a) only exists), the Administrative Agent on behalf and its representatives to inspect the Collateral and other tangible assets of the Required Lenders may exercise rights Loan Parties, to perform appraisals of the Collateral and real property of the Loan Parties, and to 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 Inventory, Accounts and any other Collateral. The Loan Parties shall be jointly and severally liable for all reasonable expenses of the Administrative Agent incurred in connection with such inspections or audits, including the reasonable fees and the Lenders under this Section 9.2, expenses of its representatives and/or agents (b) it being agreed that any Lender may accompany the Administrative Agent shall not exercise such rights more at its own expense); provided, however, that other than two times in with respect to audits, inspections and appraisals conducted at any calendar year and (c) only one such visit shall be at the Borrower’s expense; provided further time that when an Event of Default exists, the Loan Parties shall not be required to reimburse the Administrative Agent (or for more than two inspections and/or audits and more than two appraisals in any Fiscal Year; it being acknowledged that a single inspection, audit and/or appraisal may entail visits to the multiple locations of its respective representatives or independent contractors) or any representative books, records and assets of the Required Lenders may do any of Loan Parties; and it being further agreed that the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent costs for each inspection/audit shall not exceed $35,000, in aggregate, and the Required Lenders costs for each appraisal shall give the Borrower the opportunity to participate not exceed $20,000, in any discussions with the Borrower’s independent public accountantsaggregate, in each case, plus reasonable out of pocket expenses and disbursements.

Books, Records and Inspections. The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Restricted Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Restricted Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Restricted Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default Default, (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times one time in any calendar year and (c) only one year, which such visit shall will be at the Borrower’s expense, and (c) notwithstanding anything to the contrary in this Section 9.2, none of the Borrower or any of the Restricted 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 (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any agreement binding on a third-party or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.

Books, Records and Inspections. The Borrower will(i) Maintain complete and accurate books and records with respect to Vehicles leased under this Lease and the other Master Collateral; (ii) at any time and from time to time during regular business hours, and will cause each Restricted Subsidiary toupon not less than reasonable prior notice from the Lessor, permit officers and designated representatives of the Administrative Master Collateral Agent or the Required Lenders Trustee, permit the Lessor, the Master Collateral Agent or the Trustee (or such other person who may be designated from time to time by the Lessor, the Master Collateral Agent or the Trustee), or its agents or representatives, to examine and make copies of such books, records and documents in the possession or under the control of such Lessee relating to the Vehicles leased under this Lease and the other Master Collateral as the Lessor, the Master Collateral Agent, the Trustee, or such person may reasonably request (including in connection with the Lessor’s, the Trustee’s or the Master Collateral Agent’s satisfaction of any requests of a Manufacturer performing an audit under its Manufacturer Program); (iii) permit the Lessor, the Master Collateral Agent or the Trustee (or such other person who may be designated from time to time by the Lessor, the Master Collateral Agent or the Trustee), or its agents or representatives, to visit the office (which office shall be in the continental United States and, if it is not the office where such materials normally are kept, shall be accessible without unreasonable effort or expense) and inspect properties of such Lessee or the Servicer for the purpose of examining such materials, and to discuss matters relating to the Vehicles leased under this Lease and the other Master Collateral or such Lessee’s (or the Servicer’s) performance under this Lease with such Lessee’s or Servicer’s independent public accountants or with any of the properties officers or assets employees of such Lessee or the Servicer having knowledge of such matters; (iv) permit the Lessor, the Master Collateral Agent or the Trustee or any authorized representative of the Borrower Lessor, the Master Collateral Agent or the Trustee, during reasonable business hours from time to time, upon reasonable prior notice, without disruption of such Lessees’ or the Fleet Sharing Parties’ business and any such Subsidiary in whomsoever’s possession subject to applicable law, to inspect Vehicles and registration certificates, Certificates of Title and related documents covering Vehicles wherever the extent that it is within such party’s control to permit such inspection same may be located; and (and shall use commercially v) make reasonable efforts to cause confirm to the Lessor, the Master Collateral Agent and the Trustee the location, mileage and condition of each Vehicle and to make available for the Lessor’s, the Master Collateral Agent’s or the Trustee’s inspection (such inspection to be permitted conducted without disturbing the ordinary conduct of such Lessee’s business) within a reasonable time period, not to exceed forty-five (45) days, the extent Vehicles at the location where the Vehicles are normally domiciled; provided, however, that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of clauses (ii), (iii) and (iv) above, any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Master Collateral Agent and the Lenders under this Section 9.2Trustee and/or their agents or representatives, (b) the Administrative Agent as applicable, examining any such material on any date shall not exercise perform such rights more than two times in any calendar year and (c) only one such visit shall be examination at the Borrower’s expense; provided further that when an Event same time as the other such parties performing such examination of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountantssuch material on such date.

Books, Records and Inspections. (a) The Parent Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders (as accompanied by the Administrative Agent) to visit and inspect any of the properties or assets of the Parent Borrower and any or such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Parent Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Parent Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, and (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall be at the Parent Borrower’s expense; provided further providedfurther that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Parent Borrower the opportunity to participate in any discussions with the Parent Borrower’s independent public accountants. (b) Independently of or in connection with the visits and inspections provided for in clause (a) above, but not more than twice a year at the expense of the Borrowers in respect of appraisals and not more than twice a year at the expense of the Borrowers in respect of field examinations (in each case unless required by applicable law or unless an Event of Default has occurred and is continuing in which case the Administrative Agent may cause additional appraisals and field examinations to be undertaken at the expense of the Borrowers) upon the request of the Administrative Agent after reasonable prior notice, the Parent Borrower will, and will cause each Subsidiary Borrower to, permit the Administrative Agent or professionals reasonably acceptable to the Parent Borrower (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Administrative Agent to conduct appraisals, commercial finance examinations and other evaluations (including updates thereof), including, without limitation, (i) of the Parent Borrower’s practices in the computation of the Applicable Borrowing Base, and (ii) inspecting, verifying and auditing the Collateral. The Borrowers shall pay the fees and expenses of the Administrative Agent or such professionals with respect to such evaluations and appraisals in accordance with the provisions set forth in the immediately preceding sentence.

Books, Records and Inspections. (a) The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or officers and designated representatives of the Required Lenders (as accompanied by the Administrative Agent), to visit and inspect any of the properties or assets of the Borrower and any or such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and financial records of the Borrower and any such Subsidiary and discuss the affairs, finances finances, accounts and accounts condition of the Borrower and of or any such Subsidiary with, and be advised as to the same by, with its and their officers and independent accountantsaccountants therefor, in each case of the foregoing upon reasonable advance notice to the Borrower, all at such reasonable times and intervals during normal business hours and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.22, neither the Borrower nor any 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 (i) 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 or contractors) is prohibited by any Requirement of Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product. (b) The Borrower will, and will cause each of the Subsidiaries to, maintain financial records in accordance with GAAP.

Books, Records and Inspections. The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, permit (i) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower or such Subsidiary, as the case may be, in accordance with GAAP (except as to Foreign Subsidiaries, until they are required to do so); and (ii) permit, upon at least two Business Days’ notice from the Administrative Agent to the Borrower, officers and designated representatives of the Administrative Agent or any of the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary its Subsidiaries in whomsoever’s possession (but only to the extent that it is within the Borrower or such party’s control Subsidiary has the right to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted do so to the extent that it is not within such party’s control to permit such inspectionin the possession of another Person), and to examine the books and records of account of the Borrower and any such Subsidiary of its Subsidiaries, and make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountantsaccountants and independent actuaries, if any, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any of the Required Lenders (through the Administrative Agent) may desire request; provided that (and subject, in the case of i) any such meetings visit or advice from such independent accountantsinspection by any Lender shall be coordinated through the Administrative Agent and shall be subject to the prior approval of the Administrative Agent, to such accountants’ customary policies (ii) unless an Event of Default shall have occurred and procedures); provided thatbe continuing, excluding any such visits and inspections shall be limited to once during each fiscal year and shall be at the continuation of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights sole cost and expense of the Administrative Agent or the applicable Lenders (except that the Administrative Agent may make one such visit during each fiscal year and the Lenders under this Section 9.2reasonable cost and expense thereof shall be borne by the Borrower) and (iii) in respect of any such discussions with any independent accountants, (b) the Borrower or such Subsidiary, as the case may be, shall have received reasonable advance notice thereof and a reasonable opportunity to participate therein and the Administrative Agent shall not exercise have executed any non-reliance letter requested by such rights more than two times in any calendar year and (c) only one such visit shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.

Books, Records and Inspections. The Borrower Each Credit Party will, and will cause each Restricted Subsidiary of its Subsidiaries to, (i) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of such Credit Party or such Subsidiary, as the case may be, in accordance with GAAP; and (ii) permit officers officers, employees and designated representatives of the Administrative Agent or any of the Required Lenders Lenders, at the Borrower’s sole cost and expense, to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary Credit Party and/or its Subsidiaries in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection)possession, and to examine the books of account of such Credit Party or such Subsidiary, as applicable, and records of the Borrower make copies thereof and any such Subsidiary take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary Credit Party and/or such Subsidiary, as applicable, with, and be advised as to the same by, its and their officers and independent accountantsaccountants and independent actuaries, if any, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any of the Required Lenders may desire request. If Borrower now or at any time hereafter maintains any records (including, without limitation, computer generated records and subject, computer software programs for the generation of such records) in the case possession of any such meetings or advice from such independent accountantsa third party, to such accountants’ customary policies and procedures); provided thatBorrower, excluding any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights upon request of the Administrative Agent and or any of the Lenders under this Section 9.2Lenders, (b) shall grant the Administrative Agent or any of the Lenders free access to such records at all reasonable times and shall not exercise such rights more than two times in provide the Administrative Agent or any calendar year and (c) only one such visit shall be of the Lenders with copies of any records it may request, all at the Borrower’s sole cost and expense; . Notwithstanding the foregoing, provided further that when an no default or Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time shall not be obligated to pay for more than two such inspections and/or examinations during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountantseach calendar year.

Books, Records and Inspections. The Borrower Each of Holdings and the Company will, and will cause each Restricted Subsidiary of the Subsidiaries to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower Company and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of Holdings, the Borrower Company and any such Subsidiary and discuss the affairs, finances and accounts of Holdings, the Borrower Company and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures)desire; provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) Default, only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) 9.2 and the Administrative Agent shall not exercise such rights more often than two times in during any calendar year absent the existence of an Event of Default and (c) only one such visit time shall be at the BorrowerCompany’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of its their respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower Company at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower Company the opportunity to participate in any discussions with the BorrowerCompany’s independent public accountants.

Books, Records and Inspections. The Subject to all applicable Requirements of Law, the Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders Lenders, upon reasonable prior notice, to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection)its properties, and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, condition with its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, (i) such representatives shall use commercially reasonable efforts to avoid interruption of the normal business operations of the Borrower and such Subsidiary and (ii) excluding any such visits and inspections during the continuation of an Event of Default (a) Default, only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) 9.2 and the Administrative Agent shall not exercise such rights more often than two times in one time during any calendar year absent the existence of an Event of Default and (c) only one such visit time shall be at the Borrower’s expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. During the course of the above described visits, inspections and examinations and discussions, representatives of the Agents and the Lenders may encounter individually identifiable healthcare information as defined under the Administrative Simplification (including privacy and security) regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996, as amended (collectively “HIPAA”) or other confidential information relating to health care patients (collectively, the “Confidential Healthcare Information”). The Borrower or the Restricted Subsidiary maintaining such Confidential Healthcare Information shall, consistent with HIPAA’s “minimum necessary” provisions, permit such disclosures for their “healthcare operations” purposes. Unless otherwise required by law, the Agents, the Lenders and their respective representatives shall not require or perform any act that would cause the Borrower or any of its Subsidiaries to violate any laws, regulations or ordinances intended to protect the privacy rights of healthcare patients, including HIPAA.

Books, Records and Inspections. The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, permit (a) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower or such Subsidiaries, as the case may be, in accordance with GAAP; and (b) permit, upon at least two Business Days’ notice to the Chief Financial Officer of the Borrower, officers and designated representatives of the Administrative Agent or any of the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary of its Subsidiaries in whomsoever’s possession (but only to the extent that it is within the Borrower or such party’s control Subsidiary has the right to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted do so to the extent that it is not within such party’s control to permit such inspectionin the possession of another Person), and to examine the books and records of account of the Borrower and any such Subsidiary of its Subsidiaries, and make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountantsaccountants and independent actuaries, if any, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any of the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures)request during normal business hours; provided that, excluding any such visits and inspections during the continuation of that unless an Event of Default shall have occurred and be continuing, only one (a1) only visit shall be permitted during any calendar year. All costs and expenses incurred by the Administrative Agent on behalf or any Lender in connection with any of the Required Lenders may exercise rights of foregoing shall be paid by the Administrative Agent and or such Lender, as the Lenders under this Section 9.2case may be, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall be at the Borrower’s expense; provided further that when unless an Event of Default existsshall have occurred and be continuing at the time such costs and/or expenses are incurred, in which case all such costs and expenses shall be paid by the Borrower. In the event any Lender desires to visit and inspect the Borrower or any of its Subsidiaries, such Lender shall make a reasonable effort to conduct such visit and inspection contemporaneously with any visit and inspection to be performed by the Administrative Agent. Notwithstanding anything to the contrary in this Section 7.1.1., none of 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 (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent (or any of its respective representatives or independent contractorsrepresentatives) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity Lender (or its representatives) is prohibited by Law or (iii) is subject to participate in any discussions with the Borrower’s independent public accountantsattorney-client or similar privilege or constitutes attorney work product.

Books, Records and Inspections. (a) The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries (other than any Immaterial Subsidiaries) to, keep proper books of record and account, in which full and correct entries shall be made of all material financial transactions and the assets and business of the Borrower or such Restricted Subsidiary, as the case may be, in accordance with GAAP. (b) The Borrower will, and will cause each of its Restricted Subsidiaries to, permit officers and designated representatives of the Administrative Agent Agents or any of the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary its Restricted Subsidiaries in whomsoeverwhosoever’s possession (but only to the extent that it is within the Borrower or such party’s control Restricted Subsidiary has the right to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted do so to the extent that it is not within such party’s control to permit such inspectionin the possession of another Person), and to examine the books and records of account of the Borrower and any such Subsidiary of its Restricted Subsidiaries, and make copies thereof and take extracts therefrom, and to discuss the affairs, finances financials and accounts of the Borrower and of any such Subsidiary its Restricted Subsidiaries with, and be advised as to the same by, its and their officers and, to the extent a Responsible Officer of the Borrower is given the opportunity to be present, independent accountants and independent accountantsactuaries, if any, all at such reasonable times and intervals and to such reasonable the extent as the reasonably requested in advance by any Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights in any event no more than two times in any calendar one time per year and during normal business hours (c) only one provided that no such visit restrictions shall be at the Borrower’s expense; provided further that apply when an Event of Default existshas occurred and is continuing, the Administrative Agent (except that any such visit or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time inspection must be during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountantshours).

Books, Records and Inspections. The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default Default, (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times one time in any calendar year and (c) only one year, which such visit shall will be at the Borrower’s expense, and (c) notwithstanding anything to the contrary in this Section 9.2, none of the Borrower or any of the Restricted 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 (i) constitutes non‑financial trade secrets or non‑financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any agreement binding on a third‑party or (iii) is subject to attorney‑client or similar privilege or constitutes attorney work product; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.

Books, Records and Inspections. The Borrower (a) Holdings will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower Holdings and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower Holdings and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower Holdings and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default Default, (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times one time in any calendar year year, which such visit will be at Holdings’ expense and (c) only one such visit shall notwithstanding anything to the contrary in this Section 9.2, none of Holdings or any of the Restricted Subsidiaries will be at required to disclose, permit the Borrower’s expenseinspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes trade secrets or 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 agreement or (iii) is subject to attorney- client or similar privilege or constitutes attorney work product; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower Holdings at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.

Books, Records and Inspections. (a) The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an a Specified Event of Default Default, (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times one time in any calendar year year, which visit will be at the Borrower, and (c) only one such visit shall notwithstanding anything to the contrary in this Section 9.2, none of the Borrower or any of the Restricted Subsidiaries will be at required to disclose, permit the Borrower’s expenseinspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any agreement binding on a third-party or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product; provided further provided, further, that when an a Specified Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance noticenotice without limitation on frequency. The Administrative Agent and the Required Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. (b) The Borrower will, and will cause each Subsidiary to maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Borrower and any such Subsidiary, as the case may be.

Books, Records and Inspections. The Borrower shall maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP. The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default Default, (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times one time in any calendar year and (c) only one year, which such visit shall will be at the Borrower’s expense, and (c) notwithstanding anything to the contrary in this Section 9.2, none of the Borrower or any of the Restricted 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 (i) constitutes non‑financial trade secrets or non‑financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any agreement binding on a third‑party or (iii) is subject to attorney‑client or similar privilege or constitutes attorney work product; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the a reasonable opportunity to participate in any discussions with the Borrower’s independent public accountants.

Books, Records and Inspections. The Each Borrower will, and will cause each of its respective Restricted Subsidiary Subsidiaries to, permit officers and designated representatives of the Administrative Agent or (accompanied by any Lender that has coordinated such visit through the Required Lenders Administrative Agent) to visit and inspect any of the properties or assets of the such Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the such Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the such Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent (whether on its own behalf of the Required Lenders or in conjunction with a Lender or Lenders) may exercise rights of the Administrative Agent and the Lenders right to on-site visits under this Section 9.2, (b) the Administrative Agent shall not exercise such rights to on-site visits more than two times in any calendar year and (c) only one such visit shall be at the Borrower’s such Borrowers’ expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required a Lender or Lenders may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower Borrowers the opportunity to participate in any discussions with the Borrower’s Borrowers’ independent public accountants. Each Borrower will, upon the request of Administrative Agent or the Required Lenders, participate in a meeting of Administrative Agent and the Lenders once during each Fiscal Year to be held at the Parent Borrower’s corporate offices (or (i) at such other location as may be agreed to by the Parent Borrower and the Administrative Agent or (ii) by teleconference) at such time as may be agreed to by the Parent Borrower and the Administrative Agent.

Books, Records and Inspections. (a) The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity with U.S. GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent or the Required Lenders any Lender to visit and inspect inspect, under guidance of officers of the Borrower or such Subsidiary, any of the properties or assets of the Borrower and any or such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of account of the Borrower and any or such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any or such Subsidiary with, and be advised as to the same by, its and their officers 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 Required Lenders may desire (and subject, Administrative Agent shall give the Borrower an opportunity to participate in any discussions with its accountants; provided further that in the case absence of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation existence of an Event of Default Default, (ai) only the Administrative Agent on behalf of the Required Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 9.2, 9.02 and (bii) the Administrative Agent shall not exercise such its inspection rights under this Section 9.02 more often than two times in during any calendar fiscal year and (c) only one such visit time shall be at the Borrower’s expense; provided further provided, further, however, that when an Event of Default exists, the Administrative Agent (or any of its Lender and their respective representatives or independent contractors) or any representative of the Required Lenders designees may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.

Books, Records and Inspections. (a) The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Restricted Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Restricted Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Restricted Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals intervals, and reasonable advance notice, and to such reasonable extent as the Administrative Agent or the Required Lenders may desire request (and subject, in the case of any such meetings or advice from such independent accountants, to (I) such accountants’ customary policies and proceduresprocedures and (II) representatives of the Borrower having a reasonable opportunity to attend); provided that, excluding any such visits and inspections during the continuation of an Event of Default Default, (a1) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b2) the Administrative Agent shall not exercise such rights more than two times one time in any calendar year and (c) only one year, which such visit shall will be at the Borrower’s reasonable expense, and (3) notwithstanding anything to the contrary in this Section 9.2, none of the Borrower or any of the Restricted 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 (x) constitutes non-registered Intellectual Property, non-financial trade secrets or non-financial proprietary information, (y) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding agreement (or would otherwise cause a breach or default thereunder) or (z) is subject to attorney-client or similar privilege or constitutes attorney work product; provided further that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower and its advisors the opportunity to participate in any discussions with the Borrower’s independent public accountants. (b) The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity, in all material respects, with GAAP shall be made of all material financial transactions and matters involving the assets of the business of the Borrower or such Restricted Subsidiary, as the case may be (it being understood and agreed that any Restricted Subsidiary may maintain its individual books and records in conformity with local standards or customs and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder).

Books, Records and Inspections. The Borrower will, and will cause each of the Restricted Subsidiary Subsidiaries to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or such Restricted Subsidiary, as the case may be. The Borrower will, and will cause each of the Restricted Subsidiaries to, permit officers representatives and designated representatives independent contractors of the Administrative Agent or and the Required Lenders to visit and inspect any of the its properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession (to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such partyPerson’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to examine the books and records of the Borrower and any such Subsidiary and discuss the its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times during normal business hours and intervals and as often as may be reasonably desired, upon reasonable advance notice to such reasonable extent as the Administrative Agent or the Required Lenders may desire Borrower (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) Default, only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Required Lenders under this Section 9.2, (b) 9.2 and the Administrative Agent shall not exercise such rights more often than two times in once during any calendar year and (c) only one such visit shall be absent the existence of an Event of Default at the Borrower’s expense; provided further and provided, further, that when an Event of Default exists, the Administrative Agent or the Required Lenders (or any of its their respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in Section 9.1 or this Section 9.2, none of Holdings, the Borrower or any Restricted 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 (i) that constitutes non-financial trade secrets or non- financial proprietary information, (ii) in respect of which disclosure to any Agent or any Lender (or their respective representatives or contractors) is prohibited by Applicable Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Books, Records and Inspections. (a) The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Majority Lenders (as accompanied by the Administrative Agent) to visit and inspect any of the properties or assets of the Borrower and any or such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, upon reasonable advance notice to the Borrower, all at such reasonable times and intervals during normal business hours and to such reasonable extent as the Administrative Agent or the Required Majority Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (ai) only the Administrative Agent on behalf of the Required Majority Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (cii) only one such visit shall be at the Borrower’s expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Majority Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Majority Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. (b) The Borrower will, and will cause each of the Restricted Subsidiaries to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Borrower or such Restricted Subsidiary, as the case may be.

Books, Records and Inspections. The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any or such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) without limiting the rights of the Administrative Agent under (and as defined in) the ABL Facility, the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall be at the Borrower’s expense; provided further providedfurther that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.

Books, Records and Inspections. (a) The Parent Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders (as accompanied by the Administrative Agent) to visit and inspect any of the properties or assets of the Parent Borrower and any or such Restricted Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Parent Borrower and any such Restricted Subsidiary and discuss the affairs, finances and accounts of the Parent Borrower and of any such Restricted Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (ai) only the Administrative Agent Agent, whether on behalf of its own or in conjunction with the Required Lenders Lenders, may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (bii) the Administrative Agent shall not exercise such rights more than two times one time in any calendar year and (ciii) only one such visit shall be at the Parent Borrower’s expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Parent Borrower the opportunity to participate in any discussions with the Parent Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 9.2, neither the Parent Borrower nor any Restricted Subsidiary will be required under this Section 9.2 to disclose or permit the inspection or discussion of any document, information or other matter to the extent that such action would violate any attorney-client privilege (as reasonably determined by counsel (internal or external) to the Credit Parties), law, rule or regulation, or any contractual obligation of confidentiality (not created in contemplation thereof) binding on the Credit Parties or their respective Affiliates or constituting attorney work product (as reasonably determined by counsel (internal or external) to the Credit Parties). (b) The Parent Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity, in all material respects, with GAAP shall be made of all material financial transactions and matters involving the assets of the business of the Parent Borrower or such Restricted Subsidiary, as the case may be (it being understood and agreed that any Restricted Subsidiary may maintain its individual books and records in conformity with local standards or customs and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder).

Books, Records and Inspections. The Borrower willKeep, and will cause each Restricted Subsidiary toto keep, permit officers its books and designated representatives records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each Subsidiary to permit, any Lender or the Administrative Agent or any representative thereof, after reasonable notice and at reasonable times during normal business hours, to inspect the Required Lenders properties and operations of the Company and its Subsidiaries; and permit, and cause each Subsidiary to permit, at any reasonable times during normal business hours and with reasonable notice, the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and inspect its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof) (provided that the Company (or any of the properties its subsidiaries) may, if it so chooses, be present at or assets of the Borrower and participate in any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspectiondiscussion), and to examine (and, at the books and records expense of the Borrower Company and its Subsidiaries, photocopy extracts from) any such Subsidiary of its books or other records; and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary withpermit, and be advised as cause each Subsidiary to the same bypermit, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or and its representatives to inspect, at any reasonable times during normal business hours and with reasonable notice the Required Lenders may desire (tangible assets of the Company and subject, in the case of any such meetings or advice from such independent accountantsits Subsidiaries, to such accountants’ customary policies perform appraisals, and procedures)to 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 the Company and its Subsidiaries; provided that, excluding any such visits and inspections that (x) except during the continuation continuance of an Event of Default Default, the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ay) only the Administrative Agent on behalf of the Required Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 9.2, (b) 10.2. All such inspections or audits by the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall be at the BorrowerCompany’s expense; provided further that when an so long as no Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once each Fiscal Year. Notwithstanding anything to the contrary in this Section 10.2, none of the Company or 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 any of its their respective representatives or independent contractors) is prohibited by law or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity binding agreement or (c) is subject to participate in any discussions with the Borrower’s independent public accountantsattorney-client or similar privilege or constitutes attorney work product.

Books, Records and Inspections. The Borrower Each Credit Party will, and will cause each Restricted Subsidiary to, (i) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of such Credit Party or such Restricted Subsidiary, as the case may be, in accordance with GAAP; and (ii) permit officers and designated representatives of the Administrative Agent or any of the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Credit Party and/or such Restricted Subsidiary in whomsoever’s possession (but only to the extent that it is within such party’s control Credit Party or such Restricted Subsidiary, as applicable, has the right to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted do so to the extent that it is not within such party’s control to permit such inspectionin the possession of another Person), and to examine the books of account of such Credit Party or such Restricted Subsidiary, as applicable, and records of the Borrower make copies thereof and any such Subsidiary take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary Credit Party and/or such Restricted Subsidiary, as applicable, with, and be advised as to the same by, its and their officers and independent accountantsaccountants and independent actuaries, if any, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any of the Required Lenders (through the Administrative Agent) may desire (and subjectrequest; provided, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any that such visits and inspections during shall be limited to one (1) visit and inspection coordinated by the continuation of an Administrative Agent per fiscal year so long as no Event of Default (a) only the Administrative Agent on behalf has occurred and is continuing; provided, further, that a Responsible Officer of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit Borrower shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon afforded a reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any be present during all such meetings, inspections and discussions and such discussions with any accountants shall be subject to the Borrower’s independent public execution of any customary indemnity, non-reliance letter or similar letter requested by such accountants.

Books, Records and Inspections. The Parent Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Parent Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Parent Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Parent Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) Default, only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year 9.2 and (c) only one such visit shall be at the Parent Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of its their respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Parent Borrower the opportunity to participate in any discussions with the Parent Borrower’s independent public accountants. During the course of the above described visits, inspections and examinations and discussions, representatives of the Agents and the Lenders may encounter individually identifiable healthcare information as defined under the Administrative Simplification (including privacy and security) regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996, as amended (collectively “HIPAA”) or other confidential information relating to health care patients (collectively, the “Confidential Healthcare Information”). The Parent Borrower or the Restricted Subsidiary maintaining such Confidential Healthcare Information shall, consistent with HIPAA’s “minimum necessary” provisions, permit such disclosures for their “healthcare operations” purposes. Unless otherwise required by law, the Agents, the Lenders and their respective representatives shall not require or perform any act that would cause the Parent Borrower or any of its Subsidiaries to violate any laws, regulations or ordinances intended to protect the privacy rights of healthcare patients, including, without limitation, HIPAA.

Books, Records and Inspections. (a) The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or officers and designated representatives of the Required Majority Lenders (as accompanied by the Administrative Agent), to visit and inspect any of the its properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and financial or operating records of the Borrower and any such Restricted Subsidiary and discuss the affairs, finances finances, accounts and accounts condition of the Borrower and of or any such Restricted Subsidiary with, and be advised as to the same by, with its and their officers and independent accountantsaccountants therefor, in each case of the foregoing upon reasonable advance notice to the Borrower, all at such reasonable times and intervals during normal business hours and to such reasonable extent as the Administrative Agent or the Required Majority Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (ai) only the Administrative Agent on behalf of the Required Majority Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (cii) only one such visit per fiscal year shall be at the Borrower’s expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Majority Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Majority Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in Section 9.1(f)(iii) or this Section 9.2, neither the Borrower nor any Restricted 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 (i) 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 or contractors) is prohibited by any Requirement of Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product. (b) The Borrower will, and will cause each of the Restricted Subsidiaries to, maintain financial records in accordance with GAAP.

Books, Records and Inspections. The Borrower will, and will cause each Restricted Subsidiary of the Subsidiaries to, permit officers and designated representatives of the Administrative Agent Agents or the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent Agents or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures)desire; provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) Default, only the Administrative Agent (or any of their respective representatives or independent contractors) on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) 9.2 and the Administrative Agent shall not exercise such rights more often than two times in during any calendar year absent the existence of an Event of Default and (c) only one such visit time shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.

Books, Records and Inspections. The Holdings and the Borrower will, and will cause each of the Restricted Subsidiary Subsidiaries to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or such Restricted Subsidiary, as the case may be. Holdings and the Borrower will, and will cause each of the Restricted Subsidiaries to, permit officers representatives and designated representatives independent contractors of the Administrative Agent or the Required Lenders and each Lender to visit and inspect any of the its properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession (to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such partyPerson’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to examine the books and records of the Borrower and any such Subsidiary and discuss the its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times during normal business hours and intervals and as often as may be reasonably desired, upon reasonable advance notice to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures)Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) Default, only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) 8.2 and the Administrative Agent shall not exercise such rights more often than two times in once during any calendar year and (c) only one such visit shall be absent the existence of an Event of Default at the Borrower’s expense; provided further and provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of its their respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.

Books, Records and Inspections. The Borrower willKeep, and will cause each Restricted Subsidiary toother Loan Party and its Subsidiaries to keep, permit officers its books and designated representatives records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party and its Subsidiaries to permit, the Administrative Agent or any Lender (so long as such Lender’s visit or inspection is made concurrently with Administrative Agent) or any representative thereof to inspect the Required Lenders properties and operations of the Loan Parties and their Subsidiaries; and permit, and cause each other Loan Party and its Subsidiaries to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), the Administrative Agent or any Lender (so long as such Lender’s visit or inspection is made concurrently with Administrative Agent) or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and inspect any of the properties or assets of its independent auditors (and the Borrower and hereby authorizes such independent auditors to discuss such financial matters with any such Subsidiary in whomsoever’s possession to Lender or the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspectionAdministrative Agent or any representative thereof), and to examine (and, at the books and records expense of the Borrower Loan Parties, photocopy extracts from) any of its books or other records; and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary withpermit, and be advised as cause each other Loan Party and its Subsidiaries to the same bypermit, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and its representatives to inspect the Lenders under this Section 9.2Inventory and other tangible assets of the Loan Parties and their Subsidiaries, (b) to perform appraisals of the equipment of the Loan Parties and their Subsidiaries, and to 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 Inventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall be at the Borrower’s expense; provided further that when an following the Closing Date and so long as no Event of Default existshas occurred and is continuing, the Borrower shall only be required to reimburse the Administrative Agent for the cost of (or any of its respective representatives or independent contractors1) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate two inspections in any discussions with the Borrower’s independent public accountantsFiscal Year and (ii) one appraisal in any Fiscal Year.

Books, Records and Inspections. The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default Default, (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such its rights more than two times one time in any calendar year and (c) only one year, which such visit shall will be at the Borrower’s expense, and (c) notwithstanding anything to the contrary in this Section 9.2, none of the Borrower or any of the Restricted 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 (i) constitutes trade secrets or 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 on a third-party or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.

Books, Records and Inspections. The Borrower will, and will cause each Restricted Subsidiary to, of the Borrower’s Subsidiaries shall keep books of record and account (including records relating to the Collateral) which accurately reflect all of its business affairs and transactions in relation to its business and activities in all material respects. The Borrower and each of the Borrower’s Subsidiaries shall permit officers and designated representatives of the Administrative Agent or and, if accompanied by the Required Lenders Administrative Agent, each Lender, to visit and inspect any of the properties or assets and operations of the Borrower and any such Subsidiary in whomsoevereach of the Borrower’s possession Subsidiaries and to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection)conduct field examinations, and to examine the books of account and records other documents of the Borrower and any such Subsidiary each of the Borrower’s Subsidiaries and (at the expense of the Loan Parties) make copies thereof and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary the Borrower’s Subsidiaries with, and be advised as to the same by, its and their officers and to interview any of the employees, representatives or agents of the Borrower and the Borrower’s Subsidiaries regarding environmental compliance, hazard or liability, and its independent accountantsauditors, all and each Loan Party hereby authorizes its independent auditors to discuss such financial matters with the Administrative Agent or any representative thereof, in each such case, at such reasonable times and intervals intervals, so long as no Event of Default is continuing upon reasonable prior written notice, during regular business hours, and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subjectbut, so long as no Event of Default is continuing, with the Borrower in the case of any attendance for such meetings or advice from such independent accountants, to such accountants’ customary policies and proceduresdiscussions); provided provided, however, that, excluding any such visits following the occurrence and inspections during the continuation of an Event of Default (a) only Default, the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2may be exercised at any time, (b) the Administrative Agent shall not exercise such rights more than two times in with any calendar year and (c) only one such visit shall be at the Borrower’s expense; provided further that when frequency upon reasonable notice. Unless an Event of Default existsshall have occurred and be continuing, the Loan Parties shall only be obligated to pay the fees and expenses of the Administrative Agent and its auditors in respect of one visit and inspection (or any of its respective representatives or independent contractorswhich includes a field examination) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions calendar year, commencing with the Borrower’s independent public accountantscalendar year 2008.

Books, Records and Inspections. The Borrower Holdings will, and will ------------------------------ cause each Restricted Subsidiary its Subsidiaries to, permit permit, upon notice to the chief financial officer, controller or any other Authorized Officer of Holdings, (x) officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower Holdings and any such Subsidiary of its Subsidiaries in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection)'s possession, and to examine the books and records of the Borrower account of Holdings and any such Subsidiary of its Subsidiaries and discuss the affairs, finances and accounts of the Borrower Holdings and of any such Subsidiary of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire desire, including, without limitation, at such time as the Borrower notifies the Agent that it expects to request a Borrowing to fund a Permitted Business Acquisition and (and subjecty) the Agent, in or a third party designated by the case of any such meetings or advice from such independent accountantsAgent, to such accountants’ customary policies and procedures); provided thatconduct, excluding any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall be at the Borrower’s expense; provided further that when an Event of Default exists's expense (including, without limitation, the Administrative Agent fees and expenses associated with services performed by the Collateral Agent's Collateral Monitoring Department (or any of its respective representatives or independent contractors) or any representative equivalent)), an audit and/or collateral examination of the Required Lenders may do any accounts receivable, inventories and Borrowing Base and an independent appraisal of the foregoing property of Holdings and its Subsidiaries at such times as the expense of Agent shall reasonably require, including, without limitation, at such time as the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative notifies the Agent and the Required Lenders shall give the Borrower the opportunity that it expects to participate in any discussions with the Borrower’s independent public accountantsrequest a Borrowing to fund a Permitted Business Acquisition.

Books, Records and Inspections. The US Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, permit keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. The US Borrower will, and will cause each of its Subsidiaries to, permit, upon reasonable notice to the chief financial officer or other Authorized Officer of the US Borrower, officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect under the guidance of officers of the US Borrower any of the properties or assets of the US Borrower and any such Subsidiary of its Subsidiaries in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection)possession, and to examine the books and records of account of the US Borrower and any such Subsidiary of its Subsidiaries and discuss the affairs, finances and accounts of the US Borrower and of any such Subsidiary of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures)desire; provided that, excluding any such visits and inspections during the continuation of a Default or an Event of Default (a) only Default, neither the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and nor the Required Lenders shall give conduct such visits or inspections more often than two times during any calendar year (or such greater number of times as the US Borrower may agree to from time to time); and provided further that, so long as no Default or Event of Default is then in existence, the opportunity US Borrower shall have the right to participate in any discussions of the Administrative Agent or the Lenders with any independent accountants of the US Borrower’s independent public accountants.

Books, Records and Inspections. (a) The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or officers and designated representatives of the Required Majority Lenders (as accompanied by the Administrative Agent), to visit and inspect any of the properties or assets of the Borrower and any or such Restricted Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and financial records of the Borrower and any such Restricted Subsidiary and discuss the affairs, finances finances, accounts and accounts condition of the Borrower and of or any such Restricted Subsidiary with, and be advised as to the same by, with its and their officers and independent accountantsaccountants therefor, in each case of the foregoing upon reasonable advance notice to the Borrower, all at such reasonable times and intervals during normal business hours and to such reasonable extent as the Administrative Agent or the Required Majority Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (ai) only the Administrative Agent on behalf of the Required Majority Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) 9.2 and the Administrative Agent shall not exercise such rights more than two (2) times in during any calendar year absent a continuing Event of Default, and (cii) only one such visit per fiscal year shall be at the Borrower’s expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Majority Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Majority Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in Section 9.1(f) or this Section 9.2, neither the Borrower nor any Restricted 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 (i) 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 or contractors) is prohibited by any Requirement of Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product. (b) The Borrower will, and will cause each of the Restricted Subsidiaries to, maintain financial reports as may be required in accordance with GAAP.

Books, Records and Inspections. (a) The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or officers and designated representatives of the Required Majority Lenders (as accompanied by the Administrative Agent) to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and financial records of the Borrower and any such Subsidiary and discuss the affairs, finances finances, accounts and accounts condition of the Borrower and of any such Subsidiary with, and be advised as to the same by, with its and their officers and independent accountantsaccountants therefor, in each case of the foregoing upon reasonable advance notice to the Borrower, all at such reasonable times and intervals during normal business hours and to such reasonable extent as the Administrative Agent or the Required Majority Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (ai) only the Administrative Agent on behalf of the Required Majority Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (cii) only one such visit per fiscal year shall be at the Borrower’s expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Majority Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Majority Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 9.2, the Borrower will not be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by any Requirement of Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product. (b) The Borrower will maintain financial records in accordance with GAAP in all material respects.

Books, Records and Inspections. The Borrower will, and will cause each of the Restricted Subsidiary Subsidiaries to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Borrower or such Restricted Subsidiary, as the case may be. The Borrower will, and will cause each of the Restricted Subsidiaries to, permit officers representatives and designated representatives independent contractors of the Administrative Agent or and the Required Lenders to visit and inspect any of the its properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession (to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such partyPerson’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to examine the books and records of the Borrower and any such Subsidiary and discuss the its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times during normal business hours and intervals and as often as may be reasonably desired, upon reasonable advance notice to such reasonable extent as the Administrative Agent or the Required Lenders may desire Borrower (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) Default, only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Required Lenders under this Section 9.2, (b) and the Administrative Agent shall not exercise such rights more often than two times in once during any calendar year and (c) only one such visit shall be absent the existence of an Event of Default at the Borrower’s expense; provided further and provided, further, that when an Event of Default exists, the Administrative Agent or the Required Lenders (or any of its their respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in Section 9.1 or this Section 9.2, none of Holdings, the Borrower or any Restricted 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 (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to any Agent or any Lender (or their respective representatives or contractors) is prohibited by Applicable Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product. The visitation and inspection rights of the Administrative Agent, the Lenders and/or their designees shall be subject to at least five Business Days’ prior written notice (or, if an Event of Default has occurred and is continuing, at least one Business Day’s prior written notice).

Books, Records and Inspections. (a) The Borrower willLoan Parties shall, and will shall cause each Restricted Subsidiary of their respective Subsidiaries to, maintain proper books of record and account, in which entries that are complete, true and correct in all material respects shall be made of all material financial transactions and matters involving the assets and business of the Loan Parties or such Subsidiary, in each case, which shall be (i) prior to achieving Reporting Compliance, prepared using an Authorized Officer’s good faith efforts to be in conformity with GAAP, and otherwise in conformity with past practice, in each case consistently applied and (ii) after achieving Reporting Compliance, in conformity with GAAP, consistently applied. The Loan Parties shall, and shall cause each of their respective Subsidiaries to, permit officers and designated representatives of the Administrative Agent or and its representatives and independent contractors, upon reasonable advance notice to the Required Lenders Loan Parties, to visit and inspect any of the properties its properties, to examine its corporate, financial and operating records, and make copies thereof or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection)abstracts therefrom, and to examine the books and records of the Borrower and any such Subsidiary and discuss the its affairs, finances and accounts of the Borrower and of any such Subsidiary withwith its directors, officers, and be advised as to the same by, its and their officers and independent public accountants, all at such reasonable times the expense of the Loan Parties and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of unless an Event of Default then exists) at reasonable times during normal business hours; provided that (a) only unless an Event of Default has occurred and is continuing, the Loan Parties shall not be required to reimburse the Administrative Agent on behalf of the Required Lenders may exercise rights of the for, more than one (1) such inspections in any calendar year and (b) Administrative Agent and the Lenders under this Section 9.2, (b) 8.02. Any information obtained by the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall pursuant to this Section 8.02 may be at shared with the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Collateral Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and Lender upon reasonable advance noticesuch Person’s request. The Administrative Agent and the Required Lenders shall give the Borrower Loan Parties the opportunity to participate in any discussions with the Borrower’s Loan Parties’ independent public accountants. Notwithstanding anything to the contrary in this Section 8.02(a), none of the Loan Parties 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 is subject to attorney-client or similar privilege or constitutes attorney work product. (b) In no way limiting and in addition to any rights under Section 8.02(a), the Agents may, in their sole discretion, exercised in a commercially reasonable manner, at any time after the Closing Date and from time to time, engage the services of an independent firm or firms of reputable standing, satisfactory to the Agents, for the purpose of any appraisal, field examination, collateral analysis or other business analysis. Absent the occurrence and continuance of an Event of Default at such time, (i) the Agents shall consult with Loan Parties as to the identity of any such firm and (ii) the fees, costs and expenses that may be reimbursed pursuant to this Section 8.02(b) shall not exceed $100,000 in any fiscal year.

Books, Records and Inspections. The Borrower willKeep, and will cause each Restricted Subsidiary toother Loan Party to keep, permit officers its books and designated representatives records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to inspect the Required Lenders properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection its independent auditors (and shall use commercially reasonable efforts each Borrower hereby authorizes such independent auditors to cause discuss such inspection to be permitted to financial matters with any Lender or the extent that it is not within such party’s control to permit such inspectionAdministrative Agent or any representative thereof), and to examine (and, at the books and records expense of the Borrower Loan Parties, photocopy extracts from) any of its books or other records; and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary withpermit, and be advised as cause each other Loan Party to the same bypermit, its at any reasonable time and their officers and independent accountants, all with reasonable notice (or at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of time without notice if an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of exists), the Administrative Agent and its representatives to inspect the Lenders under this Section 9.2Inventory and other tangible assets of the Loan Parties, (b) to perform appraisals of the equipment of the Loan Parties, and to 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 inventory, accounts and any other Collateral. All such inspections or audits by the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall be at the Borrower’s Borrowers’ expense; , provided further that when an so long as no Event of Default or Unmatured Event of Default exists, the Borrowers shall not be required to reimburse the Administrative Agent (for inspections or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountantsaudits more frequently than once each Fiscal Year.

Books, Records and Inspections. The Borrower Holdings will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower Holdings and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower Holdings and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower Holdings and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times one time in any calendar year year, which such visit will be at Holdings’ expense and (cd) only one such visit shall notwithstanding anything to the contrary in this Section 9.2, none of Holdings or any of the Restricted Subsidiaries will be at required to disclose, permit the Borrower’s expenseinspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes trade secrets or 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 agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product; provided further that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower Holdings at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower Holdings the opportunity to participate in any discussions with the Borrower’s Holdings’ independent public accountants.

Books, Records and Inspections. The Borrower willMaintain complete and accurate books and records relating to each Borrower, its operations, the Real Estate and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession Facilities (to the extent that it is within such partynot kept by the Lessee) in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP, and, whether prior to or after the occurrence of any Event of Default, permit access to the Parent’s control to permit such inspection principal office (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine any other location where the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as Borrowers are located) by the Administrative Agent or any representative thereof for purposes of inspection, copying and audit (such inspections, copying and auditing to be without cost or expense to the Required Lenders may desire (and subjectBorrowers or its Affiliates, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of unless an Event of Default (a) only the Administrative Agent on behalf has occurred, which upon any Event of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent Default shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall thereafter be at the BorrowerBorrowers’ sole cost and expense). No more than one such inspection to the Parent’s expense; principal office (or, if applicable, any other location where the books and records of the Borrowers are located) shall be made in any Fiscal Year, provided further that when if an Event of Default exists, there shall be no limit on the number of such inspections. Each Borrower shall permit the Administrative Agent to inspect such Borrower’s properties and operations at all reasonable times with reasonable notice (or at any time without notice if an Event of Default exists); provided, however, prior to an Event of Default, no more than one inspection per Borrower per Fiscal Year shall be conducted by the Administrative Agent (but after any such Event of Default, there shall be no such limitation on the number of inspections during any Fiscal Year); provided, further, that during any such inspection, an officer or any representative of its respective representatives Parent or independent contractors) Borrowers will be permitted to accompany the Administrative Agent or any representative of the Required Lenders may do thereof. Permit, at any of the foregoing at the expense of the Borrower reasonable time and with reasonable notice (or at any time during normal business hours without notice if an Event of Default exists), the Administrative Agent or any representative thereof to discuss any Borrower’s financial matters with their officers; and upon reasonable advance notice. The permit the Administrative Agent and its representatives to inspect the Required Lenders shall give tangible assets of the Borrower Borrowers, to perform appraisals of the opportunity equipment and the Real Estate of the Borrowers, and to participate in inspect, audit, check and make copies of and extracts from the computer data, computer programs, journals, orders, receipts, correspondence and other data relating to Accounts and any discussions with the Borrower’s independent public accountantsother Collateral.

Books, Records and Inspections. The Borrower will, and will cause each of the Restricted Subsidiary Subsidiaries to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Borrower or such Restricted Subsidiary, as the case may be. The Borrower will, and will cause each of the Restricted Subsidiaries to, permit officers representatives and designated representatives independent contractors of the Administrative Agent or and the Required Lenders together to visit and inspect any of the its properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession (to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such partyPerson’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to examine the books and records of the Borrower and any such Subsidiary and discuss the its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and during normal business hours upon reasonable advance notice to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures)Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) Default, only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) 9.2 and the Administrative Agent shall not exercise such rights more often than two times in once during any calendar year absent the existence of an Event of Default; and (c) only one such visit shall be at the Borrower’s expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of its their respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 9.2, none of the Borrower or any Restricted 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 (i) 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 or contractors) is prohibited by Applicable Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Books, Records and Inspections. The (a) Holdings and the Borrower will, and will cause each of the Restricted Subsidiary Subsidiaries to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or such Restricted Subsidiary, as the case may be. Holdings and the Borrower will, and will cause each of the Restricted Subsidiaries to, permit officers representatives and designated representatives independent contractors of the Administrative Agent or the Required Lenders and each Lender to visit and inspect any of the its properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession (to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such partyPerson’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to examine the books and records of the Borrower and any such Subsidiary and discuss the its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times during normal business hours and intervals and as often as may be reasonably desired, upon reasonable advance notice to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures)Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) or Cash Dominion Event, only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b9.2(a) and the Administrative Agent shall not exercise such rights more often than two times in once during any calendar year and (c) only one such visit shall be absent the existence of an Event of Default at the Borrower’s expense; provided further and provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of its their respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. (b) Independently, of or in connection with the visits and inspections provided for in Section 9.2(a), but not more than twice a year at the expense of the Borrower in respect of appraisals and not more than twice a year at the expense of the Borrower in respect of field examinations (in each case, unless required by Applicable Law or unless an Event of Default or Cash Dominion Event has occurred and is continuing in which case the Administrative Agent may cause additional appraisals and field examinations to be undertaken at the expense of the Borrower), upon the request of the Administrative Agent after reasonable prior notice, the Borrower will permit the Administrative Agent or professionals reasonably acceptable to the Borrower (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Administrative Agent to conduct appraisals, commercial finance examinations and other evaluations (including updates thereof), including, without limitation, (i) of the Borrower’s practices in the computation of the Borrowing Base, and (ii) inspecting, verifying and auditing the Collateral. The Borrower shall pay the fees and expenses of the Administrative Agent or such professionals with respect to such evaluations and appraisals in accordance with the provisions set forth in the immediately preceding sentence.

Books, Records and Inspections. The Borrower will(a) Keep, and will cause each Restricted Subsidiary toother Loan Party and Guarantor to keep, permit officers its books and designated representatives records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; (b) Permit, and cause each other Loan Party and Guarantor to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to (i) inspect the Required Lenders to visit properties and inspect any operations of the properties Loan Parties and the Guarantors, (ii) visit any or assets all of the Borrower its offices, to discuss its financial matters with its officers and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection)its independent auditors, and to examine (and, at the books and records expense of the Borrower Loan Parties and Guarantors, photocopy extracts from) any of its books or other records and (iii) inspect the Inventory and other tangible assets of the Loan Parties and Guarantors, to perform appraisals of the equipment of the Loan Parties and Guarantors, and to 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 Inventory, Accounts and any such Subsidiary and discuss the affairsother collateral; provided, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided thathowever, excluding any such visits and inspections or audits during the continuation of an Event of Default (a) Default, only the Administrative Agent on behalf of the Required Lenders may exercise rights under this Section 10.2(b) and the Administrative Agent shall not perform more than one such inspection or audit per calendar year absent the existence of an Event of Default. All such inspections or audits by the Administrative Agent shall be at the Administrative Agent’s expense and all such inspections or audits by a Lender shall be at such Lender’s expense, provided, that so long as an Event of Default exists, all such inspections or audits by the Administrative Agent shall be at the Company’s expense, all such inspections or audits by a Lender shall be at such Lender’s expense and the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent (able to perform as many inspections or audits as they desire during any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.such

Books, Records and Inspections. (a) The Borrower willCompany and any Restricted Subsidiary will keep proper books of record and accounts in which full, true and correct entries in conformity with GAAP in all material respects. (b) The Company will permit the Administrative Agent, subject to reasonable advance notice to, and will cause each Restricted reasonable coordination with, the Company and normal business hours, to visit and inspect the properties of any Borrower, at the Borrowers’ expense to the extent provided in clause (c) below, inspect, audit and make extracts from any Borrower’s corporate, financial or operating records, and discuss with its officers, employees, agents, advisors and (in the presence of the Company, any Borrower or a Subsidiary of the Company, unless a Default or Event of Default shall have occurred and be continuing) independent accountants (subject to such accountants’ customary policies and procedures) such Borrower business, financial condition, assets and results of operations. Neither the Administrative Agent nor any Lender shall have any duty to any Borrower to share any results of any field examination with any Borrower. The Company acknowledges that all field examinations are conducted by or for the Administrative Agent and Lenders for their purposes, and the Borrowers shall not be entitled to rely upon them. The Administrative Agent and the Lenders shall, at the request of the Company, share any results of any appraisal with the Credit Parties, subject to any non-reliance or similar undertakings, if any, required by the appraiser or the Lenders. (c) The Company (i) shall obtain an Appraisal Update prior to the fifth and tenth anniversary of the most recent Appraisal; (ii) shall obtain an Appraisal Update not more than six (6) months prior to, permit officers CHAR1\0000000x0 and designated representatives giving pro forma effect to, any event described in clauses (b) or (c) of the definition of “Appraisal Test Date”; (iii) shall obtain an Appraisal Update not more than six (6) months (or such later period as the Administrative Agent may approve in its discretion) following the occurrence of an uninsured Recovery Event or other involuntary sale, transfer or disposition with respect to the Collateral (unless the Borrowers elect to restore or replace the property subject to such Recovery Event or involuntary disposition pursuant to the terms of Section 2.09(b)) having a value as set forth in the immediately preceding Appraisal in excess in excess of 5% of the appraised value of all Collateral pursuant to the most recent Appraisal, calculated on a cumulative basis for all such events since the date of the most recent Appraisal; provided that any Appraisal Update may, at the option of the Company, be limited to the assets subject to such Recovery Event or involuntary disposition; (iv) shall obtain an Appraisal Update upon the request of the Administrative Agent or the Required Lenders to visit following the occurrence and inspect any during the continuance of the properties or assets an Event of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection Default; (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all v) may obtain an Appraisal Update at such reasonable other times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders it may desire (and subjectdetermine; provided, however, that in the case of any such meetings Appraisal Update required pursuant to either clauses (ii) or advice from such independent accountants(iii) above as a result of a Recovery Event with respect to, or a voluntary or involuntary disposition of, Collateral (the “Transferred Collateral”), to the extent such accountants’ customary policies and proceduresTransferred Collateral was separately valued in the most recent Appraisal, the Borrower may elect, by notice to the Administrative Agent, to exclude the value of such Transferred Collateral from the calculations set forth in clause (iii) above or in clause (c) of the definition of “Appraisal Test Date” by deducting the value of the Transferred Collateral from the value of all Collateral for purposes of calculating the Collateral Coverage Ratio. (d) Subject to Section 13.01(a); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) only reimburse the Administrative Agent on behalf of the Required Lenders may exercise rights for all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with one examination per fiscal year of any Borrower’s books and the Lenders under this Section 9.2records, (b) any Appraisal Update or any other financial or Collateral matters as the Administrative Agent shall not exercise deems appropriate in each case subject to the limitations on such rights more than examinations, audits and appraisals permitted under the preceding two times in any calendar year and (c2) only one such visit shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountantsparagraphs.

Books, Records and Inspections. (a) The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or officers and designated representatives of the Required Majority Lenders (as accompanied by the Administrative Agent), to visit and inspect any of the its properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and financial or operating records of the Borrower and any such Restricted Subsidiary and discuss the affairs, finances finances, accounts and accounts condition of the Borrower and of or any such Restricted Subsidiary with, and be advised as to the same by, with its and their officers and independent accountantsaccountants therefor, in each case of the foregoing upon reasonable advance notice to the Borrower, all at such reasonable times and intervals during normal business hours and to such reasonable extent as the Administrative Agent or the Required Majority Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (ai) only the Administrative Agent on behalf of the Required Majority Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (cii) only one such visit per fiscal year shall be at the Borrower’s expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Majority Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Majority Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in Section 9.1(f)(iii) or this Section 9.2, neither the Borrower nor any Restricted 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 (i) 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 or contractors) is prohibited by any Requirement of Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product. (b) The Borrower will, and will cause each of the Restricted Subsidiaries to, maintain financial records in accordance with GAAP.

Books, Records and Inspections. The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity with U.S. GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit officers and designated representatives of the Administrative Agent or the Required Lenders any Lender to visit and inspect inspect, under guidance of officers of the Borrower or such Restricted Subsidiary, any of the properties or assets of the Borrower and any or such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection)Restricted Subsidiary, and to examine the books and records of account of the Borrower and any or such Restricted Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any or such Restricted Subsidiary with, and be advised as to the same by, its and their officers 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 Required Lenders may desire (and subject, Administrative Agent shall give the Borrower an opportunity to participate in any discussions with its accountants; provided further that in the case absence of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation existence of an Event of Default Default, (ai) only the Administrative Agent on behalf of the Required Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 9.2, 9.02 and (bii) the Administrative Agent shall not exercise such its inspection rights under this Section 9.02 more often than two times in during any calendar fiscal year and (c) only one such visit time shall be at the Borrower’s expense; provided further provided, further, however, that when an Event of Default exists, the Administrative Agent (or any of its Lender and their respective representatives or independent contractors) or any representative of the Required Lenders designees may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.

Books, Records and Inspections. The Borrower willKeep, and will cause each Restricted Subsidiary toother Loan Party to keep, permit officers its books and designated representatives records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; subject to the last sentence of this Section 10.2, permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the Required Lenders properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, during normal business hours and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection its independent auditors (and shall use commercially reasonable efforts each Company, on behalf of itself and the other Loan Parties) hereby authorizes such independent auditors to cause discuss such inspection to be permitted to financial matters with any Lender or the extent that it is not within such party’s control to permit such inspectionAdministrative Agent or any representative thereof), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs(and, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower Loan Parties, photocopy extracts from) any of its books or other records; and, subject to the last sentence of this Section 10.2, permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to 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 Inventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent shall be at any time during normal business hours and upon reasonable advance noticethe Companies’ expense. The Administrative Agent shall be entitled to perform one audit and two inspections during each Fiscal Year; provided, that, following the Required Lenders shall give occurrence of and during the Borrower continuance of an Event of Default, additional audits and inspections may be performed at any time at the opportunity to participate in any discussions with election of the Borrower’s independent public accountantsAdministrative Agent.