Common use of Inspection of Property; Books and Records; Discussions Clause in Contracts

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) entries in conformity with GAAP shall be made of all dealings and transactions in relation to its business and activities and (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) visit and inspect any of its properties, (ii) examine and make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries with officers of the Borrower and its Subsidiaries and with its independent certified public accountants; provided that (x) so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrine.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) entries in conformity with GAAP shall be made of all dealings and transactions in relation to its business and activities and (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) visit and inspect any of its properties, (ii) examine and make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries with officers of the Borrower and its Subsidiaries and with its independent certified public accountants; provided that (x) so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time two times during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrine.

Inspection of Property; Books and Records; Discussions. (a) Keep In the case of the Parent Borrower, keep proper books of records and account in which full, true and correct (in all material respects) entries a manner to allow financial statements to be prepared in conformity with GAAP shall be made consistently applied in respect of all dealings material financial transactions and transactions in relation to matters involving the material assets and business of the Parent Borrower and its business Restricted Subsidiaries, taken as a whole; and activities and (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) visit and inspect any of its propertiesproperties and examine and, (ii) examine and to the extent reasonable, make abstracts from any of its books and records (other than (a) all data and information used to calculate any “measurement month average” or (iiib) any “market value average” or any similar amount, however designated, under or in connection with any financing of Vehicles and/or other property or assets) and to discuss the business, operations, properties and financial and other condition of the Parent Borrower and its Restricted Subsidiaries with officers of the Parent Borrower and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired; provided that (x) so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative representatives of the Lenders Parent Borrower may exercise rights be present during any such visits, discussions and inspections. Notwithstanding anything to the contrary in Section 7.2(e) or in this Section 7.6, none of the Administrative Agent and Parent Borrower or any Restricted Subsidiary will be required to disclose or permit the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during inspection or discussion of, any calendar year each document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when an Event of Default has occurred and is continuing, disclosure to the Administrative Agent or any Lender the Lenders (or any of their respective representatives) may do any is prohibited by Requirement 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 Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower Law or any Subsidiary be required to discuss, provide binding agreement or otherwise make available for review, examination or inspection or copying any documentation (iii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product doctrineproduct.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which entries which are full, true and correct (correct, in all material respects) entries , in conformity with GAAP shall be made of all material dealings and transactions in relation to its business and activities and (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, representatives on behalf of the Lenders to (i) visit and inspect any of its properties, (ii) properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours and as often as may reasonably be desired (iii) but, the Administrative Agent on behalf of the Lenders may not have more than one visit per any twelve month period (except during the occurrence and continuance of an Event of Default)), upon reasonable advance notice to the Borrower, and to discuss the business, operations, properties and financial and other condition of Holdings, the Borrower and its Restricted Subsidiaries with officers and employees of Holdings, the Borrower and its Restricted Subsidiaries and with its their independent certified public accountants; provided that accountants (x) so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant Borrower will be given the opportunity to this Section 6.6 and the Administrative Agent shall not exercise participate in any such rights more often than one time during any calendar year each of which discussions with such independent certified accountants). Any such inspection shall be at the Lenders’ sole cost and expense of the Administrative Agent and the Lenders and (y) at any time when unless an Event of Default has occurred and is continuingcontinuing at the time of such inspection, in which event the Borrower shall reimburse the Administrative Agent on behalf of the Lenders for its reasonable, actual out-of-pocket costs and expenses. Notwithstanding anything to the contrary in this Section 5.7, none of Holdings, 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 (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 their respective representativesrepresentatives or contractors) 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 Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower is prohibited by Law or any Subsidiary be required to discuss, provide binding agreement or otherwise make available for review, examination or inspection or copying any documentation (c) is subject to attorney-client or similar privilege or constitutes attorney work product doctrine.product

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in respect of the Borrower and its Subsidiaries in which full, true and correct entries (in all material respectsrespects when taken as a whole) entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its their business and activities and (b) permit representatives for purposes of confirming compliance with the Loan Documents or after the occurrence and during the continuance of an Event of Default, upon reasonable notice from the Administrative Agent or the Required Lenders, the Borrower will permit the Lenders (and such Persons as any LenderLender may designate) during normal business hours to visit and inspect, under the Borrower’s guidance, any of the properties of the Group Members, to examine all of their books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, employees and with their independent public accountants (and by this provision the Borrower authorizes such accountants to discuss with the Lenders (and such Persons as any Lender may designate) the finances and affairs of the Group Members) all at such reasonable times and as often as may be reasonably requested; provided, however, that except upon the occurrence and during its business hours at reasonable intervals and upon reasonable advance noticethe continuation of any Default or Event of Default, to (i) not more than one such visit and inspect inspection may be conducted in any twelve month period. Prior to the occurrence of its propertiesan Event of Default, (ii) examine and make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial and other condition of the Borrower shall only be required to pay the costs and its Subsidiaries expenses of professionals retained by the Administrative Agent in connection with officers of the Borrower and its Subsidiaries and with its independent certified public accountants; provided that (x) so any such visit or inspection. So long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of Borrower shall be obligated to pay all reasonable costs and expenses incurred by the Administrative Agent and the Lenders pursuant to this Section 6.6 in connection with such visitations and the Administrative Agent shall not exercise such rights inspections no more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance noticeonce annually. The Administrative Agent Borrower shall receive advance notice of any proposed discussion with such accountants and shall have the Lenders shall give the Borrower the opportunity right to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrinetherein.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) respects entries in conformity with GAAP and all Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities and (b) subject to the Borrower’s, Holdings’ and each Restricted Subsidiary’s internal policies for the protection and preservation of Intellectual Property or other non‑financial proprietary information, permit representatives of the Administrative Agent or who may be accompanied by any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, Lender to (i) visit and inspect any of its properties, (ii) properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours and (iii) upon reasonable advance notice to the Borrower and to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries Group Members with the officers of the Borrower and its Subsidiaries Group Members and with its their independent certified public accountants (provided that Holdings or its Subsidiaries may, at their option, have one or more employees or representatives present at any discussion with such accountants); provided that (x) so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when unless an Event of Default has occurred and or is continuing, the Administrative Agent or any Lender only one (or any of their respective representatives1) 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 Lenders shall give the Borrower the opportunity to participate such visit in any discussions with calendar year shall be at the Borrower’s independent public accountants. In no event shall expense and provided, further, that if the Borrower or disclosure of any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying requested information would compromise any documentation subject to attorney-client privilege (other than where waiver of such privilege will not be adverse to the Borrower in the good faith opinion of the Borrower’s counsel), that has not been or work product doctrinewill not be waived or waiver thereof will be materially adverse to the Borrower, the Borrower shall make available redacted versions of requested documents or portions of documents that are the subject of such attorney-client privilege or, if unable to do so consistent with the preservation of such attorney-client privilege, shall endeavor in good faith otherwise to disclose information responsive to the Administrative Agent’s requests in a manner that will protect such attorney-client privilege.

Inspection of Property; Books and Records; Discussions. The Borrower shall permit and cause each of the Borrower’s Material Subsidiaries to permit, any authorized representative(s) designated by either the Administrative Agent or any Lender to visit and inspect any of the properties of the Borrower or any of its Material Subsidiaries, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby (aincluding, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to the Administrative Agent any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Borrower and its Material Subsidiaries), all upon reasonable notice and at such reasonable times during normal business hours. Such inspections and audits described in the preceding sentence (i) Keep by or on behalf of any Lender shall, unless occurring at a time when a Default shall be continuing, be at such Lender’s expense and (ii) by or on behalf of the Administrative Agent, other than the first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default be continuing, shall be at the Administrative Agent’s expense; all other such inspections and visitations shall be at the Borrower’s expense. The Borrower shall keep and maintain, and cause each of the Borrower’s Material Subsidiaries to keep and maintain, in all material respects, proper books of records record and account in which full, true and correct (in all material respects) entries in conformity with GAAP Agreement Accounting Principles shall be made of all dealings and transactions in relation to its business their respective businesses and activities and (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) visit and inspect any of its properties, (ii) examine and make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries with officers of the Borrower and its Subsidiaries and with its independent certified public accountants; provided that (x) so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when an Event of activities. If a Default has occurred and is continuing, the Borrower, upon the Administrative Agent’s request, shall provide copies of such records to the Administrative Agent or any Lender (or any of their respective its representatives) 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 Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrine.

Inspection of Property; Books and Records; Discussions. (a) Keep proper Keep, and cause each of its Subsidiaries to keep, books of records record and account in which full, true a manner sufficient to permit the preparation of financial statements in accordance with GAAP and correct (in all material respects) entries in conformity Requirements of Law. The Borrower will, and will cause each Loan Party to, permit any representatives designated by the Administrative Agent (who may be accompanied by a representative of any Lender at such Lender's expense), upon reasonable prior notice and during normal working hours, no more frequently than annually, except if an Event of Default shall have occurred and be continuing, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with GAAP shall be made of all dealings its officers and transactions in relation to its business and activities and independent accountants. (b) permit representatives The Administrative Agent shall be entitled to conduct, on reasonable prior notice and during normal working hours, periodic field examinations of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) visit and inspect any of its properties, (ii) examine and make abstracts from any of its books and records and (iii) relating to discuss the business, operations, properties and financial and other condition Accounts of the Borrower and its Subsidiaries with officers the Inventory of the Borrower Borrower, in each case to ensure the adequacy of the Collateral that constitutes the Borrowing Base and its Subsidiaries the related reporting and with its independent certified public accountantscontrol systems; provided that (x) provided, that, so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise be limited (i) in the first twelve-calendar-month period following the Closing Date, to two such rights more often than field examinations, and (ii) in each twelve-calendar-month period thereafter, to one time during any calendar year each of which shall be (or, at the expense of Administrative Agent's option, two) such field examinations. (c) At any time that the Administrative Agent requests, the Borrower will provide the Administrative Agent with appraisals or updates thereof of its Inventory from an appraiser selected and engaged by the Lenders Administrative Agent, and (y) at any time when an prepared on a basis satisfactory to the Administrative Agent, in each case in its Permitted Discretion, and such appraisals or updates, as the case may be, will include information required by applicable law and regulations; provided, that, so long as no Event of Default has occurred and is continuing, the Administrative Agent or any Lender shall be limited (or any of their respective representativesi) may do any of in the foregoing first twelve-calendar-month period following the Closing Date, to two such appraisals, and (ii) in each twelve-calendar-month period thereafter, to one (or, at the Administrative Agent's option, two) such appraisal. Each such appraisal shall be at the sole cost and expense of the Borrower. (d) Borrower at any time during normal business hours acknowledges that the Administrative Agent, after exercising its rights of inspection, field examination and/or appraisal pursuant to this Section 6.06, may prepare (or have prepared) and upon reasonable advance notice. The distribute to the Lenders reports pertaining to the Borrower's and the other Loan Parties' assets for internal use by the Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrineLenders.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) entries in conformity with GAAP and all Requirements of Law shall be made of all material financial dealings and transactions in relation to its business and activities and activities, (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, Lender to (i) visit and inspect any of its properties, (ii) properties and examine and make abstracts from any of its books and records upon reasonable notice and at such reasonable times during normal business hours (provided that (i) such visits shall be coordinated by the Administrative Agent, (ii) such visits shall be limited to no more than one such visit per calendar year, and (iii) such visits by any Lender shall be at the Lender’s expense, except in the case of clauses (ii) and (iii) during the continuance of an Event of Default), (c) permit representatives of any Lender to discuss have reasonable discussions regarding the business, operations, properties and financial and other condition of the Borrower and its Restricted Subsidiaries with officers and employees of the Borrower and its Restricted Subsidiaries (provided that (i) a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such discussions, (ii) such discussions shall be coordinated by the Administrative Agent, and (iii) such discussions shall be limited to no more than once per calendar quarter except during the continuance of an Event of Default) and (d) permit representatives of the Administrative Agent to have reasonable discussions regarding the business, operations, properties and financial and other condition of the Borrower and its Restricted Subsidiaries with its independent certified public accountants; accountants to the extent permitted by the internal policies of such independent certified public accountants (provided that (xi) so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative a Responsible Officer of the Lenders may exercise rights of Borrower shall be afforded the Administrative Agent opportunity to be present during such discussions and the Lenders pursuant (ii) such discussions shall be limited to this Section 6.6 and the Administrative Agent shall not exercise such rights no more often than one time during any once per calendar year each except during the continuance of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when an Event of Default has occurred and is continuingDefault). Notwithstanding anything to the contrary in this Section 5.6, none of Holdings, 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 any of their respective representativesrepresentatives or contractors) 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 Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower is prohibited by Law or any Subsidiary be required to discussbinding agreement, provide or otherwise make available for review, examination or inspection or copying any documentation (iii) is subject to attorney-client or similar privilege or constitutes attorney work product doctrineor (iv) constitutes classified information.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of Except for information and records and account in which full, true and correct (in all material respects) entries in conformity with GAAP shall be made of all dealings and transactions in relation the Borrower may not under Applicable Law disseminate or disclose to its business and activities and (b) permit representatives of the Administrative Agent or and/or the Lenders, the Borrower, its Restricted Subsidiaries and Affiliates shall permit any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance noticeauthorized representative(s) designated by the Administrative Agent and/or the Lenders to visit, to (i) visit and conduct a field audit or to otherwise inspect any of the Borrower's, its Restricted Subsidiaries' and/or Affiliates' respective properties, (ii) examine including their financial and accounting records, and to make abstracts from any of its books copies and records take extracts therefrom, and (iii) to discuss the businessBorrower's, operationsits Restricted Subsidiaries' and/or Affiliates' respective affairs, properties finances and financial accounts with the Administrative Agent's and other condition of the Borrower and its Subsidiaries with officers of the Borrower and its Subsidiaries and with its Lenders' officers, employees, representatives or independent certified public accountants; provided that (x) so long as no Event of Default has occurred , upon reasonable notice and is continuing, only during normal business hours. All information furnished to the Administrative Agent as representative of and/or the Lenders may exercise rights of shall be received and maintained by the Administrative Agent and the Lenders in strict confidence and in accordance with Applicable Law, and they shall not disseminate said information to any Person for so long as said information has or retains a confidential or proprietary nature, except where required by and in accordance with Applicable Law, or pursuant to this Section 6.6 and subpoena or other legal process or where contemplated by the Administrative Agent shall not exercise such Loan Documents (including, without limitation, in connection with the enforcement of any rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance noticeremedies thereunder). The Administrative Agent and the Lenders agree that it shall give not take any action or omit to take any action which would cause or result in the Borrower the opportunity to participate in violation of Applicable Law (including without limitation, any discussions with export control law) by the Borrower’s independent public accountants, its Restricted Subsidiaries and Affiliates. In no event Each such visitation and inspection by or on behalf of the Administrative Agent and/or the Lenders after the occurrence and during the continuance of an Event of Default shall be at the Borrower's own reasonable cost and expense. The Borrower or any Subsidiary be required shall, and shall cause its Restricted Subsidiaries and Affiliates, to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrinekeep proper books and records and account in accordance with GAAP and Applicable Law.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) entries in conformity with GAAP (it being understood and agreed that any Foreign Subsidiary may maintain additional individual books and records in a manner that permits preparation of its financial statements in accordance with the generally accepted accounting principles that are applicable in its jurisdiction of organization and that such maintenance shall be made not constitute a breach of all dealings and transactions in relation to its business and activities the representations, warranties or covenants hereunder) and (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, Lender to (i) visit and inspect any of its properties, (ii) properties and examine and make abstracts from any of its books and records at any reasonable time and (iii) as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries Group Members with officers and employees of the Borrower and its Subsidiaries Group Members and with its their independent certified public accountants (subject to such accountants’ customary policies and procedures), all 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 (x) so long as no that, absent the existence of an Event of Default has occurred and is continuingDefault, only the Administrative Agent as representative of the Lenders may exercise rights expenses of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than for one time inspection during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time Borrower’s expense; provided, further, that when an Event of Default has occurred and is continuingexists, the Administrative Agent or any Lender (or any of their its respective representativesrepresentatives or independent contractors) and the 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 Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall Notwithstanding anything to the contrary in this Section 6.6, none of Holdings, the Borrower or any Subsidiary of the Subsidiaries will be required to discussdisclose, provide or otherwise make available for reviewpermit the inspection, examination or inspection making copies or copying abstracts of, or discussion of, any documentation document, information or other matter that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) is subject to attorney-client or similar privilege or constitutes attorney work product doctrineproduct; provided that, to the extent legally permissible, the Borrower shall notify the Administrative Agent that any such document, information or other matter is being withheld pursuant to clauses (a), (b) or (c) of this Section 6.6 and shall use commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate such restrictions and to eliminate such restrictions.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account accounts in which full, true and correct (in all material respects) entries in conformity with GAAP (or Canadian GAAP, as applicable) and all Requirements of Law shall be made of all dealings and transactions in relation to its businesses and activities; and permit, during regular business hours and activities and (b) permit representatives of the upon reasonable notice by an Administrative Agent or any LenderLender (such notice not to be required during the occurrence and continuance of an Event of Default), at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, an Administrative Agent or any Lender to (i) visit and inspect any of its properties, (ii) properties and examine and make abstracts from any of its books and records (other than materials protected by the attorney-client privilege and (iiimaterials which the Credit Parties may not disclose without violation of a confidentiality obligation binding upon it) at any reasonable time and as often as may reasonably be desired and all at the expense of the Borrowers, and to discuss the business, operations, properties and financial and other condition of the Borrower Credit Parties and its their Subsidiaries with directors and officers of the Borrower Credit Parties and its their Subsidiaries and with its independent certified public accountants; provided that (x) so long as no provided, however, excluding any such visits and inspections during the continuation of an Event of Default has occurred and is continuingDefault, only the Domestic Administrative Agent as representative on behalf of the Lenders may exercise rights of the Administrative Agent conduct such visits and inspections and the Lenders pursuant to this Section 6.6 and the Domestic Administrative Agent shall not exercise such rights more often than one time two times during any calendar year each absent the existence of which an Event of Default and only one such time shall be at the Borrowers’ expense of the Administrative Agent and the Lenders and (y) at any time provided, further, that, when an Event of Default has occurred and is continuingexists, the any Administrative Agent or any Lender (or any of their respective representativesrepresentatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable without advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrine.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) respects entries in conformity with GAAP and all material applicable Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities and (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance prior notice, to (i) visit and inspect any of its propertiesproperties and examine and, (ii) examine and at the Borrower’s expense, make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired (iiisubject to the immediately succeeding sentence) and to discuss the business, operations, properties and financial and other condition of Parent, the Borrower and its Restricted Subsidiaries with officers and employees of Parent, the Borrower and its Restricted Subsidiaries and with its their respective independent certified public accountants (subject to such accountants; provided that (x) ’ policies and procedures). Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing, such visits, inspections and examinations shall only the Administrative Agent as representative of the Lenders may exercise rights of be conducted by the Administrative Agent and the Lenders pursuant shall be limited to this Section 6.6 two per fiscal year plus any additional visits in connection with Lender meetings (and the Administrative Agent shall not exercise such rights more often than only one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when Borrower’s expense); provided, however, that unless a Default or an Event of Default has occurred exists, such inspections for environmental matters shall be limited to no more than once per fiscal year and is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours all times such inspections for environmental matters shall be limited to non-instrusive and upon reasonable advance noticenon-invasive visual observations. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall Notwithstanding anything to the contrary in this Section 5.6, none of Parent, the Borrower or any Subsidiary of the Restricted Subsidiaries will be required to discussdisclose, provide or otherwise make available for reviewpermit the inspection, examination or inspection making copies or copying abstracts of, or discussion of, any documentation 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 doctrineproduct.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which entries which are full, true and correct (correct, in all material respects) entries , in conformity with GAAP shall be made of all material dealings and transactions in relation to its business and activities activities, (b) upon the request of the Administrative Agent or the Required Consent Parties, participate in a meeting or conference call with the Administrative Agent or the Lenders at such times as may be agreed to by the Borrower and the Administrative Agent or the Required Consent Parties and (bc) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, the Required Consent Parties to (i) visit and inspect any of its properties, (ii) properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours and as often as may reasonably be desired (iii) but, the Administrative Agent or the Required Consent Parties may not have more than one visit per any twelve month period except during an Event of Default), upon reasonable advance notice to the Borrower, and to discuss the business, operations, properties and financial and other condition of Holdings, the Borrower and its their respective Subsidiaries with officers and employees of Holdings, the Borrower and its their respective Subsidiaries and with its their independent certified public accountants; provided that accountants (x) so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant Borrower will be given the opportunity to this Section 6.6 and the Administrative Agent shall not exercise participate in any such rights more often than one time during any calendar year each of which discussions with such independent certified accountants). Any such inspection shall be at the Administrative Agent’s or the Required Consent Parties’, as applicable, sole cost and expense of the Administrative Agent and the Lenders and (y) at any time when unless an Event of Default has occurred and is continuingcontinuing at the time of such inspection, in which event the Borrower shall reimburse the Administrative Agent or any Lender (the Required Consent Parties, as applicable for its or any their reasonable, actual out-of-pocket costs and expenses. Notwithstanding anything to the contrary in this Section 5.6, none of Holdings, the Borrower and their respective representatives) 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 Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary Subsidiaries will be required to discussdisclose, provide or otherwise make available for reviewpermit the inspection, examination or inspection making copies or copying abstracts of, or discussion of, any documentation 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 its representatives) 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 doctrineproduct.

Inspection of Property; Books and Records; Discussions. (ai) Keep In the case of the Parent Borrower, keep proper books of and records and account in which full, true and correct (in all material respects) entries a manner to allow financial statements to be prepared in conformity with GAAP shall be made consistently applied in respect of all dealings material financial transactions and transactions in relation to matters involving the material assets and business of the Parent Borrower and its business and activities Restricted Subsidiaries, taken as a whole; and (bii) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) visit and inspect any of its propertiesproperties and examine and, (ii) examine and to the extent reasonable, make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial and other condition of the Parent Borrower and its Restricted Subsidiaries with officers of the Parent Borrower and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice; provided that (xa) so long as no except during the continuation of an Event of Default has occurred and is continuingDefault, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise one such rights more often than one time during any calendar visit per year each of which shall be at the expense of the Administrative Agent and the Lenders Parent Borrower’s expense, and (yb) at any time when during the continuation of an Event of Default has occurred and is continuingDefault, the Administrative Agent or any Lender (or any of their respective representatives) its representatives may do any of the foregoing at the expense Parent Borrower’s expense; and provided, further, that representatives of the Borrower Representative may be present during any such visits, discussions and inspections. Each Borrower shall keep records of its Inventory in a manner to allow the Borrowing Base Certificate to be prepared in accordance with this Agreement. Upon the Administrative Agent’s reasonable request, the Parent Borrower will provide a summary inventory report (based on its customary methodology and, in form and substance, as prepared for its internal purposes) no more than once per year and at a time prepared by the Parent Borrower for its internal purposes in its ordinary course of business. Notwithstanding anything to the contrary in Subsection 7.2(g) or in this Subsection 7.6 or in any time other provision of any Loan Document, none of the Parent Borrower or any Restricted Subsidiary will be required to disclose, or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives) 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) At reasonable times during normal business hours and upon reasonable advance noticeprior notice that the Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Restricted Subsidiaries will grant access to the Administrative Agent (including employees of the Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to such Person’s premises, books, records, accounts and Inventory so that (i) the Administrative Agent or an appraiser retained by the Administrative Agent may conduct an Inventory appraisal and (ii) the Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the Administrative Agent may deem reasonably necessary or appropriate, including evaluation of the Parent Borrower’s practices in the computation of the Borrowing Base. Unless an Event of Default exists, or if previously approved by the Borrower Representative, no environmental assessment by the Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. The Administrative Agent may conduct one field examination and one Inventory appraisal in any calendar year that Excess Availability has not been less than 12.5% of Availability for a period of 10 consecutive Business Days during such calendar year, and the Lenders Administrative Agent may conduct in any calendar year, at the Loan Parties’ expense, up to two field examinations and two Inventory appraisals if Excess Availability falls below 12.5% of Availability for 10 consecutive Business Days at any time in such calendar year. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuance of any Event of Default the Administrative Agent may cause such additional field examinations and Inventory appraisals to be taken for each of the Loan Parties as the Administrative Agent in its reasonable discretion determines are necessary or appropriate (each, at the expense of the Loan Parties). All amounts chargeable to the applicable Borrowers under this Subsection 7.6(b) shall give constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder. Notwithstanding the foregoing, the Borrower Representative may at any time, in its sole discretion, instruct the opportunity Administrative Agent in writing to participate suspend the inclusion of any Eligible Inventory in the Borrowing Base and from and after any discussions with such suspension the Borrower’s independent public accountantsAdministrative Agent may not conduct any Inventory appraisals. In no event shall Following any such suspension, at any time the Borrower or Representative may instruct the Administrative Agent in writing to terminate such suspension period and include Eligible Inventory in the Borrowing Base on the conditions and terms set forth herein, provided that the Administrative Agent has the right to conduct an Inventory appraisal prior to including any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrineEligible Inventory in the Borrowing Base.

Inspection of Property; Books and Records; Discussions. Permit Agent and each Lender (if accompanied by Agent), through their authorized attorneys, accountants and representatives (a) Keep proper books to examine Borrower’s and each Subsidiary’s books, accounts, records, ledgers and assets and properties of records every kind and account in which fulldescription wherever located at all reasonable times during normal business hours, true and correct (in all material respects) entries in conformity with GAAP shall be made upon oral or written request of all dealings and transactions in relation to its business and activities and Agent or such Lender; (b) permit representatives at any time and from time to time, at the request of the Administrative Majority Lenders, to conduct full or partial collateral audits of Borrower and the other US/Canadian Companies to be completed by an appraiser as may be selected by Agent and the Majority Lenders, with all reasonable costs and expenses of such audits to be reimbursed by Borrower, provided however that prior to the occurrence and continuance of any Default or Event of Default, the Borrower shall only be required to reimburse the Agent for the reasonable costs and expenses of no more than two (2) such audits conducted in any Lenderyear and provided further however that Borrower shall be required to reimburse the Agent for all reasonable costs and expenses of all audits conducted after the occurrence and during the continuance of a Default or Event of Default; and (c) permit Agent and each Lender (if accompanied by Agent) or their authorized representatives, at reasonable times during its business hours at reasonable intervals and upon reasonable advance noticeintervals, to (i) visit all of their respective offices, discuss their respective financial matters with their respective officers and inspect any of its propertiesindependent certified or chartered public accountants, (ii) examine and make abstracts from any of its books and records and (iii) as applicable, and, by this provision, Borrower authorizes such accountants to discuss the business, operations, properties finances and financial and other condition affairs of the Borrower and its Subsidiaries with officers of the Borrower and its Subsidiaries and with its independent certified public accountants; (provided that (x) so long as no Event of Default has occurred and Borrower is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when given an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in such discussions) and examine any discussions with of its or their books and other corporate records. Notwithstanding the Borrower’s independent public accountants. In no event foregoing, all information furnished to the Agent or the Lenders hereunder shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrinethe undertaking of the Lenders set forth in Section 13.12 hereof.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) entries in conformity with GAAP in all material respected shall be made of all dealings and transactions in relation to its business and activities and (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) visit and inspect any of its properties, (ii) properties at which the principal financial records and executive officers are located and examine and make abstracts from any of its books and records at any reasonable time and (iii) as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrower and its Restricted Subsidiaries with officers and employees of the Borrower and its Restricted Subsidiaries and with its independent certified public accountantsaccountants (provided that the Borrower (or any of its Subsidiaries or their respective representatives) may, if it so chooses, be present at or participate in any such discussion); provided that (xi) so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative Agent, on behalf of the Lenders may exercise Lenders, shall have rights of the Administrative Agent and the Lenders pursuant to under this Section 6.6 and 6.6, (ii) the Administrative Agent shall not exercise such rights more often than one time during any calendar year each absent an Event of which Default, and (z) only one such time per calendar year shall be at the expense of the Administrative Agent and Borrower; provided, however, that neither the Lenders and Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (yi) at that constitutes nonfinancial trade secrets or non-financial proprietary information of the Borrower or any time when an Event of Default has occurred and is continuingits Subsidiaries or any of their respective customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) may do is prohibited by any applicable Requirement 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 Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary be required to discussLaw, provide or otherwise make available for review, examination or inspection or copying any documentation (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product doctrineor (iv) in respect of which he Borrower or any Subsidiary owes confidentiality obligations to any third party (such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 6.6).

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) 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 and activities. (b) permit representatives of Permit Agent and the Administrative Agent Lenders, or any Lenderagents or representatives thereof, at reasonable times one time per fiscal year during its Borrower’s normal business hours at reasonable intervals hours, and upon reasonable advance noticetwo Business Days’ notice (except that, during the continuance of an Event of Default, no such notice shall be required and such right shall not be limited in frequency) to (i) visit go upon, examine and inspect the Properties of any of its propertiesLoan Party, (ii) examine during any such visit, inspect and make abstracts from verify the amount, character and condition of any of its books and records and the Property of any Loan Party, (iii) to during any such visit, examine and, at Borrower’s cost and expense, make copies of and abstracts from the records and books of account of any Loan Party, and (iv) discuss the businessaffairs, operationsfinances and accounts of any Loan Party with any of their respective officers, properties directors, employees, Independent Accountants or Petroleum Engineers, it being understood that, except as otherwise stated in clause (iii) above, Agent and financial each Lender will pay the costs and other condition of the Borrower and expenses incurred by it in exercising its Subsidiaries with officers of the Borrower and its Subsidiaries and with its independent certified public accountantsrights under this Section 5.8(b); provided that (x) so long as no Event after the occurrence and during the continuation of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when an Event of Default has occurred Default, Borrower shall reimburse Agent and is continuing, each Lender promptly after a request therefor for the Administrative reasonable costs and expenses incurred by it in connection with the exercise of its rights under this Section 5.8(b). (c) Authorize the Independent Accountants of Borrower to disclose to Agent or any Lender (any and all financial statements and other information of any kind, as Agent or any Lender reasonably requests, from Borrower and which the Independent Accountants may have with respect to the business, financial condition, results of their respective representatives) may do operations or other affairs of 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 Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrineLoan Party.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true complete and correct (in all material respects) entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities activities; and (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, the Co-Collateral Agent to (i) visit and inspect any of its propertiesproperties and examine and, (ii) examine and to the extent reasonable, make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial and other condition of the Parent Borrower and its Restricted Subsidiaries with officers and employees of the Parent Borrower and its Restricted Subsidiaries and with its independent certified public accountants; provided , in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired. Each Borrower shall keep records of its Inventory that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Inventory in form and detail reasonably satisfactory to the Agents at such times as the Agents may reasonably request. Each Borrower shall, at Borrowers’ expense, conduct a physical inventory of its Inventory no less frequently than annually or shall have in place a cycle counting (xor perpetual verification) so long program designed to verify the physical existence of Inventory in a manner that results in the verification of substantially the entire amount of the Inventory over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as no Event of Default has occurred and is continuingapplicable, only together with such supporting information as the Administrative Agent as representative of or the Lenders may exercise rights of the Co-Collateral Agent shall reasonably request. The Administrative Agent may participate in and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise observe any such rights more often than one time during any calendar year each of physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of the Administrative Agent and the Lenders and (y) at any time when whether an Event of Default has occurred and is continuing, the Administrative Agent or any Lender then exists. (or any of their respective representativesb) may do any of the foregoing at the expense of the Borrower at any time At reasonable times during normal business hours and upon reasonable advance noticeprior notice that the Administrative Agent or the Co-Collateral Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Restricted Subsidiaries will grant access to the Administrative Agent or the Co-Collateral Agent (including employees of the Administrative Agent or the Co-Collateral Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent or the Co-Collateral Agent) to such Person’s premises, books, records, accounts and Inventory so that (i) the Administrative Agent, Co-Collateral Agent or an appraiser retained by the Administrative Agent or the Co-Collateral Agent may conduct an Inventory appraisal and (ii) the Administrative Agent or the Co-Collateral Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the Administrative Agent or the Co-Collateral Agent may deem necessary or appropriate. The Unless an Event of Default exists, or if previously approved by the Parent Borrower, no environmental assessment by the Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) absent the existence and continuation of an Event of Default, the Administrative Agent and the Lenders shall give Co-Collateral Agent may conduct at the Borrower expense of the opportunity to participate Loan Parties no more than twoone (21) such appraisals for the calendar year unless a Dominion Event has occurred and is continuing, in which case or during any period commencing when 30-Day Specified Excess Availability is less than 20% of the lesser of (x) total Commitments as then in effect and (y) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) (the “Increased Monitoring Threshold”) for 90 consecutive days and ending when 30-Day Specified Excess Availability exceeds the Increased Monitoring Threshold for 30 consecutive days, in which cases, the Administrative Agent and the Co-Collateral Agent may conduct an additional appraisal at the expense of the Loan Parties during such calendar year and (ii) absent the existence and continuation of an Event of Default, the Administrative Agent and the Co-Collateral Agent may conduct at the expense of the Loan Parties no more than twoone (21) such field examinations in any discussions with calendar year unless a Dominion Event has occurred and is continuing, in which case or during any period commencing when 30-Day Specified Excess Availability is less than 20% of the Borrower’s independent public accountantslesser of (x) total Commitments as then in effect and (y) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) for 90 consecutive days and ending when 30-Day Specified Excess Availability exceeds the Increased Monitoring Threshold for 30 consecutive days, in which cases the Administrative Agent may conduct an additional field examination at the expense of the Loan Parties during such calendar year. In no event All amounts chargeable to the applicable Borrowers under this Subsection 7.6(b) shall constitute obligations that are secured by all of the Borrower or any Subsidiary applicable Collateral and shall be required payable to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrinethe Agents hereunder.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true complete and correct (in all material respects) entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities activities; and (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, the Co-Collateral Agent to (i) visit and inspect any of its propertiesproperties and examine and, (ii) examine and to the extent reasonable, make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial and other condition of the Parent Borrower and its Restricted Subsidiaries with officers and employees of the Parent Borrower and its Restricted Subsidiaries and with its independent certified public accountants; provided , in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired. Each Borrower shall keep records of its Inventory that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Inventory in form and detail reasonably satisfactory to the Agents at such times as the Agents may reasonably request. Each Borrower shall, at Borrowers’ expense, conduct a physical inventory of its Inventory no less frequently than annually or shall have in place a cycle counting (xor perpetual verification) so long program designed to verify the physical existence of Inventory in a manner that results in the verification of substantially the entire amount of the Inventory over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as no Event of Default has occurred and is continuingapplicable, only together with such supporting information as the Administrative Agent as representative of or the Lenders may exercise rights of the Co-Collateral Agent shall reasonably request. The Administrative Agent may participate in and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise observe any such rights more often than one time during any calendar year each of physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of the Administrative Agent and the Lenders and (y) at any time when whether an Event of Default has occurred and is continuing, the Administrative Agent or any Lender then exists. (or any of their respective representativesb) may do any of the foregoing at the expense of the Borrower at any time At reasonable times during normal business hours and upon reasonable advance noticeprior notice that the Administrative Agent or the Co-Collateral Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Restricted Subsidiaries will grant access to the Administrative Agent or the Co-Collateral Agent (including employees of the Administrative Agent or the Co-Collateral Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent or the Co-Collateral Agent) to such Person’s premises, books, records, accounts and Inventory so that (i) the Administrative Agent, Co-Collateral Agent or an appraiser retained by the Administrative Agent or the Co-Collateral Agent may conduct an Inventory appraisal and (ii) the Administrative Agent or the Co-Collateral Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the Administrative Agent or the Co-Collateral Agent may deem necessary or appropriate. The Unless an Event of Default exists, or if previously approved by the Parent Borrower, no environmental assessment by the Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) absent the existence and continuation of an Event of Default, the Administrative Agent and the Lenders shall give Co-Collateral Agent may conduct at the Borrower expense of the opportunity to participate Loan Parties no more than two (2) such appraisals for the calendar year unless a Dominion Event has occurred and is continuing, in which case, the Administrative Agent and the Co-Collateral Agent may conduct an additional appraisal at the expense of the Loan Parties during such calendar year and (ii) absent the existence and continuation of an Event of Default, the Administrative Agent and the Co-Collateral Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any discussions with calendar year unless a Dominion Event has occurred and is continuing, in which case the Borrower’s independent public accountantsAdministrative Agent may conduct an additional field examination at the expense of the Loan Parties during such calendar year. In no event All amounts chargeable to the applicable Borrowers under this Subsection 7.6(b) shall constitute obligations that are secured by all of the Borrower or any Subsidiary applicable Collateral and shall be required payable to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrinethe Agents hereunder.

Inspection of Property; Books and Records; Discussions. (ai) Keep In the case of the Parent Borrower, keep proper books of and records and account in which full, true and correct (in all material respects) entries a manner to allow financial statements to be prepared in conformity with GAAP shall be made consistently applied in respect of all dealings material financial transactions and transactions in relation to matters involving the material assets and business of the Parent Borrower and its business and activities Restricted Subsidiaries, taken as a whole; and (bii) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) visit and inspect any of its propertiesproperties and examine and, (ii) examine and to the extent reasonable, make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial and other condition of the Parent Borrower and its Restricted Subsidiaries with officers of the Parent Borrower and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice; provided that (xa) so long as no except during the continuation of an Event of Default has occurred and is continuingDefault, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise one such rights more often than one time during any calendar visit per year each of which shall be at the expense of the Administrative Agent and the Lenders Parent Borrower’s expense, and (yb) at any time when during the continuation of an Event of Default has occurred and is continuingDefault, the Administrative Agent or any Lender (or any of their respective representatives) its representatives may do any of the foregoing at the expense Parent Borrower’s expense; and provided, further, that representatives of the Borrower Representative may be present during any such visits, discussions and inspections. Each Borrower shall keep records of its Inventory in a manner to allow the Borrowing Base Certificate to be prepared in accordance with this Agreement. Upon the Administrative Agent’s reasonable request, the Parent Borrower will provide a summary inventory report (based on its customary methodology and, in form and substance, as prepared for its internal purposes) no more than once per year and at a time prepared by the Parent Borrower for its internal purposes in its ordinary course of business. Notwithstanding anything to the contrary in Subsection 7.2(g) or in this Subsection 7.6 or in any time other provision of any Loan Document, none of the Parent Borrower or any Restricted Subsidiary will be required to disclose, or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives) 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) At reasonable times during normal business hours and upon reasonable advance noticeprior notice that the Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Restricted Subsidiaries will grant access to the Administrative Agent (including employees of the Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to such Person’s premises, books, records, accounts and Inventory so that (i) the Administrative Agent or an appraiser retained by the Administrative Agent may conduct an Inventory appraisal and (ii) the Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the Administrative Agent may deem reasonably necessary or appropriate, including evaluation of the Parent Borrower’s practices in the computation of the Borrowing Base. Unless an Event of Default exists, or if previously approved by the Borrower Representative, no environmental assessment by the Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. The Administrative Agent may conduct one field examination and one Inventory appraisal in any calendar year that Excess Availability has not been less than 12.510.0% of Availability for a period of 10 consecutive Business Days during such calendar year, and the Lenders Administrative Agent may conduct in any calendar year, at the Loan Parties’ expense, up to two field examinations and two Inventory appraisals if Excess Availability falls below 12.510.0% of Availability for 10 consecutive Business Days at any time in such calendar year. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuance of any Event of Default the Administrative Agent may cause such additional field examinations and Inventory appraisals to be taken for each of the Loan Parties as the Administrative Agent in its reasonable discretion determines are necessary or appropriate (each, at the expense of the Loan Parties). All amounts chargeable to the applicable Borrowers under this Subsection 7.6(b) shall give constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder. Notwithstanding the foregoing, the Borrower Representative may at any time, in its sole discretion, instruct the opportunity Administrative Agent in writing to participate suspend the inclusion of any Eligible Inventory in the Borrowing Base and from and after any discussions with such suspension the Borrower’s independent public accountantsAdministrative Agent may not conduct any Inventory appraisals. In no event shall Following any such suspension, at any time the Borrower or Representative may instruct the Administrative Agent in writing to terminate such suspension period and include Eligible Inventory in the Borrowing Base on the conditions and terms set forth herein, provided that the Administrative Agent has the right to conduct an Inventory appraisal prior to including any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrineEligible Inventory in the Borrowing Base.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of books, records and account accounts in which full, true complete and correct (in all material respects) entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities activities; and (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, Purchaser to (i) visit and inspect any of its propertiesproperties and examine and, (ii) examine and to the extent reasonable, make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial and other condition of the Borrower and Company and, its Subsidiaries with officers and employees of the Borrower Company and its Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired. (b) At any time at which any Senior Secured Notes are outstanding, upon the reasonable request of any Purchaser or Purchasers holding Senior Secured Notes evidencing at least $5,000,000 of Indebtedness, permit such Purchaser or Purchasers or its or their respective professionals (including consultants, accountants and appraisers) to conduct evaluations and appraisals of (i) the Company's Accounts and Inventory, and other related procedures deemed necessary by such Purchaser or Purchasers and pay the reasonable fees and expenses thereof in connection therewith; provided provided, however, that no such Purchaser or Purchasers shall be entitled to conduct such evaluations and appraisals more frequently than once per year unless (x) so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when an Event of Default has occurred and is continuingcontinuing or (y) such Purchaser or Purchasers reasonably determine in consultation with the Company that a material event or material change has occurred with respect to Holdings, the Administrative Agent Company and its Subsidiaries, their inventory practices or any Lender (or any of their respective representatives) may do any the performance of the foregoing at Collateral and that as a result of such event or change more frequent evaluations or appraisals are required to effectively monitor the expense Accounts and Inventory of the Borrower Company, in which case the Company will permit such Purchaser or Purchasers to conduct such evaluations and appraisals at any time during normal business hours such reasonable times and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary as often as may be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrinereasonably requested.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) respects entries and made in a manner to allow financial statements to be prepared in conformity with GAAP shall be made and all material applicable Requirements of Law which reflect all material dealings and transactions in relation to its business and activities and (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance noticeprior notice and during normal business hours, to (i) visit and inspect any of its propertiesproperties and examine and, (ii) examine and at the Borrower’s reasonable expense, make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired (iiisubject to the immediately succeeding sentence) and to discuss the business, operations, properties and financial and other condition of Holdings and the Borrower and its Subsidiaries Group Members with officers and employees of Holdings and the Borrower and its Subsidiaries Group Members and with its their respective independent certified public accountants (subject to such accountants; provided that (x) ’ policies and procedures). Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, such visits, inspections and examinations shall only the Administrative Agent as representative of the Lenders may exercise rights of be conducted by the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance noticelimited to one per Fiscal Year. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall Notwithstanding anything to the Borrower or contrary in this Section 5.6, neither Holdings nor any Subsidiary Group Member will be required to discussdisclose, provide or otherwise make available for reviewpermit the inspection, examination or inspection making copies or copying abstracts of, or discussion of, any documentation 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 any Requirement of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product doctrineproduct. For the avoidance of doubt, this Section 5.6 does not govern field examinations or inventory appraisals, which are governed by Section 5.2(d) and no inspections, pursuant to this Section 5.6 shall be duplicative of any visits pursuant to Section 5.2(d).

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which entries which are full, true and correct (correct, in all material respects) entries , in conformity with GAAP shall be made of all material dealings and transactions in relation to its business and activities activities, (b) upon the request of the Administrative Agent or the Required Lenders, participate in a meeting or conference call with the Administrative Agent and the Lenders once during each fiscal year at such time as may be agreed to by the Borrower and the Administrative Agent and (bc) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) visit and inspect any of its properties, (ii) properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours and as often as may reasonably be desired (iii) but, the Administrative Agent may not have more than one visit per any twelve month period except during an Event of Default)), upon reasonable advance notice to the Borrower, and to discuss the business, operations, properties and financial and other condition of Holdings, the Borrower and its their respective Subsidiaries with officers and employees of Holdings, the Borrower and its their respective Subsidiaries and with its their independent certified public accountants; provided that accountants (x) so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant Borrower will be given the opportunity to this Section 6.6 and the Administrative Agent shall not exercise participate in any such rights more often than one time during any calendar year each of which discussions with such independent certified accountants). Any such inspection shall be at the Administrative Agent’s sole cost and expense of the Administrative Agent and the Lenders and (y) at any time when unless an Event of Default has occurred and is continuingcontinuing at the time of such inspection, in which event the Borrower shall reimburse the Administrative Agent or any Lender (or any for its reasonable, actual out-of-pocket costs and expenses. Notwithstanding anything to the contrary in this Section 5.6, none of Holdings, the Borrower and their respective representatives) 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 Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary Subsidiaries will be required to discussdisclose, provide or otherwise make available for reviewpermit the inspection, examination or inspection making copies or copying abstracts of, or discussion of, any documentation 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 its representatives) 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 doctrine.product. 117

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which entries which are full, true and correct (correct, in all material respects) entries , in conformity with GAAP shall be made of all material dealings and transactions in relation to its business and activities activities, (b) upon the request of the Administrative Agent or the Required Lenders, participate in a meeting or conference call with the Administrative Agent and the Lenders once during each fiscal quarter at such time as may be agreed to by the Borrower and the Administrative Agent and (bc) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) visit and inspect any of its properties, (ii) properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours and as often as may reasonably be desired (iii) but, the Administrative Agent may not have more than one visit per any twelve month period except during an Event of Default), upon reasonable advance notice to the Borrower, and to discuss the business, operations, properties and financial and other condition of Holdings, the Borrower and its their respective Subsidiaries with officers and employees of Holdings, the Borrower and its their respective Subsidiaries and with its their independent certified public accountants; provided that accountants (x) so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant Borrower will be given the opportunity to this Section 6.6 and the Administrative Agent shall not exercise participate in any such rights more often than one time during any calendar year each of which discussions with such independent certified accountants). Any such inspection shall be at the Administrative Agent’s sole cost and expense of the Administrative Agent and the Lenders and (y) at any time when unless an Event of Default has occurred and is continuingcontinuing at the time of such inspection, in which event the Borrower shall reimburse the Administrative Agent or any Lender (or any for its reasonable, actual out-of-pocket costs and expenses. Notwithstanding anything to the contrary in this Section 5.6, none of Holdings, the Borrower and their respective representatives) 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 Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary Subsidiaries will be required to discussdisclose, provide or otherwise make available for reviewpermit the inspection, examination or inspection making copies or copying abstracts of, or discussion of, any documentation 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 its representatives) 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 doctrineproduct.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) entries in conformity with GAAP shall be made and all material applicable Requirements of Law of all material dealings and transactions in relation to its business and activities and (b) permit representatives of the Administrative Agent or any LenderAgent, at reasonable business times during its business hours at reasonable intervals and upon reasonable advance prior notice, to (i) visit and inspect any of its propertiesproperties and examine and, (ii) examine at the Borrower’s expense, and make abstracts from any of its books and records as often as may reasonably be desired (subject to the immediately succeeding sentence) and (iii) to discuss the business, operations, properties and financial and other condition of Parent, the Borrower and its Restricted Subsidiaries with officers and employees of Parent, the Borrower and its Restricted Subsidiaries and with its their respective independent certified public accountants (subject to such accountants; provided that ’ policies and procedures). Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing (in which case there shall be no limits on such visits, inspections and examinations) such visits, inspections and examinations shall be limited to two per fiscal year (and, (x) so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the Borrower’s expense of the Administrative Agent and the Lenders and (y) following the occurrence and during the continuance of an Event of Default, not more than two times at any time when the Borrower’s expense); provided, however, that unless an Event of Default has occurred exists, (i) such inspections for environmental matters shall be limited to no more than once per fiscal year and is continuing, the Administrative Agent or any Lender (or any of their respective representativesii) may do any of the foregoing at the expense of the Borrower at any time during normal business hours all times such inspections for environmental matters shall be limited to non-intrusive and upon reasonable advance noticenon-invasive visual observations. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall Notwithstanding anything to the contrary in this Section 5.6, none of Parent, the Borrower or any Subsidiary of the Restricted Subsidiaries will be required to discussdisclose, provide or otherwise make available for reviewpermit the inspection, examination or inspection making copies or copying abstracts of, or discussion of, any documentation 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 doctrineproduct.

Inspection of Property; Books and Records; Discussions. Permit Agent and each Bank, through their authorized attorneys, accountants and representatives: (a) Keep proper books of records and account in which full, true and correct (in at all material respects) entries in conformity with GAAP shall be made of all dealings and transactions in relation to its business and activities and (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its normal business hours at reasonable intervals and hours, upon the request of Agent or such Bank (upon reasonable advance noticenotice and at the expense of Agent or such Bank, to (i) visit and inspect any of its propertiesas applicable, (ii) examine and make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries with officers of the Borrower and its Subsidiaries and with its independent certified public accountants; provided that (x) so long as no unless a Default or Event of Default has occurred and is continuing), only the Administrative Agent as representative to examine Company's and each Subsidiary's books, accounts, records, ledgers and assets and properties of the Lenders may exercise rights of the Administrative Agent every kind and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and description wherever located; (yb) at any time when and from time to time, upon the request of the Majority Banks (and upon reasonable advance notice, unless a Default or Event of Default has occurred and is continuing), to conduct full or partial collateral audits of Company and the Subsidiaries to be completed by an appraiser as may be selected by Agent and the Majority Banks and consented to by Company (such consent not to be unreasonably withheld or delayed), with all reasonable costs and expenses of such audits to be reimbursed by the Borrowers, provided that, so long as no Default or Event of Default has occurred and is continuing, the Administrative Borrowers shall not be obligated to reimburse Agent and the Banks for more than one such audit in any calendar year; and (c) permit Agent and each Bank or any Lender (or any their authorized representatives, at reasonable times and intervals, to visit all of their respective representatives) may do any offices, discuss their respective financial matters with their respective officers and independent certified or chartered public accountants, as applicable, and, by this provision, Company authorizes such accountants to discuss the finances and affairs of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent Company and the Lenders shall give the Borrower the Subsidiaries (provided that Company is given an opportunity to participate in such discussions) and examine any discussions with of its or their books and other corporate records. Notwithstanding the Borrower’s independent public accountants. In no event foregoing, all information furnished to the Agent or the Banks hereunder shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrinethe undertaking of the Banks set forth in Section 13.11 hereof.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) respects entries in conformity with GAAP and all Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities and (b) subject to the Borrower’s and each Restricted Subsidiary’s internal policies for the protection and preservation of Intellectual Property or other non-financial proprietary information, permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) visit and inspect any of its properties, (ii) properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours and (iii) upon reasonable advance notice to the Borrower and to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries Group Members with the officers of the Borrower and its Subsidiaries Group Members and with its their independent certified public accountants; accountants (provided that (xi) so long as no Event of Default has occurred the Borrower or its Subsidiaries may, at their option, have one or more employees or representatives present at any discussion with such accountants and is continuing, (ii) only the Administrative Agent as representative on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to under this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when 6.6); provided that unless an Event of Default has occurred and or is continuing, only one (1) such visit in any calendar year shall be at the Borrower’s expense. Notwithstanding anything to the contrary in this Section 6.6, none of the 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 (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 their respective representativesrepresentatives or contractors) 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 Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower is prohibited by law or any Subsidiary be required to discuss, provide binding agreement or otherwise make available for review, examination or inspection or copying any documentation (c) is subject to attorney-client or similar privilege or constitutes attorney work product doctrineproduct; provided that, in the event that the Borrower or a Restricted Subsidiary does not provide information in reliance on foregoing clause (b) or clause (c), such Person shall (x) if permitted by applicable law, provide written notice to the Administrative Agent that such information is being withheld pursuant to the foregoing clause (b) or clause (c), as applicable, if such notice can, in the Borrower’s good faith determination, be provided in a manner that would not result in such a violation of law or binding agreement or waiver or impairment of privilege and (y) use commercially reasonable efforts to provide such information in a manner that would not result in such a violation of law or binding agreement or waiver or impairment of privilege.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books At any reasonable time during normal business hours with prior notice, or at any time without notice if a Default or Event of records Default shall have occurred and account be continuing, each Credit Party shall permit any authorized representative(s) designated by any Agent to visit and inspect any of its assets (including the conducting of real estate appraisals (unless such appraisals are being conducted by Term Loan Agent)), to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence with regulators and other data relating to their respective businesses or the transactions contemplated by the Loan Documents (including in which fullconnection with environmental compliance, true hazard, liability or insurance programs), and correct to discuss their affairs, finances and accounts with their officers and independent certified public accountants. The visitations and/or inspections by or on behalf of any Agent shall be at the Credit Parties’ expense and all costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection therewith shall constitute Lender Expenses hereunder; provided that so long as no Event of Default is continuing, the Credit Parties shall not be obligated to pay for more than such visitations and/or inspections in any twelve (12)-month period specified in SECTION 8.04(b) and 8.04(c) below. Each Credit Party shall keep and maintain in all material respects) respects proper, complete and accurate books of record and account, in which entries in conformity with GAAP shall be made of all dealings and financial transactions and the assets and business of such Credit Party in relation to its business their respective businesses and activities and (b) permit representatives of the Administrative Agent or any Lenderactivities, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) visit and inspect any of its properties, (ii) examine and make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial including transactions and other condition of dealings with respect to the Borrower and its Subsidiaries with officers of the Borrower and its Subsidiaries and with its independent certified public accountants; provided that (x) so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when Collateral. If an Event of Default has occurred and is continuingcontinuing and the Loans have been accelerated, the Administrative Borrower, upon the Administrative Agent’s request, shall make copies of or turn over any such records to the Administrative Agent or its representatives. (b) Upon three (3) Business Days’ prior written notice to the Credit Parties, each Credit Party shall permit any Lender (or any authorized representatives of their respective representatives) may do the Collateral Agent to conduct a field examination, at the Borrower’s expense, of any of the foregoing properties of such Credit Party, including its and their financial and accounting records, and to make copies and take extracts therefrom, and to discuss its and their affairs, finances and business with its and their officers and certified public accountants, at the expense of the Borrower at any time such reasonable times during normal business hours and upon reasonable advance notice. The Administrative Agent and and, subject to the Lenders proviso set forth below, as often as may be reasonably requested (a “Field Examination”); providedthat so long as no Event of Default is continuing, the Borrowers shall give not be obligated to pay the Borrower the opportunity to participate costs of more than four (4) field exams in any discussions with twelve (12) -month period. (c) Each Credit Party shall permit any authorized representatives of the BorrowerCollateral Agent to conduct an appraisal of the Inventory of such Credit Party at such Credit Party’s independent public accountants. In expense; providedthat so long as no event Event of Default is continuing, the Borrowers shall not be obligated to pay the Borrower or costs of more than two (2) such Inventory appraisals in any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrinetwelve (12) - month period.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in respect of Holdings, the Borrower, and their respective Subsidiaries in which full, true and correct entries (in all material respectsrespects when taken as a whole) entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its their business and activities and (b) permit representatives for purposes of confirming compliance with the Loan Documents or after the occurrence and during the continuance of an Event of Default, upon reasonable notice from the Administrative Agent or the Required Lenders, the Loan Parties will, permit the Lenders (and such Persons as any LenderLender may designate) during normal business hours to visit and inspect, under the Loan Parties’ guidance, any of the properties of the Group Members, to examine all of their books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, employees and with their independent public accountants (and by this provision the Loan Parties authorize such accountants to discuss with the Lenders (and such Persons as any Lender may designate) the finances and affairs of the Group Members) all at such reasonable times and as often as may be reasonably requested; provided, however, that except upon the occurrence and during its business hours at reasonable intervals and upon reasonable advance noticethe continuation of any Default or Event of Default, to (i) not more than one such visit and inspect inspection may be conducted in any twelve month period. Prior to the occurrence of its propertiesan Event of Default, (ii) examine the Loan Parties shall only be required to pay the costs and make abstracts from expenses of professionals retained by the Administrative Agent in connection with any of its books and records and (iii) to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries with officers of the Borrower and its Subsidiaries and with its independent certified public accountants; provided that (x) so such visit or inspection. So long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of Loan Parties shall be obligated to pay all reasonable costs and expenses incurred by the Administrative Agent and the Lenders pursuant to this Section 6.6 in connection with such visitations and the Administrative Agent shall not exercise such rights inspections no more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance noticeonce annually. The Administrative Agent Loan Parties shall receive advance notice of any proposed discussion with such accountants and shall have the Lenders shall give the Borrower the opportunity right to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrinetherein.

Inspection of Property; Books and Records; Discussions. Permit Agent and each Lender, through their authorized attorneys, accountants and representatives: (a) Keep proper books to examine Company's and each Subsidiary's accounts, records, ledgers and assets and properties of records every kind and account in which fulldescription wherever located at all reasonable times during normal business hours, true and correct (in all material respects) entries in conformity with GAAP shall be made upon written or, if consented to by the Company, oral request of all dealings and transactions in relation to its business and activities and Agent or such Lender; (b) permit representatives at any time and from time to time, at the request of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance noticethe Majority Lenders, to conduct full or partial collateral audits of the Company and its Subsidiaries to be completed by an appraiser as may be selected by the Agent, with all reasonable costs and expenses, (i) visit prior to the occurrence or continuance of any Default or Event of Default, of no more than two full collateral audits (to include accounts receivable and inspect any of its properties, inventory) per fiscal year to be reimbursed by the Company and (ii) examine after the occurrence and make abstracts from during the continuance of any Default or Event of its books and records and Default, of all audits to be reimbursed by the Company; and (iii) to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries with officers of the Borrower and its Subsidiaries and with its independent certified public accountants; provided that (xc) so long as no Default or Event of Default has occurred and is continuing, only upon the Administrative Agent as representative written or oral request (given at reasonable times and intervals) of the Lenders may exercise rights of the Administrative Agent or such Lender, and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when an if a Default or Event of Default has occurred and is continuing, the Administrative then at any time permit Agent and each Lender or any Lender (or any their authorized representatives, to visit all of their respective representatives) may do any offices, discuss their respective financial matters with their respective officers and independent certified public accountants, and, by this provision, Company authorizes such accountants to discuss the finances and affairs of the foregoing at the expense of the Borrower at any time during normal business hours Company and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the it Subsidiaries (provided that Company is given an opportunity to participate in such discussions) and examine any discussions with of its or their books and other corporate records. Notwithstanding the Borrower’s independent public accountants. In no event foregoing, all information furnished to the Agent or the Lenders hereunder shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrinethe undertaking of the Lenders set forth in Section 14.12 hereof.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which entries which are full, true and correct (correct, in all material respects) entries , in conformity with GAAP shall be made of all material dealings and transactions in relation to its business and activities and (b) permit activities. Permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) visit and inspect any of its properties, (ii) properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours and as often as may reasonably be desired (iii) but the Administrative Agent may not have more than one visit per any twelve month period except during an Event of Default), upon reasonable advance notice to the Borrower, and to discuss the business, operations, properties and financial and other condition of the Borrower and its the Borrower’s Restricted Subsidiaries with officers and employees of the Borrower and its the Borrower’s Restricted Subsidiaries and with its their independent certified public accountants (and the Borrower will be given the opportunity to participate in any such discussions with such independent certified accountants; provided that (x) so ). So long as no Event of Default has occurred and is continuingcontinuing at the time of such inspection, only the Borrower shall not bear the cost of more than one such inspection per calendar year by the Administrative Agent as representative (or its representatives). Notwithstanding anything to the contrary in this Section 5.6, none of the Lenders may exercise rights Borrower and 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 and (or its representatives) is prohibited by any Requirement of Law or any binding agreement (provided that, with respect to any prohibition by any binding agreement, the Lenders pursuant Borrower shall attempt to this Section 6.6 and obtain consent to such disclosure if requested by the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and Agent) or (yiii) at any time when an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client or similar privilege or constitutes attorney work product doctrineproduct.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) 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 and activities; and (b) permit representatives and independent contractors of the Administrative Agent or (who may be accompanied by any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, ) to (i) visit and inspect any of its properties, (ii) properties and examine and make abstracts from any of its books and records at any reasonable time and (iii) as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries with officers officers, directors and employees of the Borrower and its Subsidiaries and with its independent certified public accountants; provided that (x) and, so long as no a Specified Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be with their independent certified public accountants, all at the expense of the Administrative Agent and Loan Parties; provided, that, no more than one such inspection or discussion shall be undertaken at the Lenders and (y) at Loan Parties’ expense in any time when fiscal year unless an Event of Default has occurred and is continuing, continuing (at which time the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or independent contractors) may do any of the foregoing at the expense of the Borrower Loan Parties at any time during normal business hours and upon reasonable advance notice); provided further, that such obligations shall in all events be subject to the rights of lessees or sublessees and to any restrictions or limitations in any applicable lease, sublease, Contractual Obligation or other written occupancy arrangement to which any Loan Party or Subsidiary is bound. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrine.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) respects entries in conformity with GAAP and all Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities and (b) subject to the BorrowerParent’s and each Restricted Subsidiary’s internal policies for the protection and preservation of Intellectual Property or other non-financial proprietary information, permit representatives of the Administrative Agent or who may be accompanied by any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, Lender to (i) visit and inspect any of its properties, (ii) properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours and (iii) upon reasonable advance notice to the BorrowerParent and to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries Group Members with the officers of the Borrower and its Subsidiaries Group Members and with its their independent certified public accountants (provided that the BorrowerParent or its Subsidiaries may, at their option, have one or more employees or representatives present at any discussion with such accountants); provided that (x) so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when unless an Event of Default has occurred and or is continuing, the Administrative Agent or only one (1) such visit in any Lender (or any of their respective representatives) may do any of the foregoing calendar year shall be conducted at the BorrowerParent’s expense and provided, further, that if the disclosure of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in requested information would compromise any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege (other than where waiver of such privilege will not be adverse to the BorrowerParent in the good faith opinion of the BorrowerParent’s counsel), that has not been or work product doctrinewill not be waived or waiver thereof will be materially adverse to the BorrowerParent, the BorrowerParent shall make available redacted versions of requested documents or portions of documents that are the subject of such attorney-client privilege or, if unable to do so consistent with the preservation of such attorney-client privilege, shall endeavor in good faith otherwise to disclose information responsive to the Administrative Agent’s requests in a manner that will protect such attorney-client privilege.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true complete and correct (in all material respects) entries in conformity with GAAP all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities activities; and (b) permit representatives of the Administrative Agent any Lender upon reasonable notice (but, with respect to all Lenders, no more frequently than monthly unless a Default or any Lender, at reasonable times Event of Default shall have occurred and be continuing) during its business hours at reasonable intervals and upon reasonable advance notice, with a Responsible Officer present to (i) visit and inspect any of its propertiesproperties and examine and, (ii) examine and to the extent reasonable, make abstracts from any of its books and records records, including, without limitation, in connection with any collateral review or appraisal described in paragraph (b) below, and (iii) to discuss the business, operations, properties and financial and other condition of the Borrower Company and its Subsidiaries with officers and employees of the Borrower Company and its Subsidiaries and (in coordination with such officers and employees) with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired. (b) At any time upon reasonable notice, during business hours and with a Responsible Officer present and at the reasonable request of the Administrative Agent, permit the Administrative Agent or its professionals (including collateral monitoring specialists, consultants, accountants, lawyers and appraisers) retained by the Administrative Agent to conduct (1) evaluations and appraisals of (i) the Company's practices in the computation of the Borrowing Base, (ii) the assets included in the Borrowing Base, (iii) systems and procedures relating to the Borrowing Base items, and (iv) other related procedures deemed necessary by the Administrative Agent and pay the reasonable fees and expenses in connection therewith (including, without limitation, the fees and expenses associated with services performed by the Administrative Agent's Collateral Monitoring Department); provided provided, however, that the Administrative Agent shall not be entitled to conduct such evaluations and appraisals more frequently than once per year unless (xA) so long as no a Default or Event of Default has occurred and is continuing, only continuing or (B) the Administrative Agent as representative determines that any material event or material change has occurred with respect to the Credit Parties, their inventory practices or the performance of the Lenders may exercise rights Collateral and that as a result of such event or change more frequent evaluations or appraisals are required to effectively monitor the Borrowing Base, in which case the Company will permit the Administrative Agent to conduct such evaluations and appraisals at such reasonable times and as often as may be reasonably requested, in each case so long as any Revolving Loans or Letters of Credit shall be outstanding or shall have been requested by the Lenders pursuant Company hereunder and (2) an appraisal by Hilco Appraisal Services, LLC, or other appraisal company satisfactory to this Section 6.6 the Administrative Agent, of the Inventory on a quarterly basis during the fiscal year 2002, and pay the reasonable fees and expenses in connection therewith. (c) In connection with any evaluation and appraisal relating to the computation of the Borrowing Base, agree to maintain such additional reserves (for purposes of computing the Borrowing Base) in respect of Eligible Inventory and make such other adjustments to its parameters for including Eligible Inventory in the Borrowing Base as the Administrative Agent shall not exercise reasonably require based upon the results of such rights more often than one time during evaluation and appraisal, provided that the reasons for any calendar year each of which such additional reserves or adjustments shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate specified in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrinewriting.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (entries, in all material respects) entries , that permit the preparation of financial statements in conformity with GAAP shall be made consistently applied in respect of all dealings material financial transactions and transactions in relation to its matters involving the material assets and business and activities of the Group Members, taken as a whole and (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, (x) to (i) visit and inspect any of its propertiesproperties and examine and, (ii) examine and to the extent not unreasonably interfering with the ordinary business operations of the Group Members, make abstracts from any of its books and records and (iiiy) to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries Group Members with officers and employees of the Borrower and its Subsidiaries Group Members and with its their independent certified public accountants, in each case, at reasonable times during normal business hours and with reasonable advance notice thereof; provided that (xa) so long as no except during the continuation of an Event of Default has occurred and is continuingDefault, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise one such rights more often than one time during any calendar visit per year each of which shall be at the expense of the Administrative Agent and the Lenders Borrower’s expense, and (yb) at any time when during the continuation of an Event of Default has occurred and is continuingDefault, the Administrative Agent or any Lender (or any of their respective representatives) its representatives may do any of the foregoing at the expense Borrower’s expense; and provided further that representatives of the Borrower at or any time other Group Member may be present during normal business hours any such visits, discussions and upon reasonable advance noticeinspections. The Administrative Agent and Notwithstanding the Lenders shall give foregoing or anything to the Borrower the opportunity to participate contrary in any discussions with the Borrower’s independent public accountants. In no event shall this Agreement, none of Holdings, the Borrower or any Subsidiary will be required to discuss, provide disclose or otherwise make available for review, examination or permit the inspection or copying discussion of, any documentation 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 the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement; provided that the Borrower agrees to use commercially reasonable efforts to overcome any such Requirement of Law or any binding agreement, or (iii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product doctrineproduct; provided that in the event that the Borrower does not provide information that otherwise would be required to be provided hereunder in reliance on the exclusions in this paragraph relating to violation of any obligation of confidentiality, the Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such obligation of confidentiality).

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true complete and correct (in all material respects) entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities (it being understood and (b) agreed that certain Foreign Subsidiaries maintain individual books and records in conformity with generally accepted accounting principles in their respective countries of organization and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder); and permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, Lender to (i) visit and inspect any of its propertiesproperties and examine and, (ii) examine and to the extent reasonable, make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial and other condition of the Borrower Company and its Subsidiaries with officers and employees of the Borrower Company and its Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired and, in the case of discussions with its independent accountants, after giving the chief financial officer or treasurer of the Company a reasonable opportunity to be present; provided that (x) so long as no that, excluding any such visits and inspections during the continuation of an Event of Default has occurred and is continuingDefault, only the Administrative Agent as representative on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders pursuant to under this Section 6.6 subsection 7.6 (and representatives of any Lender may accompany the Administrative Agent on any such visit at their own expense) and the Administrative Agent shall not exercise such rights more often than one time two times during any calendar year each absent the existence of which an Event of Default and only one such time shall be at the Borrowers’ expense of the Administrative Agent and the Lenders and (y) at any time provided, further, that when an Event of Default has occurred and is continuing, exists the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers’ at any time during normal business hours and upon reasonable without advance notice). The Administrative Agent and Notwithstanding anything to the Lenders shall give contrary in this subsection 7.6, none of the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or Company nor any Subsidiary shall be required to discussdisclose, provide or otherwise make available for reviewpermit the inspection, examination or inspection making of copies or copying abstracts of, or discussion of, any documentation document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information that is not reasonably related to the actual or projected financial results or results of operations of the Company and its Subsidiaries, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by a Requirement of Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product doctrineproduct.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) respects entries in conformity with GAAP and all Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities and TRANSACTIONS IN RELATION TO ITS BUSINESS AND ACTIVITIES AND (bB) SUBJECT TO THE BORROWER’S, HOLDINGS’ AND EACH RESTRICTED SUBSIDIARY’S INTERNAL POLICIES FOR THE PROTECTION AND PRESERVATION OF INTELLECTUAL PROPERTY OR OTHER NON‑financial proprietary information, permit representatives of the Administrative Agent or who may be accompanied by any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, Lender to (i) visit and inspect any of its properties, (ii) properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours and (iii) upon reasonable advance notice to the Borrower and to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries Group Members with the officers of the Borrower and its Subsidiaries Group Members and with its their independent certified public accountants (provided that Holdings or its Subsidiaries may, at their option, have one or more employees or representatives present at any discussion with such accountants); provided that (x) so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when unless an Event of Default has occurred and or is continuing, the Administrative Agent or any Lender only one (or any of their respective representatives1) 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 Lenders shall give the Borrower the opportunity to participate such visit in any discussions with calendar year shall be at the Borrower’s independent public accountants. In no event shall expense and provided, further, that if the Borrower or disclosure of any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying requested information would compromise any documentation subject to attorney-client privilege (other than where waiver of such privilege will not be adverse to the Borrower in the good faith opinion of the Borrower’s counsel), that has not been or work product doctrinewill not be waived or waiver thereof will be materially adverse to the Borrower, the Borrower shall make available redacted versions of requested documents or portions of documents that are the subject of such attorney-client privilege or, if unable to do so consistent with the preservation of such attorney-client privilege, shall endeavor in good faith otherwise to disclose information responsive to the Administrative Agent’s requests in a manner that will protect such attorney-client privilege.

Inspection of Property; Books and Records; Discussions. (a) Keep (i) In the case of the Parent Borrower, keep proper books of and records and account in which full, true and correct (in all material respects) entries a manner to allow financial statements to be prepared in conformity with GAAP shall be made consistently applied in respect of all dealings material financial transactions and transactions in relation to matters involving the material assets and business of the Parent Borrower and its business and activities Restricted Subsidiaries, taken as a whole; and (bii) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) visit and inspect any of its propertiesproperties and examine and, (ii) examine and to the extent reasonable, make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial and other condition of the Parent Borrower and its Restricted Subsidiaries with officers of the Parent Borrower and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired; provided that (x) so long as no Event representatives of Default has occurred the Borrower Representative may be present during any such visits, discussions and is continuing, only inspections. Each Borrower shall keep records of its Inventory in a manner to allow the Borrowing Base Certificate to be prepared in accordance with this Agreement. Upon the Administrative Agent Agent’s reasonable request, the Parent Borrower will provide a summary inventory report (based on its customary methodology and, in form and substance, as representative prepared for its internal purposes) no more than once per year and at a time prepared by the Parent Borrower for its internal purposes in its ordinary course of business. Notwithstanding anything to the contrary in Subsection 7.2(g) or in this Subsection 7.6, none of the Lenders may exercise rights of Parent Borrower or any Restricted Subsidiary will be required to disclose, or permit the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during inspection or discussion of, any calendar year each document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when an Event of Default has occurred and is continuing, disclosure to the Administrative Agent or any Lender the Lenders (or any of their respective representatives) may do is prohibited by Requirement of Law or any of the foregoing at the expense of the Borrower at any time binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product. (b) At reasonable times during normal business hours and upon reasonable advance noticeprior notice that the Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Restricted Subsidiaries will grant access to the Administrative Agent (including employees of the Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to such Person’s premises, books, records, accounts and Inventory so that (i) the Administrative Agent or an appraiser retained by the Administrative Agent may conduct an Inventory appraisal and (ii) the Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the Administrative Agent may deem reasonably necessary or appropriate, including evaluation of the Parent Borrower’s practices in the computation of the Borrowing Base. Unless an Event of Default exists, or if previously approved by the Borrower Representative, no environmental assessment by the Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. The Administrative Agent may conduct one field examination and one Inventory appraisal in each calendar year in each case for all of the Lenders Loan Parties each at the Loan Parties’ expense; provided that, the Administrative Agent shall give in its reasonable discretion conduct at the Loan Parties’ expense, (x) up to one field examination and one Inventory appraisal during each calendar year, and (y) up to one additional field examination and one additional Inventory appraisal in a calendar year if Excess Availability falls below 15.0% of Availability for 10 consecutive Business Days at any time in such calendar year; provided, further, that the Administrative Agent may conduct in its reasonable discretion and at the Loan Parties’ expense (and without in any way limiting the Administrative Agent’s rights under the immediately preceding proviso), up to one additional field examination and one additional Inventory appraisal as may be reasonably required by the Administrative Agent in its reasonable discretion with respect to assets in excess of $75,000,000 acquired pursuant to a Permitted Acquisition that are included in the Borrowing Base but that have not yet been subject to a field examination or Inventory appraisal (as applicable) in accordance with this Agreement. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuance of any Event of Default the Administrative Agent may cause such additional field examinations and Inventory appraisals to be taken for each of the Loan Parties as the Administrative Agent in its reasonable discretion determines are necessary or appropriate (each, at the expense of the Loan Parties). All amounts chargeable to the applicable Borrowers under this Subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder. Notwithstanding the foregoing, the Borrower Representative may at any time, in its sole discretion, instruct the opportunity Administrative Agent in writing to participate suspend the inclusion of any Eligible Inventory in the Borrowing Base and from and after any discussions with such suspension the Borrower’s independent public accountantsAdministrative Agent may not conduct any Inventory appraisals. In no event shall Following any such suspension, at any time the Borrower or Representative may instruct the Administrative Agent in writing to terminate such suspension period and include Eligible Inventory in the Borrowing Base on the conditions and terms set forth herein, provided that the Administrative Agent has the right to conduct an Inventory appraisal prior to including any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrineEligible Inventory in the Borrowing Base.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books At any reasonable time during normal business hours with prior notice, or at any time without notice if a Default or Event of records Default shall have occurred and account be continuing, each Credit Party shall permit any authorized representative(s) designated by any Agent to visit and inspect any of its assets (including the conducting of real estate appraisals (unless such appraisals are being conducted by Term Loan Agent)), to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence with regulators and other data relating to their respective businesses or the transactions contemplated by the Loan Documents (including in which fullconnection with environmental compliance, true hazard, liability or insurance programs), and correct to discuss their affairs, finances and accounts with their officers and independent certified public accountants. The visitations and/or inspections by or on behalf of any Agent shall be at the Credit Parties’ expense and all costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection therewith shall constitute Lender Expenses hereunder; provided that so long as no Event of Default is continuing, the Credit Parties shall not be obligated to pay for more than such visitations and/or inspections in any twelve (12)-month period specified in SECTION 8.04(b) and 8.04(c) below. Each Credit Party shall keep and maintain in all material respects) respects proper, complete and accurate books of record and account, in which entries in conformity with GAAP shall be made of all dealings and financial transactions and the assets and business of such Credit Party in relation to its business their respective businesses and activities and (b) permit representatives of the Administrative Agent or any Lenderactivities, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) visit and inspect any of its properties, (ii) examine and make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial including transactions and other condition of dealings with respect to the Borrower and its Subsidiaries with officers of the Borrower and its Subsidiaries and with its independent certified public accountants; provided that (x) so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when Collateral. If an Event of Default has occurred and is continuingcontinuing and the Loans have been accelerated, the Administrative Borrower, upon the Administrative Agent or Collateral Agent’s request, shall make copies of or turn over any Lender such records to the Administrative Agent, the Collateral Agent or their representatives. (or b) Upon three (3) Business Days’ prior written notice to the Credit Parties, each Credit Party shall permit any authorized representatives of their respective representatives) may do the Collateral Agent to conduct a field examination, at the Borrower’s expense, of any of the foregoing properties of such Credit Party, including its and their financial and accounting records, and to make copies and take extracts therefrom, and to discuss its and their affairs, finances and business with its and their officers and certified public accountants, at the expense of the Borrower at any time such reasonable times during normal business hours and upon reasonable advance notice. The Administrative Agent and and, subject to the Lenders proviso set forth below, as often as may be reasonably requested (a “Field Examination”); provided that so long as no Event of Default is continuing, the Borrowers shall give not be obligated to pay the Borrower the opportunity to participate costs of more than four (4) field exams in any discussions with twelve (12) -month period. (c) Each Credit Party shall permit any authorized representatives of the BorrowerCollateral Agent to conduct an appraisal of the Inventory of such Credit Party at such Credit Party’s independent public accountants. In expense; provided that so long as no event Event of Default is continuing, the Borrowers shall not be obligated to pay the Borrower or costs of more than two (2) such Inventory appraisals in any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrinetwelve (12) - month period.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) 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 and (b) permit representatives and independent contractors of the Administrative Agent or and any Lender, at reasonable times during its business hours at reasonable intervals and upon subject to reasonable advance noticenotice (provided, that no notice shall be required if an Event of Default has occurred and is continuing) and during normal business hours, to (i) visit and inspect any of its propertiesproperties and to audit, (ii) examine examine, copy and make abstracts from any of its books and records (including ledgers, federal and (iiistate tax returns, records regarding assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information) as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrower Group Members with officers, directors and its Subsidiaries employees of the Group Members and with officers their independent certified public accountants subject to such accountants customary policies and procedures (it being understood that a representative of the Borrower is allowed to be present in any discussions with officers, employees, agent, advisors and its Subsidiaries independent accountants). No such inspection or visit shall unduly interfere with the business or operations of any Group Member, nor result in any damage to the property or other Collateral, and with its independent certified public accountants; provided that each such inspection shall (x) so long as no absent a continuing Default or Event of Default has occurred and is continuingDefault) be subject to reasonable coordination with, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when applicable Group Member. Unless an Event of Default has occurred and is continuing, continuing (in which case such visits and inspections shall occur at the Borrower’s expense as often as the Administrative Agent or any Lender (or any of their respective representatives) may do any shall reasonably determine is necessary), such visits and inspections at the Borrower’s expense shall not be undertaken more frequently than once per year. In the Administrative Agent’s sole discretion, the representatives and independent contractors 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 any Lender may conduct additional visits and inspections of the Lenders shall give Group Members’ properties more frequently at the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrineLenders’ expense.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) entries in conformity with GAAP in all material respected shall be made of all dealings and transactions in relation to its business and activities and (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) visit and inspect any of its properties, (ii) properties at which the principal financial records and executive officers are located and examine and make abstracts from any of its books and records at any reasonable time and (iii) as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrower and its Restricted Subsidiaries with officers and employees of the Borrower and its Restricted Subsidiaries and with its independent certified public accountantsaccountants (provided that the Borrower (or any of its Subsidiaries or their respective representatives) may, if it so chooses, be present at or participate in any such discussion); provided that (xi) so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative Agent, on behalf of the Lenders may exercise Lenders, shall have rights of the Administrative Agent and the Lenders pursuant to under this Section 6.6 and 6.6, (ii) the Administrative Agent shall not exercise such rights more often than one time during any calendar year each absent an Event of which Default, and (z) only one such time per calendar year shall be at the expense of the Administrative Agent and Borrower; provided, however, that neither the Lenders and Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (yi) at that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower or any time when an Event of Default has occurred and is continuingits Subsidiaries or any of their respective customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) may do is prohibited by any applicable Requirement 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 Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary be required to discussLaw, provide or otherwise make available for review, examination or inspection or copying any documentation (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product doctrineor (iv) in respect of which he Borrower or any Subsidiary owes confidentiality obligations to any third party (such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 6.6).

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (entries in all material respects) entries respects in conformity with GAAP (it being understood and agreed that any Foreign Subsidiary may maintain additional individual books and records in a manner that permits preparation of its financial statements in accordance with the generally accepted accounting principles that are applicable in its jurisdiction of organization and that such maintenance shall be made not constitute a breach of all dealings and transactions in relation to its business and activities the representations, warranties or covenants hereunder) and (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, Lender to (i) visit and inspect any of its properties, (ii) properties and examine and make abstracts from any of its books and records at any reasonable time and (iii) as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries Group Members with officers and employees of the Borrower and its Subsidiaries Group Members and with its their independent certified public accountants (subject to such accountants’ customary policies and procedures), all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided provided, that (x) so long as no absent the existence of an Event of Default has occurred Default, such visits and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which inspections shall be at the sole expense of the Administrative Agent and the Lenders and (y) at any time Lenders; provided, further, that when an Event of Default has occurred and is continuingexists, the Administrative Agent or any Lender (or any of their its respective representativesrepresentatives or independent contractors) and the 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 Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or any Subsidiary of the Restricted Subsidiaries will be required to discussdisclose, provide or otherwise make available for reviewpermit the inspection, examination or inspection making copies or copying abstracts of, or discussion of, any documentation document, information or other matter that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable law or any binding agreement or (c) is subject to attorney-client or similar privilege or constitutes attorney work product doctrineproduct; provided, that to the extent legally permissible, the Borrower shall notify the Administrative Agent that any such document, information or other matter is being withheld pursuant to clauses (a), (b) or (c) of this Section 6.6 and shall use commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate such restrictions and to eliminate such restrictions.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books At any reasonable time during normal business hours with prior notice, each Credit Party shall permit any authorized representative(s) designated by any Agent to visit and inspect any of records its assets, to examine, audit, check and account make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence with regulators and other data relating to their respective businesses or the transactions contemplated by the Loan Documents (including in which fullconnection with environmental compliance, true hazard, liability or insurance programs), and correct to discuss their affairs, finances and accounts with their officers and, so long as a Senior Officer of the Credit Parties is giving the opportunity to participate in such communications, independent certified public accountants. The visitations and/or inspections by or on behalf of any Agent shall be at the Credit Parties’ expense and all costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection therewith shall constitute Expenses hereunder; provided that so long as no Event of Default is continuing, (i) the Credit Parties shall not be obligated to pay for more than such visitations and/or inspections in any twelve (12)-month period specified in SECTION 8.04(b) and 8.04(c) below and (ii) no Agent or representative thereof shall have access to conduct or require any sampling or testing of soil, groundwater or other environmental media, including pursuant to SECTION 8.04(b) and 8.04(c) below. Each Credit Party shall keep and maintain in all material respects) respects proper, complete and accurate books of record and account, in which entries in conformity with GAAP shall be made of all dealings and financial transactions and the assets and business of such Credit Party in relation to its business their respective businesses and activities and (b) permit representatives of the Administrative Agent or any Lenderactivities, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) visit and inspect any of its properties, (ii) examine and make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial including transactions and other condition of dealings with respect to the Borrower and its Subsidiaries with officers of the Borrower and its Subsidiaries and with its independent certified public accountants; provided that (x) so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when Collateral. If an Event of Default has occurred and is continuingcontinuing and the Loans have been accelerated, the Borrower, upon the Administrative Agent or Collateral Agent’s request, shall make copies of or turn over any Lender such records to the Administrative Agent, the Collateral Agent or their representatives. (or b) Upon three (3) Business Days’ prior written notice to the Credit Parties, each Credit Party shall permit any authorized representatives of their respective representatives) may do the Collateral Agent to conduct a field examination, at the Borrower’s expense, of any of the foregoing properties of such Credit Party, including its and their financial and accounting records, and to make copies and take extracts therefrom, and to discuss its and their affairs, finances and business with its and their officers and certified public accountants, at the expense of the Borrower at any time such reasonable times during normal business hours and upon reasonable advance notice. The Administrative Agent and and, subject to the Lenders shall give proviso set forth below, as often as may be reasonably requested (a “Field Examination”); provided that so long as no Event of Default is continuing, the Borrower shall not be obligated to pay the opportunity costs of more than two (2) field exams through the term of this Agreement. (c) Each Credit Party shall permit any authorized representatives of the Collateral Agent to participate in any discussions with conduct appraisals of the BorrowerInventory and/or Equipment of such Credit Party at such Credit Party’s independent public accountants. In expense; provided that so long as no event shall Event of Default is continuing, the Borrower or any Subsidiary shall not be required obligated to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrinepay the costs of more than one (1) such Inventory appraisal through the term of this Agreement and one (1) such Equipment appraisal through the term of this Agreement.

Inspection of Property; Books and Records; Discussions. At any reasonable time during normal business hours and from time to time with reasonable notice, or at any time if a Default or Event of Default shall have occurred and be continuing, each Obligor shall permit any authorized representative(s) designated by the Administrative Agent or the Required Lenders to visit and inspect (aincluding the collection of samples) Keep proper books any of records its assets, to examine, audit, check and account make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated by the Loan Documents (including in which fullconnection with environmental compliance, true hazard or liability or insurance programs), and correct to discuss their affairs, finances and accounts with their officers and independent public accountants, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested. The visitations and/or inspections by or on behalf of the Administrative Agent and the Required Lenders shall be at the Obligors’ expense; provided, that, so long as no Default or Event of Default exists and is continuing, such Obligor shall not be obligated to reimburse the Administrative Agent (i) for more than one (1) such visit or inspection per calendar year and (ii) for costs in excess of Cdn.$5,000. Each Obligor shall, and shall cause each of the Relevant Subsidiaries to, keep and maintain in all material respects) respects proper, complete and accurate books of record and account, in which entries in conformity with GAAP shall be made of all dealings and financial transactions (including all customer additions and deactivations, sales, inventory and service credits with respect to sales, returns and allowances with respect to sales) and the assets and business of such Obligor or Relevant Subsidiary in relation to its business their respective businesses and activities and (b) permit representatives of the Administrative Agent or any Lenderactivities, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) visit and inspect any of its properties, (ii) examine and make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial including transactions and other condition of dealings with respect to the Borrower Collateral and its Subsidiaries with officers of such information pertaining to the Borrower and its Subsidiaries and with its independent certified public accountants; provided that (x) so long Collateral as no Event of Default has occurred and is continuing, only the Administrative Collateral Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant from time to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when reasonably request. If an Event of Default has occurred and is continuingcontinuing and the Loans have been accelerated, each Obligor, upon the Administrative Agent’s request, shall turn over any such records to the Administrative Agent or any Lender (or any of their respective its representatives) 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 Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrine.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account accounts in which full, true and correct (in all material respects) 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 and activities, (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and Lender upon reasonable advance notice, prior written notice to (i) visit and inspect any of its properties, (ii) properties and examine and make abstracts from any of its books and records during customary business hours once each calendar quarter (excluding any visit by any Lender or Affiliate thereof made for purposes other than an inspection), provided that at any time after the occurrence and during the continuance of a Default or an Event of Default, representatives of any Lender may visit and inspect any of the properties of the Group Members and examine and make abstracts from any of the books and records of the Group Members at any reasonable time and as often as may reasonably be desired, provided, further, that the Lenders shall coordinate any such visits and inspections with the Administrative Agent and each other Lender requesting a visit or inspection in order to minimize disruption of the operations of the Group Members, (iiic) permit representatives of any Lender to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries Group Members with officers and employees of the Borrower Group Members at any reasonable time and as often as may reasonably be desired, (d) after any Lender has notified the Borrowers in writing of its Subsidiaries and intent to do so, permit representatives of any Lender to meet with its their independent certified public accountants; provided that accountants no more than once per year (x) so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often other than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when after the occurrence and during the continuance of a Default or an Event of Default has occurred during which time such representatives may meet with their independent certified public accountants at any reasonable time and is continuingas often as may reasonably be desired), and (e) cooperate with the Administrative Agent in the event that the Administrative Agent requests and conducts any appraisal of the assets of the Group Members (which shall, at any time other than after and during the continuance of a Default or an Event of Default, be at the sole cost of the Lenders; it being understood that an appraisal that is requested after and during the continuance of a Default or an Event or Default shall not be at the cost of the Lenders in the event that such Default or Event of Default shall have been cured prior to the receipt of any invoice with respect to such appraisal); provided, further, that except upon the occurrence and during the continuance of a Default (at any time that AREP is not then a reporting company or voluntary filer under the Securities Exchange Act of 1934, as amended) or an Event of Default, no Lender (shall have the right to inspect or examine the books and records relating to securities held by AREP, AREH or any of their respective representativesSubsidiaries (other than an AREH Subsidiary Guarantor) 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 Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrineabstracts thereof.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) entries a manner to allow financial statements to be prepared in conformity with GAAP shall be made in respect of all material dealings and transactions in relation to its business and activities activities; and (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) visit and inspect any of its propertiesproperties and examine and, (ii) examine and to the extent reasonable, make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial and other condition of the Parent Borrower and its Restricted Subsidiaries with officers and employees of the Parent Borrower and its Restricted Subsidiaries and with its independent certified public accountants; , in each case at any reasonable time, upon reasonable notice, provided that representatives of the Parent Borrower may be present during any such visits, discussions and inspections and, provided further that (xa) so long as no except during the continuation of an Event of Default has occurred and is continuingDefault, only one such visit shall be at the Administrative Agent as representative Parent Borrower’s expense, and (b) during the continuation of the Lenders may exercise rights an Event of Default, the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective representatives) its representatives may do any of the foregoing as often as may be reasonably desired at the expense Parent Borrower’s expense. Notwithstanding anything to the contrary in this subsection 7.6, no Loan Party will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Borrower at Administrative Agent or any time other Lender (or their respective representatives) 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) At reasonable times during normal business hours and upon reasonable advance noticeprior notice that the Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Restricted Subsidiaries will grant access to the Administrative Agent (including employees of the Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to such Person’s premises, books, records, accounts and Inventory so that (i) the Administrative Agent or an appraiser retained by the Administrative Agent may conduct an Inventory appraisal and (ii) the Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the Administrative Agent may deem reasonably necessary or appropriate, including evaluation of the Parent Borrower’s practices in the computation of the Borrowing Base. Unless an Event of Default exists, or if previously approved by the Parent Borrower, no environmental assessment by the Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. The Administrative Agent may conduct one (1) field examination and one (1) Inventory appraisal in each calendar year in each case for all of the Lenders Loan Parties each at the Loan Parties’ expense; provided that, the Administrative Agent may conduct up to two (2) field examinations and two (2) Inventory appraisals in a calendar year if Specified Availability falls below 2015% of Availability for fiveten (510) consecutive Business Days at any time in such calendar year, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuance of any Event of Default the Administrative Agent may cause such additional field examinations and Inventory appraisals to be taken for each of the Loan Parties as the Administrative Agent in its reasonable discretion determines are necessary or appropriate (each, at the expense of the Loan Parties). All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall give constitute Obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder. Notwithstanding the foregoing, the Parent Borrower may at any time, in its sole discretion, instruct the opportunity Administrative Agent in writing to participate suspend the inclusion of any Eligible Inventory, Eligible In-Transit Inventory or Eligible Credit Card Receivables in the Borrowing Base and from and after any discussions such suspension the Administrative Agent may not conduct any Inventory appraisals. Following any such suspension, at any time the Parent Borrower may instruct the Administrative Agent in writing to terminate such suspension period and include Eligible Inventory in the Borrowing Base on the conditions and terms set forth herein, provided that the Administrative Agent has the right to conduct an Inventory appraisal prior to including any Eligible Inventory, Eligible In-Transit Inventory or Eligible Credit Card Receivables in the Borrowing Base. (c) The Qualified Loan Parties shall use commercially reasonable efforts to provide the Administrative Agent and its advisors and consultants with sufficient information and access to the Borrower’s independent public accountants. In Qualified Loan Parties and their respective assets to facilitate the completion of the initial field examination and inventory appraisal no event shall later than the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation 90th day after the Closing Date (subject to attorney-client privilege or work product doctrineextensions by the Administrative Agent in its reasonable discretion).

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) respects entries in conformity with GAAP and all material applicable Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities and (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance prior notice, to (i) visit and inspect any of its propertiesproperties and examine and, (ii) examine and at the US Borrower’s expense, make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired (iiisubject to the immediately succeeding sentence) and to discuss the business, operations, properties and financial and other condition of Holdings, the US Borrower and its Restricted Subsidiaries with officers and employees of Holdings, the US Borrower and its Restricted Subsidiaries and with its their respective independent certified public accountants (subject to such accountants; provided that (x) ’ policies and procedures). Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing, such visits, inspections and examinations shall only the Administrative Agent as representative of the Lenders may exercise rights of be conducted by the Administrative Agent and the Lenders pursuant shall be limited to this Section 6.6 one per fiscal year plus any additional visits in connection with Lender meetings (and the Administrative Agent shall not exercise such rights more often than only one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance noticeUS Borrower’s expense). The Administrative Agent and the Lenders shall give the US Borrower the opportunity to participate in any discussions with the US Borrower’s independent public accountants. In no event shall Notwithstanding anything to the contrary in this Section 5.6, none of Holdings, the US Borrower or any Subsidiary of the Restricted Subsidiaries will be required to discussdisclose, provide or otherwise make available for reviewpermit the inspection, examination or inspection making copies or copying abstracts of, or discussion of, any documentation document, information or other matter that (a) constitutes trade secrets or proprietary information, (b) 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 (c) is subject to attorney-client or similar privilege or constitutes attorney work product doctrineproduct.

Inspection of Property; Books and Records; Discussions. (a) Keep In the case of the Borrower, keep proper books of records and account in which full, true and correct (a manner to allow financial statements to be prepared in all material respects) entries respects in conformity with GAAP shall be made consistently applied in respect of all dealings material financial transactions and transactions in relation to matters involving the material assets and business of the Borrower and its business Subsidiaries, taken as a whole; and activities and (b) permit representatives of the Administrative Agent or any Lenderto, at reasonable times during in consultation with the Borrower and its business hours at reasonable intervals and upon reasonable advance noticeadvisors, to (i) visit and inspect any of its propertiesproperties and examine and, (ii) examine and to the extent reasonable, make abstracts from any of its books and records (other than (a) all data and information used to calculate any “measurement month average” or (iiib) any “market value average” or any similar amount, however designated, under or in connection with any financing of Vehicles and/or other property or assets) and to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries the other Loan Parties with officers of the Borrower and its Subsidiaries the other Loan Parties and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired; provided that representatives of the Borrower may be present during any such visits, discussions and inspections. Notwithstanding anything to the contrary in this Agreement, none of the Borrower or any other Loan Party will be required to disclose or permit the inspection or discussion of any document, information or other matter (xi) so long as no Event that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of Default has occurred and is continuing, only which disclosure to the Administrative Agent as representative of or the Lenders may exercise rights (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product. Notices. Promptly give notice to the Administrative Agent and the Lenders pursuant for delivery to this Section 6.6 each Lender (and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent agrees to make and the Lenders and (y) at any time when an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrine.so deliver copies thereof):

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) entries in conformity with GAAP GAAP, all Requirements of Law, including but not limited to, HMO Regulations and Insurance Regulations, and the terms hereof shall be made of all dealings and transactions in relation to its business and activities activities; and (b) permit permit, upon reasonable notice, representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, Bank to (i) visit and inspect any of its properties, (ii) properties and examine and make abstracts from any of its books and records at any reasonable time and (iii) as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrower Company and its Subsidiaries with officers and employees of the Borrower Company and its Subsidiaries and with its independent certified public accountants; provided that (x) so long as no . . Promptly give notice to the Agent and each Bank of: the occurrence of any Default or Event of Default has occurred and is continuing, only the Administrative Agent as representative Default; any (i) default or event of default under any Contractual Obligation of the Lenders Company or any of its Subsidiaries or (ii) litigation, investigation or proceeding which exists at any time between the Company or any of its Subsidiaries and any Governmental Authority (including, without limitation, HMO Regulators and Insurance Regulators), which in either case, if not cured or if adversely determined, as the case may exercise rights be, could reasonably be expected to have a Material Adverse Effect; the commencement of any litigation or proceeding or a material development or material change in any ongoing litigation or proceeding affecting the Company or any of its Subsidiaries as a result of which commencement, development or change the Company or one of its Subsidiaries could reasonably be expected to incur a liability (as a result of an adverse judgment or ruling, settlement, incurrence of legal fees and expenses or otherwise) of $10,000,000 or more and not covered by insurance or in which material injunctive or similar relief is sought; the following events, as soon as possible and in any event within 30 days after the Company knows thereof: (i) the occurrence or expected occurrence of any Reportable Event with respect to any Plan, or any withdrawal from, or the termination, Reorganization or Insolvency of any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or the Company or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the terminating, Reorganization or Insolvency of, any Plan; a development or event which could reasonably be expected to have a Material Adverse Effect; the material non-compliance with any Requirement of Law or material Contractual Obligation, including, without limitation, HMO Regulations and Insurance Regulations, that is not currently being contested in good faith by appropriate proceedings; the revocation of any material license, permit, authorization, certificate or, qualification of the Administrative Agent Company or any Subsidiary by any Governmental Authority, including, without limitation, the HMO Regulators and Insurance Regulators; and any significant change in or material additional restriction placed on the Lenders ability of a Significant Subsidiary to continue business as usual, including, without limitation, any such restriction prohibiting the payment to the Company of dividends by any Significant Subsidiary, by any Governmental Authority, including, without limitation, the HMO Regulators and Insurance Regulators. Each notice pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which subsection shall be at the expense accompanied by a statement of a Responsible Officer setting forth details of the Administrative Agent occurrence referred to therein and stating what action the Lenders and (y) at any time when an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity Company proposes to participate in any discussions take with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrinerespect thereto.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) entries in conformity with GAAP (it being understood and agreed that any Foreign Subsidiary may maintain additional individual books and records in a manner that permits preparation of its financial statements in accordance with the generally accepted accounting principles that are applicable in its jurisdiction of organization and that such maintenance shall be made not constitute a breach of all dealings and transactions in relation to its business and activities the representations, warranties or covenants hereunder) and (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, Lender to (i) visit and inspect any of its properties, (ii) properties and examine and make abstracts from any of its books and records at any reasonable time and (iii) as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries Group Members with officers and employees of the Borrower and its Subsidiaries Group Members and with its their independent certified public accountants (subject to such accountants’ customary policies and procedures), all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrowers; provided that (x) so long as no that, absent the existence of an Event of Default has occurred and is continuingDefault, only the Administrative Agent as representative of the Lenders may exercise rights expenses of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than for one time inspection during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time Borrowers’ expense; provided, further, that when an Event of Default has occurred and is continuingexists, the Administrative Agent or any Lender (or any of their its respective representativesrepresentatives or independent contractors) and the 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 Lenders shall give the Borrower Borrowers the opportunity to participate in any discussions with the Borrower’s Borrowers’ independent public accountants. In no event shall Notwithstanding anything to the contrary in this Section 6.6, none of Holdings, either Borrower or any Subsidiary of their respective Subsidiaries will be required to discussdisclose, provide or otherwise make available for reviewpermit the inspection, examination or inspection making copies or copying abstracts of, or discussion of, any documentation document, information or other matter that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding agreement or (c) is subject to attorney-client or similar privilege or constitutes attorney work product doctrineproduct; provided that, to the extent legally permissible, the Borrowers shall notify the Administrative Agent that any such document, information or other matter is being withheld pursuant to clauses (a), (b) or (c) of this Section 6.6 and shall use commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate such restrictions and to eliminate such restrictions.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) 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 and (b) at reasonable times on five (5) Business Days’ prior written notice to the Borrower (provided that no notice is required if an Event of Default has occurred and is continuing), permit representatives and independent contractors of the Administrative Agent (or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, Lender electing to (iaccompany the Administrative Agent) to visit and inspect any of its properties, (ii) perform field examinations and audits, and examine and make abstracts from any of its books and records at any reasonable time and (iii) as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrower Group Members with officers, directors and its Subsidiaries with officers employees of the Borrower and its Subsidiaries Group Members and with its their independent certified public accountants; provided that (x) so long as no Event of Default has occurred such inspections, field examinations and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent audits shall not exercise such rights be undertaken more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and frequently once every twelve (y12) at any time when months unless an Event of Default has occurred and is continuing, in which case such inspections, field examinations and audits shall occur as often as the Administrative Agent shall reasonably determine. Notwithstanding anything to the contrary contained herein or any other provision of the Loan Documents, no Loan Party nor any of its Subsidiaries shall be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to any Lender (or their respective representatives or independent contractors) is prohibited by any Requirements of Law or any binding agreement with a third party (so long as such agreement is not entered into in contemplation of this Agreement) or (iii) that is subject to attorney-client or similar privilege, which could reasonably be expected to be lost or forfeited if disclosed to the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrine.Lender

Inspection of Property; Books and Records; Discussions. Permit Agent and each Bank, through their authorized attorneys, accountants and representatives (a) Keep proper books to examine Company's and each Guarantor's books, accounts, records, ledgers and assets and properties of records every kind and account in which fulldescription (including without limitation, true and correct (in all material respectspromissory notes, security agreements, customer applications, vehicle title certificates, chattel paper, Uniform Commercial Code filings) entries in conformity with GAAP shall be made wherever located at all reasonable times during normal business hours, upon oral or written request of all dealings and transactions in relation to its business and activities Agent or such Bank, and (b) permit representatives at any time and from time to time at the request of the Administrative Majority Banks, to conduct full or partial collateral audits, provided, however that prior to the occurrence and continuance of any Event of Default, the Company shall be required to reimburse the Agent and the Banks for all reasonable costs and expenses of no more than one full collateral audit per year and after the occurrence and during the continuance of an Event of Default, the Company shall be required to reimburse the Agent and the Banks for all reasonable costs and expenses of all collateral audits; and permit Agent and each Bank or any Lendertheir authorized representatives, at reasonable times during its business hours at reasonable intervals and upon reasonable advance noticeintervals, to (i) visit all of their respective offices, discuss their respective financial matters with their respective officers and inspect any of its properties, (ii) examine and make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries with officers of the Borrower and its Subsidiaries and with its independent certified public accountants; , and, by this provision, Company authorizes such accountants to discuss the finances and affairs of Company and its Guarantors (provided that (x) so long as no Event of Default has occurred and Company is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when given an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in such discussions) and examine any discussions with of its or their books and other corporate records. Notwithstanding the Borrower’s independent public accountants. In no event foregoing, all information furnished to the Agent or the Banks hereunder shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrinethe undertaking of the banks set forth in Section 14.12 hereof.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) respects entries in conformity with GAAP and all material applicable Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities and (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance prior notice, to (i) visit and inspect any of its propertiesproperties and examine and, (ii) examine and at the Initial Borrower’s expense, make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired (iiisubject to the immediately succeeding sentence) and to discuss the business, operations, properties and financial and other condition of the Initial Borrower and its Subsidiaries the Borrower Group Members with officers and employees of the Initial Borrower and its Subsidiaries the Borrower Group Members and with its their respective independent certified public accountants (subject to such accountants; provided that (x) ’ policies and procedures). Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing, such visits, inspections and examinations shall only be conducted by the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent Agents and the Lenders pursuant shall be limited to this Section 6.6 one per fiscal year plus any additional visits in connection with Lender meetings (and the Administrative Agent shall not exercise such rights more often than only one time during any calendar year each of which shall be at the Borrower Loan Parties’ expense of the Administrative Agent and the Lenders and (y) at any time when an so long as no Default or Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice). The Administrative Agent Agents and the Lenders shall give the Initial Borrower the opportunity to participate in any discussions with the Initial Borrower’s independent public accountants. In no event shall Notwithstanding anything to the contrary in this Section 5.6, neither the Initial Borrower or nor any Subsidiary Borrower Group Member will be required to discussdisclose, provide or otherwise make available for reviewpermit the inspection, examination or inspection making copies or copying abstracts of, or discussion of, any documentation document, information or other matter that (i) constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to any Agent or any Lender (or their respective representatives or contractors) is prohibited by any Requirement of Law or any binding agreement (and such prohibition is not created in contemplation of this Agreement) or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product doctrineproduct. For the avoidance of doubt, this Section 5.6 does not govern field examinations or inventory appraisals, which are governed by Section 5.2(d).

Inspection of Property; Books and Records; Discussions. (ai) Keep In the case of the Parent Borrower, keep proper books of and records and account in which full, true and correct (in all material respects) entries a manner to allow financial statements to be prepared in conformity with GAAP shall be made consistently applied in respect of all dealings material financial transactions and transactions in relation to matters involving the material assets and business of the Parent Borrower and its business and activities Restricted Subsidiaries, taken as a whole; and (bii) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) visit and inspect any of its propertiesproperties and examine and, (ii) examine and to the extent reasonable, make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial and other condition of the Parent Borrower and its Restricted Subsidiaries with officers of the Parent Borrower and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice; provided that (xa) so long as no except during the continuation of an Event of Default has occurred and is continuingDefault, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise one such rights more often than one time during any calendar visit per year each of which shall be at the expense of the Administrative Agent and the Lenders Parent Borrower’s expense, and (yb) at any time when during the continuation of an Event of Default has occurred and is continuingDefault, the Administrative Agent or any Lender (or any of their respective representatives) its representatives may do any of the foregoing at the expense Parent Borrower’s expense; and provided, further, that representatives of the Borrower Representative may be present during any such visits, discussions and inspections. Each Borrower shall keep records of its Inventory in a manner to allow the Borrowing Base Certificate to be prepared in accordance with this Agreement. Upon the Administrative Agent’s reasonable request, the Parent Borrower will provide a summary inventory report (based on its customary methodology and, in form and substance, as prepared for its internal purposes) no more than once per year and at a time prepared by the Parent Borrower for its internal purposes in its ordinary course of business. Notwithstanding anything to the contrary in Subsection 7.2(g) or in this Subsection 7.6 or in any time other provision of any Loan Document, none of the Parent Borrower or any Restricted Subsidiary will be required to disclose, or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives) 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) At reasonable times during normal business hours and upon reasonable advance noticeprior notice that the Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Restricted Subsidiaries will grant access to the Administrative Agent (including employees of the Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to such Person’s premises, books, records, accounts and Inventory so that (i) the Administrative Agent or an appraiser retained by the Administrative Agent may conduct an Inventory appraisal and (ii) the Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the Administrative Agent may deem reasonably necessary or appropriate, including evaluation of the Parent Borrower’s practices in the computation of the Borrowing Base. Unless an Event of Default exists, or if previously approved by the Borrower Representative, no environmental assessment by the Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. The Administrative Agent may conduct one field examination and one Inventory appraisal in any calendar year that Excess Availability has not been less than 10.0% of Availability for a period of 10 consecutive Business Days during such calendar year, and the Lenders Administrative Agent may conduct in any calendar year, at the Loan Parties’ expense, up to two field examinations and two Inventory appraisals if Excess Availability falls below 10.0% of Availability for 10 consecutive Business Days at any time in such calendar year. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuance of any Event of Default the Administrative Agent may cause such additional field examinations and Inventory appraisals to be taken for each of the Loan Parties as the Administrative Agent in its reasonable discretion determines are necessary or appropriate (each, at the expense of the Loan Parties). All amounts chargeable to the applicable Borrowers under this Subsection 7.6(b) shall give constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder. Notwithstanding the foregoing, the Borrower Representative may at any time, in its sole discretion, instruct the opportunity Administrative Agent in writing to participate suspend the inclusion of any Eligible Inventory in the Borrowing Base and from and after any discussions with such suspension the Borrower’s independent public accountantsAdministrative Agent may not conduct any Inventory appraisals. In no event shall Following any such suspension, at any time the Borrower or Representative may instruct the Administrative Agent in writing to terminate such suspension period and include Eligible Inventory in the Borrowing Base on the conditions and terms set forth herein, provided that the Administrative Agent has the right to conduct an Inventory appraisal prior to including any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrineEligible Inventory in the Borrowing Base.

Inspection of Property; Books and Records; Discussions. Permit Agent and each Bank, through their authorized attorneys, accountants and representatives (a) Keep proper books at all reasonable times during normal business hours, upon the request of records Agent or such Bank, to examine Company's and account in which fulleach Subsidiary's books, true accounts, records, ledgers and correct (in all material respects) entries in conformity with GAAP shall be made assets and properties of all dealings every kind and transactions in relation to its business and activities and description wherever located; (b) permit representatives at any time and from time to time, upon the request of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance noticeMajority Banks, to conduct full or partial collateral audits of Company and the Subsidiaries to be completed by an auditing firm as may be selected by Agent and the Majority Banks and consented to by Company (i) visit such consent not to be unreasonably withheld), with all reasonable costs and inspect any expenses of its propertiessuch audits to be reimbursed by Company, (ii) examine and make abstracts from any of its books and records and (iii) to discuss the businessprovided that, operations, properties and financial and other condition of the Borrower and its Subsidiaries with officers of the Borrower and its Subsidiaries and with its independent certified public accountants; provided that (x) so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when an or Event of Default has occurred and is continuing, the Administrative Company shall not be obligated to reimburse Agent and the Banks for more than one such audit in any calendar year and provided further that Company shall be obligated to reimburse Agent and the Banks for all collateral audits performed after the occurrence and during the continuance of a Default or any Lender Event of Default; and (c) permit Agent and each Bank or any their authorized representatives, at reasonable times and intervals, to visit all of their respective representatives) may do offices, discuss their respective financial matters with their respective officers and independent certified or chartered public accountants, as applicable, and, by this provision, Company authorizes such accountants to discuss the finances and affairs of Company and the Subsidiaries and examine any of its or their books and other corporate records. Notwithstanding the foregoing at foregoing, all information furnished to the expense Agent or the Banks hereunder shall be subject to the undertaking of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate Banks set forth in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrineSection 12.11 hereof.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) entries in conformity with GAAP (or the applicable foreign equivalent in the case of Foreign Subsidiaries) and all Requirements of Law shall be made of all dealings financial transactions and transactions in relation to its matters involving the assets and business and activities of such Person and (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) visit and inspect any of its properties, (ii) properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours and (iii) as often as may reasonably be desired, upon reasonable advance notice to the Borrower Representative, and to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries Group Members with officers and employees of the Borrower and its Subsidiaries Group Members and with its their independent certified public accountantsaccountant, in each case at the Loan Parties’ expense; provided that (x) so long as no Event of Default has occurred and is continuing, the Loan Parties shall only be obligated to reimburse the Administrative Agent as representative for the expenses of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise one such rights more often than one time during any visit per calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when unless an Event of Default has occurred and is continuing, in which case the Loan Parties shall be obligated to reimburse the Administrative Agent for the expenses of each visit conducted while an Event of Default is continuing). Each Loan Party which keeps records relating to Collateral in the Province of Quebec shall at all times keep a duplicate copy thereof at a location outside the Province of Quebec, as listed in Schedule 6.6. Any Lender may accompany the Administrative Agent in connection with any visit and inspection at such Lender’s expense. Notwithstanding anything to the contrary in this Section 6.6, none of the Group Members will be required to disclose or permit the inspection or discussion of, any document, information or other matter (x) that constitutes non-financial trade secrets or non-financial proprietary information, (y) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower is prohibited by law or any Subsidiary be required to discuss, provide binding agreement or otherwise make available for review, examination or inspection or copying any documentation (z) that is subject to attorney-client or similar privilege or constitutes attorney work product doctrineproduct.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) respects entries in conformity with GAAP and all material applicable Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities and (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance prior notice, to (i) visit and inspect any of its propertiesproperties and examine and, (ii) examine and at the US Borrower’s expense, make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired (iiisubject to the immediately succeeding sentence) and to discuss the business, operations, properties and financial and other condition of Holdings, the US Borrower and its Restricted Subsidiaries with officers and employees of Holdings, the US Borrower and its Restricted Subsidiaries and with its their respective independent certified public accountants (subject to such accountants; provided that (x) ’ policies and procedures). Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, such visits, inspections and examinations shall only the Administrative Agent as representative of the Lenders may exercise rights of be conducted by the Administrative Agent and the Lenders pursuant shall be limited to this Section 6.6 one (1) visit per fiscal year plus any additional visits in connection with Lender meetings (and the Administrative Agent shall not exercise such rights more often than only one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance noticeUS Borrower’s expense). The Administrative Agent and the Lenders shall give the US Borrower the opportunity to participate in any discussions with the US Borrower’s independent public accountants. In no event shall Notwithstanding anything to the contrary in this Section 5.6, none of Holdings, the US Borrower or any Subsidiary of the Restricted Subsidiaries will be required to discussdisclose, provide or otherwise make available for reviewpermit the inspection, examination or inspection making copies or copying abstracts of, or discussion of, any documentation document, information or other matter that (a) constitutes trade secrets or proprietary information, (b) 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 (c) is subject to attorney-client or similar privilege or constitutes attorney work product doctrineproduct.

Inspection of Property; Books and Records; Discussions. Permit Agent and each Bank, through their authorized attorneys, accountants and representatives (a) Keep proper books at all reasonable times during normal business hours, upon the request of records Agent or such Bank, to examine each Party’s books, accounts, records, ledgers and account in which full, true assets and correct (in all material respects) entries in conformity with GAAP shall be made properties of all dealings every kind and transactions in relation to its business and activities and description wherever located; (b) permit representatives at any time and from time to time, upon the request of the Administrative Agent (at the direction or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance noticewith the concurrence of the Majority Banks), to (i) visit and inspect any of its properties, (ii) examine and make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial and other condition conduct full or partial collateral audits of the Borrower Parties to be completed by an appraiser as may be selected by Agent and its Subsidiaries the Majority Banks and consented to by the Borrowers (such consent not to be unreasonably withheld), with officers all reasonable costs and expenses of such audits to be reimbursed by the Borrower and its Subsidiaries and with its independent certified public accountants; Borrowers, provided that (x) that, so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when an or Event of Default has occurred and is continuing, the Administrative Borrowers shall not be obligated to reimburse Agent and the Banks for more than two (2) such audits in any calendar year and provided further, that Borrowers shall be obligated to reimburse Agent and Banks for all collateral audits performed after the occurrence and during the continuance of a Default or any Lender Event of Default; and (c) permit Agent and each Bank or any their authorized representatives, at reasonable times to visit all of their respective representatives) may do offices, discuss their respective financial matters with their respective officers and independent certified or chartered public accountants, as applicable, and, by this provision, the Borrowers authorize such accountants to discuss the finances and affairs of any of Party (provided that 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 Lenders shall give the Borrower the Borrowers are given an opportunity to participate in such discussions) and examine any discussions with of its or their books and other corporate records. Notwithstanding the Borrower’s independent public accountants. In no event foregoing, all information furnished to the Agent or the Banks hereunder shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrinethe undertaking of the Banks set forth in Section 14.11 hereof.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) entries in conformity with GAAP and all Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities and (b) permit representatives of the Administrative Agent or Agent, and any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance noticeagent designated by the Administrative Agent, to (i) visit and inspect any of its properties, (ii) properties and examine and NAI-1513061749v11 55 make abstracts from any of its books and records at any reasonable time and (iii) as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries Group Members with officers and employees of the Borrower and its Subsidiaries Group Members and with its their independent certified public accountants; provided that (x) so long as no Event of Default has occurred and is continuingthat, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time once during any calendar year each of which shall be at the expense of (it being understood that any expenses incurred by the Administrative Agent and in connection therewith shall be subject to reimbursement by the Lenders and (y) at any time Borrower in accordance with Section 10.5); provided, further, that when an Event of Default has occurred and is continuingexists, the Administrative Agent or any Lender (or any of their respective representativesits agents) may do any of the foregoing (at the expense of the Borrower Borrower) at any time during normal business hours and upon reasonable advance notice. The Notwithstanding anything to the contrary in this Section, neither the Borrower nor any Subsidiary shall be required to disclose, permit the inspection, examination 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 and the Lenders shall give the Borrower the opportunity to participate in (or its agents) is prohibited by applicable law or any discussions with the Borrower’s independent public accountants. In no event shall binding confidentiality agreement between the Borrower or any Subsidiary be required to discussand a Person that is not the Borrower or any Subsidiary not entered into in contemplation of preventing such disclosure, provide or otherwise make available for reviewinspection, examination or inspection discussion or copying any documentation (iii) is subject to attorney-client or similar privilege or work product doctrineconstitutes attorney work-product.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books At any reasonable time during normal business hours with prior notice, or at any time without notice if a Default or Event of records Default shall have occurred and account be continuing, each Credit Party shall permit any authorized representative(s) designated by any Agent to visit and inspect any of its assets, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence with regulators and other data relating to their respective businesses or the transactions contemplated by the Loan Documents (including in which fullconnection with environmental compliance, true hazard, liability or insurance programs), and correct to discuss their affairs, finances and accounts with their officers and independent certified public accountants. The visitations and/or inspections by or on behalf of any Agent shall be at the Credit Parties’ expense and all costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection therewith shall constitute Lender Expenses hereunder; provided that so long as no Event of Default is continuing, the Credit Parties shall not be obligated to pay for more than such visitations and/or inspections in any twelve (12)-month period specified in SECTION 8.04(b) and 8.04(c) below. Each Credit Party shall keep and maintain in all material respects) respects proper, complete and accurate books of record and account, in which entries in conformity with GAAP shall be made of all dealings and financial transactions and the assets and business of such Credit Party in relation to its business their respective businesses and activities and (b) permit representatives of the Administrative Agent or any Lenderactivities, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) visit and inspect any of its properties, (ii) examine and make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial including transactions and other condition of dealings with respect to the Borrower and its Subsidiaries with officers of the Borrower and its Subsidiaries and with its independent certified public accountants; provided that (x) so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when Collateral. If an Event of Default has occurred and is continuingcontinuing and the Loans have been accelerated, the Administrative Borrower, upon the Administrative Agent or Collateral Agent’s request, shall make copies of or turn over any Lender such records to the Administrative Agent, the Collateral Agent or their representatives. (or b) Upon three (3) Business Days’ prior written notice to the Credit Parties, each Credit Party shall permit any authorized representatives of their respective representatives) may do the Collateral Agent to conduct a field examination, at the Borrower’s expense, of any of the foregoing properties of such Credit Party, including its and their financial and accounting records, and to make copies and take extracts therefrom, and to discuss its and their affairs, finances and business with its and their officers and certified public accountants, at the expense of the Borrower at any time such reasonable times during normal business hours and upon reasonable advance notice. The Administrative Agent and and, subject to the Lenders proviso set forth below, as often as may be reasonably requested (a “Field Examination”); provided that so long as no Event of Default is continuing, the Borrowers shall give not be obligated to pay the Borrower the opportunity to participate costs of more than four (4) field exams in any discussions with twelve (12) -month period. (c) Each Credit Party shall permit any authorized representatives of the BorrowerCollateral Agent to conduct an appraisal of the Inventory of such Credit Party at such Credit Party’s independent public accountants. In expense; provided that so long as no event Event of Default is continuing, the Borrowers shall not be obligated to pay the Borrower or costs of more than two (2) such Inventory appraisals in any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrinetwelve (12) - month period.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account accounts in which full, true and correct (in all material respects) entries in conformity with GAAP (or Canadian GAAP, as applicable) and all Requirements of Law shall be made of all dealings and transactions in relation to its businesses and activities; and permit, during regular business hours and activities and (b) permit representatives of the upon reasonable notice by an Administrative Agent or any LenderLender (such notice not to be required during the occurrence and continuance of an Event of Default), at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, an Administrative Agent or any Lender to (i) visit and inspect any of its properties, (ii) properties and examine and make abstracts from any of its books and records (other than materials protected by the attorney-client privilege and (iiimaterials which the Credit Parties may not disclose without violation of a confidentiality obligation binding upon it) at any reasonable time and as often as may reasonably be desired and all at the expense of the Borrowers, and to discuss the business, operations, properties and financial and other condition of the Borrower Credit Parties and its their Subsidiaries with directors and officers of the Borrower Credit Parties and its their Subsidiaries and with its independent certified public accountants; provided that (x) so long as no provided, however, excluding any such visits and inspections during the continuation of an Event of Default has occurred and is continuingDefault, only the Domestic Administrative Agent as representative on behalf of the Lenders may exercise rights of the Administrative Agent conduct such visits and inspections and the Lenders pursuant to this Section 6.6 and the Domestic Administrative Agent shall not exercise such rights more often than one time two times during any calendar year each absent the existence of which an Event of Default and only one such time shall be at the Borrowers' expense of the Administrative Agent and the Lenders and (y) at any time provided, further, that, when an Event of Default has occurred and is continuingexists, the any Administrative Agent or any Lender (or any of their respective representativesrepresentatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable without advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrine.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) entries in conformity with GAAP (or the applicable foreign equivalent in the case of Foreign Subsidiaries) and all Requirements of Law shall be made of all dealings financial transactions and transactions in relation to its matters involving the assets and business of such Person and activities and (bxxxii) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) visit and inspect any of its properties, (ii) properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours and (iii) as often as may reasonably be desired, upon reasonable advance notice to the Borrower Representative, and to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries Group Members with officers and employees of the Borrower and its Subsidiaries Group Members and with its their independent certified public accountantsaccountant, in each case at the Loan Parties’ expense; provided that (x) so long as no Event of Default has occurred and is continuing, the Loan Parties shall only be obligated to reimburse the Administrative Agent as representative for the expenses of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise one such rights more often than one time during any visit per calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when unless an Event of Default has occurred and is continuing, in which case the Loan Parties shall be obligated to reimburse the Administrative Agent for the expenses of each visit conducted while an Event of Default is continuing). Each Loan Party which keeps records relating to Collateral in the Province of Quebec shall at all times keep a duplicate copy thereof at a location outside the Province of Quebec, as listed in Schedule 6.6. Any Lender may accompany the Administrative Agent in connection with any visit and inspection at such Lxxxxx’s expense. Notwithstanding anything to the contrary in this Section 6.6, none of the Group Members will be required to disclose or permit the inspection or discussion of, any document, information or other matter (x) that constitutes non-financial trade secrets or non-financial proprietary information, (y) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower is prohibited by law or any Subsidiary be required to discuss, provide binding agreement or otherwise make available for review, examination or inspection or copying any documentation (z) that is subject to attorney-client or similar privilege or constitutes attorney work product doctrineproduct.

Inspection of Property; Books and Records; Discussions. (a) Keep (i) In the case of the Parent, keep proper books of and records and account in which full, true and correct (in all material respects) entries a manner to allow financial statements to be prepared in conformity with GAAP shall be made consistently applied in respect of all dealings material financial transactions and transactions in relation to matters involving the material assets and business of the Parent and its business and activities Restricted Subsidiaries, taken as a whole; and (bii) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) visit and inspect any of its propertiesproperties and examine and, (ii) examine and to the extent reasonable, make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial and other condition of the Borrower Parent and its Restricted Subsidiaries with officers of the Borrower Parent and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired; provided that (x) so long as no Event representatives of Default has occurred the Borrower Representative may be present during any such visits, discussions and is continuing, only inspections. Each Borrower shall keep records of its Inventory in a manner to allow the Borrowing Base Certificate to be prepared in accordance with this Agreement. Upon the Administrative Agent Agent’s reasonable request, the Parent will provide a summary inventory report (based on its customary methodology and, in form and substance, as representative prepared for its internal purposes) no more than once per year and at a time prepared by the Parent for its internal purposes in its ordinary course of business. Notwithstanding anything to the contrary in Subsection 7.2(f) or in this Subsection 7.6, none of the Lenders may exercise rights of Parent or any Restricted Subsidiary will be required to disclose, or permit the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during inspection or discussion of, any calendar year each document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when an Event of Default has occurred and is continuing, disclosure to the Administrative Agent or any Lender the Lenders (or any of their respective representatives) may do is prohibited by Law or any of the foregoing at the expense of the Borrower at any time binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product. (b) At reasonable times during normal business hours and upon reasonable advance noticeprior notice that the Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent and its Restricted Subsidiaries will grant access to the Administrative Agent (including employees of the Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to such Person’s premises, books, records, accounts and Inventory so that (i) the Administrative Agent or an appraiser retained by the Administrative Agent may conduct an Inventory appraisal and (ii) the Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the Administrative Agent may deem reasonably necessary or appropriate, including evaluation of the Parent’s practices in the computation of the Borrowing Base. Unless an Event of Default exists, or if previously approved by the Borrower Representative, no environmental assessment by the Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. The Administrative Agent may conduct one field examination and one Inventory appraisal in any calendar year that Excess Availability has not been less than 15.0% of Availability for a period of 10 consecutive Business Days during such calendar year, and the Lenders Administrative Agent may conduct in any calendar year, at the Loan Parties’ expense, up to two field examinations and two Inventory appraisals if Excess Availability falls below 15.0% of Availability for 10 consecutive Business Days at any time in such calendar year. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuance of any Event of Default the Administrative Agent may cause such additional field examinations and Inventory appraisals to be taken for each of the Loan Parties as the Administrative Agent in its reasonable discretion determines are necessary or appropriate (each, at the expense of the Loan Parties). All amounts chargeable to the applicable Borrowers under this Subsection 7.6(b) shall give constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder. Notwithstanding the foregoing, the Borrower Representative may at any time, in its sole discretion, instruct the opportunity Administrative Agent in writing to participate suspend the inclusion of any Eligible Inventory in the Borrowing Base and from and after any discussions with such suspension the Borrower’s independent public accountantsAdministrative Agent may not conduct any Inventory appraisals. In no event shall Following any such suspension, at any time the Borrower or Representative may instruct the Administrative Agent in writing to terminate such suspension period and include Eligible Inventory in the Borrowing Base on the conditions and terms set forth herein, provided that the Administrative Agent has the right to conduct an Inventory appraisal prior to including any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrineEligible Inventory in the Borrowing Base.

Inspection of Property; Books and Records; Discussions. The ------------------------------------------------------ Parent Guarantor shall, and shall cause each of its Subsidiaries to, permit any authorized representative(s) designated by either the Agent or any Lender to visit and inspect, whether by access to the Parent Guarantor's and its Subsidiaries' MIS or otherwise, any of the Property, to examine, audit, check and make copies of its respective financial and accounting records, books, journals, orders, receipts and any correspondence (aother than privileged correspondence with legal counsel) Keep and other data relating to their respective businesses or the transactions contemplated hereby or referenced herein (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers, management personnel, and independent certified public accountants, all upon reasonable written notice (delivered no less than two Business Days in advance of the visit, except when a Potential Event of Default or Event of Default has occurred and is continuing) and at such reasonable times during normal business hours, as often as may be reasonably requested. Each such visitation and inspection (i) by or on behalf of any Lender shall be at such Lender's expense and (ii) by or on behalf of the Agent shall be at the Parent Guarantor's expense. The Parent Guarantor shall keep and maintain, and cause each of its Subsidiaries to keep and maintain, in all material respects on its MIS and otherwise proper books of records record and account in which full, true and correct (in all material respects) entries in conformity with GAAP shall be made of all dealings and transactions in relation to its business respective businesses and activities and (b) permit representatives of the Administrative Agent or any Lenderactivities, at reasonable times during its business hours at reasonable intervals and upon reasonable advance noticeincluding, to (i) visit and inspect any of its propertieswithout limitation, (ii) examine and make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial transactions and other condition of dealings with respect to the Borrower and its Subsidiaries with officers of the Borrower and its Subsidiaries and with its independent certified public accountants; provided that (x) so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when Collateral. If an Event of Default has occurred and is continuing, the Administrative Parent Guarantor, upon the Agent's request, shall, and shall cause each of its Subsidiaries to, turn over copies of any such records to the Agent or any Lender (or any of their respective its representatives) 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 Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrine.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account accounts in which full, true and correct (in all material respects) 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 and (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) visit and inspect any of its properties, (ii) examine and make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries with officers of the Borrower and its Subsidiaries and with its independent certified public accountants; provided that (x) so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when an Event of Default has occurred and is continuing, provide the Administrative Agent or any Lender (or any and their agents access to the premises of their respective representatives) may do any of the foregoing at the expense of the Borrower each Loan Party and Precision Group Member at any time and from time to time, during normal business hours and upon reasonable advance noticenotice under the circumstances, and at any time after the occurrence and during the continuance of a Default or Event of Default, for the purposes of (A) inspecting and verifying the Collateral and the Borrowing Base, (B) inspecting and copying (at the Loan Parties' expense) any and all records pertaining thereto, and (C) discussing the affairs, finances and business of any Loan Party and Precision Group Member with any officer, employee or director of any Loan Party or Precision Group Member or with the certified public accountants which reported on or have been engaged to report on any financial statements delivered or to be delivered pursuant to Section 6.1(a) (the "Auditors"), all of whom are hereby authorized to disclose to the Administrative Agent, the Lenders and their agents all financial statements, work papers, and other information relating to such affairs, finances or business. The Without limiting the obligations of Holdco and the Borrower under Section 10.5, the Loan Parties shall reimburse the Administrative Agent and the Lenders shall give for the reasonable travel and related expenses of the Administrative Agent's and the Lenders' employees or, at the Administrative Agent's discretion, reasonably exercised, of such outside accountants or examiners as may be retained by the Administrative Agent to verify or inspect Collateral, records or documents of a Loan Party or Precision Group Member on a regular basis or for a special inspection if the Administrative Agent deems the same appropriate. If the Administrative Agent's or Lenders' own employees are used, the Borrower shall also pay such reasonable per diem allowance as the opportunity Administrative Agent or the Lenders may from time to participate in any discussions with time establish, or, if outside examiners or accountants are used, the Borrower’s independent public accountantsLoan Parties shall also pay the Administrative Agent and the Lenders such sum as the Administrative Agent and the Lenders may be obligated to pay as fees therefor. In no event Notwithstanding the foregoing, prior to the occurrence of a Default or Event of Default, the Loan Parties shall the Borrower or any Subsidiary not be required to discuss, provide or otherwise make available reimburse the Administrative Agent and the Lenders for review, examination or inspection or copying audits and inspections which occur more than one time during any documentation subject to attorneythree-client privilege or work product doctrinemonth period."

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) 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 and activities. (b) permit Permit representatives of the any Administrative Agent or employees of any Lender, at reasonable times Lender during its normal business hours at reasonable intervals and upon reasonable advance notice, to (i) to visit and inspect any of its properties, (ii) properties and examine and make abstracts from any of its books and records during regular business hours and as often as may reasonably be desired, but no more than twice per fiscal year so long as no Event of Default is outstanding, and (iiiii) to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries Group Members with officers and employees of the Borrower and its Subsidiaries Group Members and with its their independent certified public accountants; , in either case on reasonable prior notice and at the expense of such Administrative Agent or such Lender, provided that (x) so long as no at any time after the occurrence and during the continuance of an Event of Default has occurred Default, the reasonable costs and is continuing, only the Administrative Agent as representative expenses of the Lenders may exercise rights such Lender in respect of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise any such rights more often than one time during any calendar year each of which inspection shall be at the expense of the Borrower. (c) Permit any representatives designated by Revolving Administrative Agent (including any consultants, accountants, lawyers and appraisers retained by the Revolving Administrative Agent) to conduct evaluations and appraisals of the Borrower’s computation of the Borrowing Base and the assets included in the Borrowing Base and such other assets and properties of the Loan Parties as the Revolving Administrative Agent or Required Revolving Credit Lenders may require, all upon reasonable prior notice during normal business hours and as often as reasonably requested; provided that such evaluations shall not be conducted more often than once during each fiscal year of the Borrower and such appraisals shall not be conducted more often than once during each fiscal year of the Borrower (y) at exclusive in each case of any time when evaluations and appraisals conducted while an Event of Default has occurred and is continuing); provided further that during such time that Revolving Credit Facility Availability is less than the greater of (a) the lesser of (i) 15% of the aggregate Revolving Credit Commitments at such time and (ii) 15% of the Borrowing Base at such time and (b) $82,500,000, the Revolving Administrative Agent or shall have the right to conduct up to two such evaluations in any Lender (or any of their respective representatives) may do any of the foregoing at the expense fiscal year of the Borrower at and the right to conduct up to two such appraisals in any time during normal business hours and upon reasonable advance noticefiscal year of the Borrower. The Borrower shall pay the reasonable applicable fees (including reasonable and customary internally allocated fees of employees of the Revolving Administrative Agent as to which invoices have been furnished) and expenses of any such representatives retained by such Administrative Agent as to which invoices have been furnished to conduct any such evaluation or appraisal (it being understood that all such reasonable fees and expenses described in this sentence shall be in addition to the Lenders shall give collateral agency fee described in the Borrower the opportunity Agent’s Fee Letter to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrinewhich CGMI is a party).

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) entries in conformity with GAAP shall be made of all dealings and transactions in relation to its business and activities and (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) visit and inspect any of its properties, (ii) examine and make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries with officers of the Borrower and its Subsidiaries and with its independent certified public accountants; provided that (x) so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrine.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (correct, in all material respects) , entries in conformity with GAAP shall be made of all material dealings and transactions in relation to involving its business and activities in a manner that permits the preparation of financial statements in accordance with GAAP or the equivalent accounting principles in the relevant local jurisdiction (it being understood and agreed that certain Group Members may maintain individual books and records in conformity with generally accepted accounting principles in their respective countries of organization and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder) and (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, Lender to (i) visit and inspect any of its properties, (ii) properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours and (iii) as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries Group Members with officers and employees of the Group Members and with their independent certified public accountants upon reasonable advance notice to the Borrower and its Subsidiaries and with its independent certified public accountantsthe applicable Group Members; provided that (x) so long as no that, excluding any such visits and inspections during the continuation of an Event of Default has occurred and is continuingDefault, only the Administrative Agent as representative on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to under this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each absent the existence of which an Event of Default and only at such time shall it be at the expense of the Administrative Agent and the Lenders and Borrower’s expense; provided, further, (yi) at any time that when an Event of Default has occurred and is continuingexists, the Administrative Agent or any Lender (or any of their respective representativesrepresentatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The notice and (ii) the Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall Notwithstanding anything to the contrary in this Section 6.6, none of Holdings, the Borrower or nor any Restricted Subsidiary shall be required to discussdisclose, provide or otherwise make available for reviewpermit the inspection, examination or inspection making copies or copying abstracts of, or discussion of, any documentation 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 (iii) is subject to attorney-client privilege or work product doctrineprivilege.

Inspection of Property; Books and Records; Discussions. (ai) Keep In the case of the Parent Borrower, keep proper books of and records and account in which full, true and correct (in all material respects) entries a manner to allow financial statements to be prepared in conformity with GAAP shall be made consistently applied in respect of all dealings material financial transactions and transactions in relation to matters involving the material assets and business of the Parent Borrower and its business and activities Restricted Subsidiaries, taken as a whole; and (bii) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) visit and inspect any of its propertiesproperties and examine and, (ii) examine and to the extent reasonable, make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial and other condition of the Parent Borrower and its Restricted Subsidiaries with officers of the Parent Borrower and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice; provided that (xa) so long as no except during the continuation of an Event of Default has occurred and is continuingDefault, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise one such rights more often than one time during any calendar visit per year each of which shall be at the expense of the Administrative Agent and the Lenders Parent Borrower’s expense, and (yb) at any time when during the continuation of an Event of Default has occurred and is continuingDefault, the Administrative Agent or any Lender (or any of their respective representatives) its representatives may do any of the foregoing at the expense Parent Borrower’s expense; and provided, further, that representatives of the Borrower Representative may be present during any such visits, discussions and inspections. Each Borrower shall keep records of its Inventory in a manner to allow the Borrowing Base Certificate to be prepared in accordance with this Agreement. Upon the Administrative Agent’s reasonable request, the Parent Borrower will provide a summary inventory report (based on its customary methodology and, in form and substance, as prepared for its internal purposes) no more than once per year and at a time prepared by the Parent Borrower for its internal purposes in its ordinary course of business. Notwithstanding anything to the contrary in Subsection 7.2(g) or in this Subsection 7.6, none of the Parent Borrower or any time Restricted Subsidiary will be required to disclose, or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product. (b) At reasonable times during normal business hours and upon reasonable advance noticeprior notice that the Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Restricted Subsidiaries will grant access to the Administrative Agent (including employees of the Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to such Person’s premises, books, records, accounts and Inventory so that (i) the Administrative Agent or an appraiser retained by the Administrative Agent may conduct an Inventory appraisal and (ii) the Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the Administrative Agent may deem reasonably necessary or appropriate, including evaluation of the Parent Borrower’s practices in the computation of the Borrowing Base. Unless an Event of Default exists, or if previously approved by the Borrower Representative, no environmental assessment by the Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. The Administrative Agent may conduct one field examination and one Inventory appraisal in any calendar year that Excess Availability has not been less than 12.5% of Availability for a period of 10 consecutive Business Days during such calendar year, and the Lenders Administrative Agent may conduct in any calendar year, at the Loan Parties’ expense, up to two field examinations and two Inventory appraisals if Excess Availability falls below 12.5% of Availability for 10 consecutive Business Days at any time in such calendar year. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuance of any Event of Default the Administrative Agent may cause such additional field examinations and Inventory appraisals to be taken for each of the Loan Parties as the Administrative Agent in its reasonable discretion determines are necessary or appropriate (each, at the expense of the Loan Parties). All amounts chargeable to the applicable Borrowers under this Subsection 7.6(b) shall give constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder. Notwithstanding the foregoing, the Borrower Representative may at any time, in its sole discretion, instruct the opportunity Administrative Agent in writing to participate suspend the inclusion of any Eligible Inventory in the Borrowing Base and from and after any discussions with such suspension the Borrower’s independent public accountantsAdministrative Agent may not conduct any Inventory appraisals. In no event shall Following any such suspension, at any time the Borrower or Representative may instruct the Administrative Agent in writing to terminate such suspension period and include Eligible Inventory in the Borrowing Base on the conditions and terms set forth herein, provided that the Administrative Agent has the right to conduct an Inventory appraisal prior to including any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrineEligible Inventory in the Borrowing Base.

Inspection of Property; Books and Records; Discussions. (a) (i) Keep proper books of records and account in which full, true and correct (in all material respects) entries in conformity with GAAP shall be made and all material applicable Requirements of Law of all material dealings and transactions in relation to its business and activities and (bii) permit representatives of the Administrative Agent or any LenderAgent, at reasonable business times during its business hours at reasonable intervals and upon reasonable advance prior notice, to (i) visit and inspect any of its propertiesproperties and examine and, (ii) examine at the Borrowers’ expense, and make abstracts from any of its books and records as often as may reasonably be desired (subject to the immediately succeeding sentence) and (iii) to discuss the business, operations, properties and financial and other condition of Parent, the ABL Administrative Borrower and its Restricted Subsidiaries with officers and employees of Parent, the ABL Administrative Borrower and its Restricted Subsidiaries and with its their respective independent certified public accountants (subject to such accountants; provided that ’ policies and procedures). Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing (in which case there shall be no limits on such visits, inspections and examinations) such visits, inspections and examinations shall be limited to two per fiscal year (and, (x) so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the Borrowers’ expense of the Administrative Agent and the Lenders and (y) following the occurrence and during the continuance of an Event of Default, not more than two times at any time when the Borrowers’ expense); provided, however, that unless an Event of Default has occurred exists, (i) such inspections for environmental matters shall be limited to no more than once per fiscal year and is continuing, the Administrative Agent or any Lender (or any of their respective representativesii) may do any of the foregoing at the expense of the Borrower at any time during normal business hours all times such inspections for environmental matters shall be limited to non-intrusive and upon reasonable advance noticenon-invasive visual observations. The Administrative Agent and the Lenders shall give the ABL Administrative Borrower the opportunity to participate in any discussions with the ABL Administrative Borrower’s independent public accountants. In no event shall Notwithstanding anything to the contrary in this Section 5.6, none of Parent, the ABL Administrative Borrower or any Subsidiary of the Restricted Subsidiaries will be required to discussdisclose, provide or otherwise make available for reviewpermit the inspection, examination or inspection making copies or copying abstracts of, or discussion of, any documentation 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 doctrineproduct. (b) At the Administrative Agent’s discretion, no more frequently than once per fiscal year, the Loan Parties will, at their expense and upon the Administrative Agent’s request, permit any Persons designated by the Administrative Agent and reasonably satisfactory to the ABL Administrative Borrower to conduct a field examination and an inventory appraisal, in each case with respect to Collateral contained in the Borrowing Bases, at a reasonable business time and upon reasonable prior notice to the ABL Administrative Borrower, and with respect to such inventory appraisal, to be conducted by an Acceptable Appraiser. The Loan Parties will reasonably cooperate with the Administrative Agent and such Persons in the conduct of such field examination and inventory appraisal. The Administrative Agent shall provide a copy of any field examination and/or inventory appraisal prepared after the Closing Date to any Lender upon such Lender’s request. Notwithstanding the foregoing, (a) if Availability has been less than the greater of 20% of the Line Cap and $20,000,000 for a period of five consecutive Business Days at any time in any fiscal year, one additional field examination and one additional inventory appraisal will be permitted in such fiscal year, and (b) at any time during the continuance of a Specified Event of Default, additional field examinations and inventory appraisals shall be permitted at the request of the Administrative Agent, in each case at the Borrowers’ expense. The Administrative Agent shall have the right, but not the obligation, from time to time at the ABL Administrative Borrower’s request and expense, to periodically update the inventory appraisal. With respect to each inventory appraisal made pursuant to this Section 5.6(b), (i) the Administrative Agent and the Loan Parties will each be given a reasonable amount of time to review and comment on a draft form of the inventory appraisal prior to its finalization and (ii) any adjustments to the Net Orderly Liquidation Value or the Borrowing Bases hereunder as a result of such inventory appraisal shall be reflected in the Borrowing Base Certificate delivered immediately succeeding such inventory appraisal.

Inspection of Property; Books and Records; Discussions. (ai) Keep In the case of the OpCo Borrower, keep proper books of and records and account in which full, true and correct (in all material respects) entries a manner to allow financial statements to be prepared in conformity with GAAP shall be made consistently applied in respect of all dealings material financial transactions and transactions in relation to matters involving the material assets and business of the OpCo Borrower and its business and activities Restricted Subsidiaries, taken as a whole; and (bii) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) visit and inspect any of its propertiesproperties and examine and, (ii) examine and to the extent reasonable, make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial and other condition of the OpCo Borrower and its Restricted Subsidiaries with officers of the OpCo Borrower and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired; provided that (x) so long as no Event representatives of Default has occurred the Borrower Representative may be present during any such visits, discussions and is continuing, only inspections. Each Borrower shall keep records of its Inventory in a manner to allow the Borrowing Base Certificate to be prepared in accordance with this Agreement. Upon the Administrative Agent Agent’s reasonable request, the OpCo Borrower will provide a summary inventory report (based on its customary methodology and, in form and substance, as representative prepared for its internal purposes) no more than once per year and at a time prepared by the OpCo Borrower for its internal purposes in its ordinary course of business. Notwithstanding anything to the contrary in Subsection 7.2(g) or in this Subsection 7.6, none of the Lenders may exercise rights of Parent Borrower, the Administrative Agent and OpCo Borrower or any Restricted Subsidiary will be required to disclose, or permit the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during inspection or discussion of, any calendar year each document, information or other matter (i) in respect of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when an Event of Default has occurred and is continuing, disclosure to the Administrative Agent or any Lender the Lenders (or any of their respective representatives) may do is prohibited by Law or any of the foregoing at the expense of the Borrower at any time binding agreement or (ii) that is subject to attorney-client or similar privilege or constitutes attorney work product. (b) At reasonable times during normal business hours and upon reasonable advance noticeprior notice that the Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Restricted Subsidiaries will grant access to the Administrative Agent (including employees of the Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to such Person’s premises, books, records, accounts and Inventory so that (i) the Administrative Agent or an appraiser retained by the Administrative Agent may conduct an Inventory appraisal and (ii) the Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the Administrative Agent may deem reasonably necessary or appropriate, including evaluation of the Parent Borrower’s practices in the computation of the Borrowing Base. Unless an Event of Default exists, or if previously approved by the Borrower Representative, no environmental assessment by the Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. The Administrative Agent may conduct one field examination and one Inventory appraisal in each calendar year in each case for all of the Lenders Loan Parties each at the Loan Parties’ expense; provided that, the Administrative Agent may conduct at the Loan Parties’ expense, (x) up to two field examinations and one Inventory appraisal during calendar year 2014, (y) up to one field examination and one Inventory appraisal during each calendar year thereafter, and (z) up to one additional field examination and one additional Inventory appraisal in a calendar year if Excess Availability falls below 15.0% of Availability for 10 consecutive Business Days at any time in such calendar year. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuance of any Event of Default the Administrative Agent may cause such additional field examinations and Inventory appraisals to be taken for each of the Loan Parties as the Administrative Agent in its reasonable discretion determines are necessary or appropriate (each, at the expense of the Loan Parties). All amounts chargeable to the applicable Borrowers under this Subsection 7.6(b) shall give constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder. Notwithstanding the foregoing, the Borrower Representative may at any time, in its sole discretion, instruct the opportunity Administrative Agent in writing to participate suspend the inclusion of any Eligible Inventory in the Borrowing Base and from and after any discussions with such suspension the Borrower’s independent public accountantsAdministrative Agent may not conduct any Inventory appraisals. In no event shall Following any such suspension, at any time the Borrower or Representative may instruct the Administrative Agent in writing to terminate such suspension period and include Eligible Inventory in the Borrowing Base on the conditions and terms set forth herein, provided that the Administrative Agent has the right to conduct an Inventory appraisal prior to including any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrineEligible Inventory in the Borrowing Base.

Inspection of Property; Books and Records; Discussions. Permit Agent and each Lender, through their authorized attorneys, accountants and representatives (a) Keep proper books at all reasonable times during normal business hours, upon the request of records Agent or such Lender, to examine the Company’s and account in which fulleach Guarantor’s books, true accounts, records, ledgers and correct (in all material respects) entries in conformity with GAAP shall be made assets and properties of all dealings every kind and transactions in relation to its business and activities and description wherever located; (b) permit representatives at reasonable times and intervals upon the request of the Administrative Majority Lenders, to conduct full or partial Collateral audits of the Company and the Subsidiaries, with all reasonable costs and expenses of such audits to be reimbursed by the Company; (c) from time to time obtain, at the Company’s expense, an appraisal of the Collateral by an appraiser acceptable to Agent in its sole discretion; (d) from time to time send or any Lenderrequire the Company to send requests for verification of Accounts or notices of assignment to Account Debtors and other obligors; and (e) permit Agent and each Lender or their authorized representatives, at reasonable times during its business hours at reasonable intervals and upon reasonable advance noticeintervals, to visit all of their respective offices, discuss their respective financial matters with their respective officers and independent certified or chartered public accountants, as applicable, and, by this provision, the Company authorizes such accountants to discuss the finances and affairs of the Company and the Guarantors (provided that the Company is given an opportunity to participate in such discussions) and examine any of its or their books and other corporate records. Notwithstanding the foregoing, (i) visit all information furnished to the Agent or the Lenders hereunder shall be subject to the undertaking of the Lenders set forth in Section 11.11 hereof, and inspect any of its properties, (ii) examine and make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries with officers of the Borrower and its Subsidiaries and with its independent certified public accountants; provided that (x) so long as no Default or Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give not conduct the Borrower reviews, examinations, or audits described in (a) and (b) above or the opportunity to participate appraisals described in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney(c) above more frequently than semi-client privilege or work product doctrineannually.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) entries a manner to allow financial statements to be prepared in conformity with GAAP shall be made in respect of all material dealings and transactions in relation to its business and activities activities; and (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, the Collateral Agent to (i) visit and inspect any of its propertiesproperties and examine and, (ii) examine and to the extent reasonable, make abstracts from any of its books and records and (iii) to discuss the business, operations, properties and financial and other condition of the Borrower Holdings and its Restricted Subsidiaries with officers and employees of the Borrower Holdings and its Restricted Subsidiaries and with its independent certified public accountants; , in each case at any reasonable time, upon reasonable notice, provided that representatives of the Parent Borrower may be present during any such visits, discussions and inspections and, provided further that (xa) so long as no except during the continuation of an Event of Default has occurred and is continuingDefault, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise one such rights more often than one time during any calendar year each of which visit shall be at the expense of the Administrative Agent and the Lenders Parent Borrower’s expense, and (yb) at any time when during the continuation of an Event of Default has occurred and is continuingDefault, the Administrative Agent or any Lender (or any of Agents and their respective representatives) representatives may do any of the foregoing as often as may be reasonably desired at the expense Parent Borrower’s expense. Notwithstanding anything to the contrary in this subsection 7.6, no Loan Party will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Borrower at Agents or any time other Lender (or their respective representatives) 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) At reasonable times during normal business hours and upon reasonable advance noticeprior notice that the Collateral Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, Holdings and its Restricted Subsidiaries will grant access to the Collateral Agent (including employees of the Collateral Agent or any consultants, accountants, lawyers and appraisers retained by the Collateral Agent) to such Person’s premises, books, records, accounts and Inventory so that (i) the Collateral Agent or an appraiser retained by the Collateral Agent may conduct an Inventory appraisal and (ii) the Collateral Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the Collateral Agent may deem reasonably necessary or appropriate, including evaluation of the Parent Borrower’s practices in the computation of the Borrowing Base. Unless an Event of Default exists, or if previously approved by the Parent Borrower, no environmental assessment by the Collateral Agent may include any sampling or testing of the soil, surface water or groundwater. The Administrative Collateral Agent may conduct one field examination and one Inventory appraisal in each calendar year in each case for all of the Lenders Loan Parties each at the Loan Parties’ expense; provided that the Collateral Agent may conduct up to two field examinations and two Inventory appraisals in a calendar year if Excess Availability falls below 20% of Availability for five consecutive Business Days at any time in such calendar year, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuance of any Event of Default the Collateral Agent may cause such additional field examinations and Inventory appraisals to be taken for each of the Loan Parties as the Collateral Agent in its reasonable discretion determines are necessary or appropriate (each, at the expense of the Loan Parties). All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall give constitute Obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder. Notwithstanding the foregoing, the Parent Borrower may at any time, in its sole discretion, instruct the opportunity Collateral Agent in writing to participate suspend the inclusion of any Eligible Inventory in the Borrowing Base and from and after any discussions with such suspension the Borrower’s independent public accountantsCollateral Agent may not conduct any Inventory appraisals. In no event shall Following any such suspension, at any time the Parent Borrower or may instruct the Collateral Agent in writing to terminate such suspension period and include Eligible Inventory in the Borrowing Base on the conditions and terms set forth herein, provided that the Collateral Agent has the right to conduct an Inventory appraisal prior to including any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrineEligible Inventory in the Borrowing Base.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) respects entries in conformity with GAAP and all material applicable Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities and (b) permit representatives of the Administrative Agent or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance prior notice, to (i) visit and inspect any of its propertiesproperties and examine and, (ii) examine and at the Borrower’s expense, make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired (iiisubject to the immediately succeeding sentence) and to discuss the business, operations, properties and financial and other condition of Holdings, the Borrower and its Restricted Subsidiaries with officers and employees of Holdings, the Borrower and its Restricted Subsidiaries and with its their respective independent certified public accountants (subject to such accountants; provided that (x) ’ policies and procedures). Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing, such visits, inspections and examinations shall only the Administrative Agent as representative of the Lenders may exercise rights of be conducted by the Administrative Agent and the Lenders pursuant shall be limited to this Section 6.6 one per fiscal year plus any additional visits in connection with Lender meetings (and the Administrative Agent shall not exercise such rights more often than only one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance noticeBorrower’s expense). The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall Notwithstanding anything to the contrary in this Section 5.6, none of Holdings, the Borrower or any Subsidiary of the Restricted Subsidiaries will be required to discussdisclose, provide or otherwise make available for reviewpermit the inspection, examination or inspection making copies or copying abstracts of, or discussion of, any documentation document, information or other matter that (a) constitutes trade secrets or proprietary information, (b) 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 (c) is subject to attorney-client or similar privilege or constitutes attorney work product doctrineproduct.

Inspection of Property; Books and Records; Discussions. (a) Keep proper Each Credit Party shall permit any authorized representative(s) designated by the Administrative Agent to visit and inspect (including the collection of samples) any of its assets, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated by the Loan Documents (including in connection with environmental compliance, hazard or liability or insurance programs), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested. The visitations and/or inspections by or on behalf of the Administrative Agent shall be at the Borrower’s expense; provided, that unless an Event of Default shall have occurred and is continuing, the Borrower shall not be obligated to pay for more than an aggregate of four (4) such visitations and/or inspections by or on behalf of the Administrative Agent during any fiscal year of the Borrower, it being understood and agreed that any annual meeting or similar such meeting with the Administrative Agent shall constitute a visitation under this Section 10.05. Each Credit Party shall keep and maintain in all material respects complete and accurate books of records record and account in which full, true and correct (in all material respects) entries in conformity with GAAP shall be made of all dealings and transactions in relation to its business their respective businesses and activities activities, including transactions and (b) permit representatives other dealings with respect to the Collateral. If an Event of Default has occurred and is continuing and the Loans have been accelerated, the Borrower, upon the Administrative Agent’s request, shall turn over any such records to the Administrative Agent or any Lenderits representatives. (b) Each Credit Party shall permit, at the Borrower’s expense, any authorized representative of the Administrative Agent, including but not limited to third-party experts, actuaries, consultants, and accountants and appraisers, to conduct an examination of any of the properties, assets, operations and information systems of such Credit Party and its Subsidiaries, including its and their financial and accounting records, management and risk reports and consultant reports and to make copies and take extracts therefrom, and to discuss its and their affairs, finances and business with its and their officers and certified public accountants, at such reasonable times during its normal business hours at reasonable intervals and upon reasonable advance noticeand, subject to the proviso set forth below, as often as may be reasonably requested (i) visit and inspect any of its propertiesan “Examination”); provided, (ii) examine and make abstracts from any of its books and records and (iii) to discuss the businesshowever, operations, properties and financial and other condition of the Borrower and its Subsidiaries with officers of the Borrower and its Subsidiaries and with its independent certified public accountants; provided that (x) so long as no Default or Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than be limited to one time (1) Examination during any each calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client privilege or work product doctrineyear.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) respects entries in conformity with GAAP and all Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities and (b) subject to the Borrower’s and each Restricted Subsidiary’s internal policies for the protection and preservation of Intellectual Property or other non-financial proprietary information, permit representatives of the Administrative Agent or who may be accompanied by any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, Lender to (i) visit and inspect any of its properties, (ii) properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours and (iii) upon reasonable advance notice to the Borrower and to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries Group Members with the officers of the Borrower and its Subsidiaries Group Members and with its their independent certified public accountants (provided that the Borrower or its Subsidiaries may, at their option, have one or more employees or representatives present at any discussion with such accountants); provided that (x) so long as no Event of Default has occurred and is continuing, only the Administrative Agent as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders pursuant to this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Administrative Agent and the Lenders and (y) at any time when unless an Event of Default has occurred and or is continuing, the Administrative Agent or any Lender only one (or any of their respective representatives1) 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 Lenders shall give the Borrower the opportunity to participate such visit in any discussions with calendar year shall be conducted at the Borrower’s independent public accountants. In no event shall expense and provided, further, that if the Borrower or disclosure of any Subsidiary be required to discuss, provide or otherwise make available for review, examination or inspection or copying requested information would compromise any documentation subject to attorney-client privilege (other than where waiver of such privilege will not be adverse to the Borrower in the good faith opinion of the Borrower’s counsel), that has not been or work product doctrinewill not be waived or waiver thereof will be materially adverse to the Borrower, the Borrower shall make available redacted versions of requested documents or portions of documents that are the subject of such attorney-client privilege or, if unable to do so consistent with the preservation of such attorney-client privilege, shall endeavor in good faith otherwise to disclose information responsive to the Administrative Agent’s requests in a manner that will protect such attorney-client privilege.