Common use of Lender Inspection Rights Clause in Contracts

Lender Inspection Rights. For purposes of confirming compliance with the Credit 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, Borrower will, permit the Lenders (and such Persons as any Lender may designate) during normal business hours to visit and inspect, under Borrower’s guidance, any of the Properties of Borrower or any of its Material Subsidiaries, 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 Borrower authorizes such accountants to discuss with the Lenders (and such Persons as any Lender may designate) the finances and affairs of Borrower and its Material Subsidiaries) all at such reasonable times and as often as may be reasonably requested; provided, however, that except upon the occurrence and during the continuation of any Default or Event of Default, not more than one such visit and inspection may be conducted in any twelve month period. Prior to the occurrence of an Event of Default, the Borrower shall only be required to pay the costs and expenses of professionals retained by the Administrative Agent in connection with any such visit or inspection. After the occurrence of an Event of Default, the Borrower shall be obligated to pay all reasonable costs and expenses incurred by the Administrative Agent and the Lenders in connection with such visitations and inspections. The Borrower shall receive advance notice of any proposed discussion with such accountants and shall have the right to participate therein.

Lender Inspection Rights. For purposes of confirming compliance with the Credit 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, Borrower will, permit the Lenders (and such Persons as any Lender may designate) during normal business hours to visit and inspect, under Borrower’s 's guidance, any of the Properties of Borrower or any of its Material Subsidiaries, 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 Borrower authorizes such accountants to discuss with the Lenders (and such Persons as any Lender may designate) the finances and affairs of Borrower and its Material Subsidiaries) all at such reasonable times and as often as may be reasonably requested; provided, however, that except upon the occurrence and during the continuation of any Default or Event of Default, not more than one such visit and inspection may be conducted in any twelve month period. Prior to the occurrence of an Event of Default, the Borrower shall only be required to pay the costs and expenses of professionals retained by the Administrative Agent in connection with any such visit or inspection. After the occurrence of an Event of Default, the Borrower shall be obligated to pay all reasonable costs and expenses incurred by the Administrative Agent and the Lenders in connection with such visitations and inspections. The Borrower shall receive advance notice of any proposed discussion with such accountants and shall have the right to participate therein.

Lender Inspection Rights. For purposes of confirming compliance with the Credit 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, Borrower Borrowers will, permit the Lenders (and such Persons as any Lender may designate) during normal business hours to visit and inspect, under Borrower’s Borrowers' guidance, any of the Properties of Borrower Borrowers or any of its Material their Subsidiaries, 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 Borrower authorizes Borrowers authorize such accountants to discuss with the Lenders (and such Persons as any Lender may designate) the finances and affairs of Borrower Borrowers and its Material their Subsidiaries) all at such reasonable times and as often as may be reasonably requested; provided, however, that except upon the occurrence and during the continuation of any Default or Event of Default, not more than one such visit and inspection may be conducted in any twelve month period. Prior to the occurrence of an Event of Default, the Borrower Borrowers shall only be required to pay the costs and expenses of professionals retained by the Administrative Agent in connection with any such visit or inspection. After the occurrence of an Event of Default, the Borrower Borrowers shall be obligated to pay all reasonable costs and expenses incurred by the Administrative Agent and the Lenders in connection with such visitations and inspections. The Borrower Borrowers shall receive advance notice of any proposed discussion with such accountants and shall have the right to participate therein.

Lender Inspection Rights. For purposes of confirming compliance with the Credit Documents or after the occurrence and during the continuance of an Event of Default, upon Upon reasonable notice from the Administrative Agent or any Lender, the Required LendersBorrower and, Borrower willafter the Redomestication Effective Date, Holdings, will permit the Lenders Administrative Agent or any Lender (and such Persons as any the Administrative Agent or such Lender may reasonably designate) during normal business hours at such entity’s sole expense unless a Default or Event of Default shall have occurred and be continuing, in which event at the Borrower’s expense, to visit and inspect, under Borrower’s guidance, inspect any of the Properties properties of the Borrower or any other Member of its Material Subsidiariesthe Consolidated Group, to examine all of their books of account, and 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 officers and with their independent public accountants (and by this provision the Borrower and, after the Redomestication Effective Date, Holdings, authorizes such accountants to discuss with the Lenders Administrative Agent and any Lender (and such Persons as any the Administrative Agent or such Lender may reasonably designate) the affairs, finances and affairs accounts of the Borrower and its Material Subsidiaries) all at other Members of the Consolidated Group), all as often, and to such reasonable times and as often extent, as may be reasonably requested; provided, however, that except upon the occurrence and during the continuation . The chief financial officer of any Default or Event of Default, not more than one such visit and inspection may be conducted in any twelve month period. Prior to the occurrence of an Event of Default, the Borrower and, after the Redomestication Effective Date, Holdings, and/or his or her designee shall only be required afforded the opportunity to pay the costs and expenses be present at any meeting of professionals retained by the Administrative Agent in connection with any or the Lenders and such visit or inspectionaccountants. After The Administrative Agent agrees to use reasonable efforts to minimize, to the occurrence of an Event of Defaultextent practicable, the Borrower shall be obligated number of separate requests from the Lenders to pay all reasonable costs exercise their rights under this Section 6.7 and/or Section 6.6 and expenses incurred to coordinate the exercise by the Administrative Agent and the Lenders in connection with of such visitations and inspections. The Borrower shall receive advance notice of any proposed discussion with such accountants and shall have the right to participate thereinrights.

Lender Inspection Rights. For purposes of confirming compliance with the Credit 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, Borrower Borrowers will, permit the Lenders (and such Persons as any Lender may designate) during normal business hours to visit and inspect, under Borrower’s Borrowers’ guidance, any of the Properties of Borrower Borrowers or any of its their Material Subsidiaries, 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 Borrower authorizes Borrowers authorize such accountants to discuss with the Lenders (and such Persons as any Lender may designate) the finances and affairs of Borrower Borrowers and its their Material Subsidiaries) all at such reasonable times and as often as may be reasonably requested; provided, however, that except upon the occurrence and during the continuation of any Default or Event of Default, not more than one such visit and inspection may be conducted in any twelve month period. Prior to the occurrence of an Event of Default, the Borrower Borrowers shall only be required to pay the costs and expenses of professionals retained by the Administrative Agent in connection with any such visit or inspection. After the occurrence of an Event of Default, the Borrower Borrowers shall be obligated to pay all reasonable costs and expenses incurred by the Administrative Agent and the Lenders in connection with such visitations and inspections. The Borrower Borrowers shall receive advance notice of any proposed discussion with such accountants and shall have the right to participate therein."

Lender Inspection Rights. For purposes of confirming compliance with the Credit 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, Borrower will, permit the Lenders (and such Persons as any Lender may designate) during normal business hours to visit and inspect, under Borrower’s guidance, any of the Properties of Borrower or any of its Material Subsidiaries, 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 Borrower authorizes such accountants to discuss with the Lenders (and such Persons as any Lender may designate) the finances and affairs of Borrower and its Material Subsidiaries) all at such reasonable times and as often as may be reasonably requested; provided, however, that except upon the occurrence and during the continuation of any Default or Event of Default, not more than one such visit and inspection may be conducted in any twelve month period. Prior to the occurrence of an So long as no Event of DefaultDefault shall have occurred and be continuing, the Borrower shall only be required to pay the costs and expenses of professionals retained by the Administrative Agent in connection with any such visit or inspectioninspection no more than once annually. After the occurrence of an Event of Default, the Borrower shall be obligated to pay all reasonable costs and expenses incurred by the Administrative Agent and the Lenders in connection with such visitations and inspections. The Borrower shall receive advance notice of any proposed discussion with such accountants and shall have the right to participate therein.

Lender Inspection Rights. For purposes of confirming compliance with the Credit Documents or after the occurrence and during the continuance of an Event of Default, upon Upon reasonable notice from the Administrative Agent or any Lender and no more often than once in the Required aggregate for the Administrative Agent and the Lenders, as the case may be, in any calendar year (unless an Event of Default has occurred and is continuing, in which case there shall be no limit to the number or frequency of such visitations or inspections while such Event of Default is continuing), the Borrower will, will permit the Lenders Administrative Agent or any Lender (and such Persons as any the Administrative Agent or such Lender may reasonably designate) during normal business hours at such entity’s sole expense (unless an Event of Default shall have occurred and is continuing, in which event at the Borrower’s expense), to visit and inspect, under Borrower’s guidance, inspect any of the Properties Collateral Vessels of the Borrower or of any of its Material Restricted Subsidiaries, subject to any confidentiality restrictions with third parties or attorney-client privilege, to examine all of their the books and records of account, records, reports the Borrower and other papersany of its Restricted Subsidiaries, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, employees officers and with their independent public accountants (and by this provision the Borrower authorizes such accountants to discuss with the Lenders Administrative Agent and any Lender (and such Persons as any the Administrative Agent or such Lender may reasonably designate) the affairs, finances and affairs accounts of the Borrower and its Material Restricted Subsidiaries) all at such reasonable times and as often as may be reasonably requested; provided, however, provided that except upon the occurrence and during the continuation any inspection of any Default or Event of DefaultCollateral Vessel, not more than one such visit its cargo and inspection may its papers shall be conducted in any twelve month period. Prior subject to the occurrence requirements of an Event any operators of Default, such Collateral Vessel and any applicable Governmental Authority and shall not interfere with the day to day operation of such Collateral Vessel. The chief financial officer (or other financial officer) of the Borrower and/or his or her designee shall only be required afforded the opportunity to pay the costs and expenses be present at any meeting of professionals retained by the Administrative Agent in connection with any or the Lenders and such visit accountants or inspectionsuch examination of books or records. After The Administrative Agent agrees to use reasonable efforts to minimize, to the occurrence of an Event of Defaultextent practicable, the Borrower shall be obligated number of separate requests from the Lenders to pay all reasonable costs exercise their rights under this Section 6.7 and/or Section 6.6 and expenses incurred to coordinate the exercise by the Administrative Agent and the Lenders in connection with of such visitations and inspections. The Borrower shall receive advance notice of any proposed discussion with such accountants and shall have the right to participate thereinrights.

Lender Inspection Rights. For purposes of confirming compliance with the Credit Documents or after the occurrence and during the continuance of an Event of Default, upon Upon reasonable notice from the Administrative Agent or any Lender and no more often than once in the Required aggregate for the Administrative Agent and the Lenders, as the case may be, in any calendar year (unless an Event of Default has occurred and is continuing, in which case there shall be no limit to the number or frequency of such visitations or inspections while such Event of Default is continuing), the Parent Borrower will, will permit the Lenders Administrative Agent or any Lender (and such Persons as any the Administrative Agent or such Lender may reasonably designate) during normal business hours at such entity’s sole expense (unless an Event of Default shall have occurred and is continuing, in which event at the Parent Borrower’s expense), to visit and inspect, under Borrower’s guidance, inspect any of the Properties properties of the Parent Borrower or any of its Material Restricted Subsidiaries, subject to any confidentiality restrictions with third parties or attorney-client privilege, to examine all of their books of account, and 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 officers and with their independent public accountants (and by this provision the Parent Borrower authorizes such accountants to discuss with the Lenders Administrative Agent and any Lender (and such Persons as any the Administrative Agent or such Lender may reasonably designate) the affairs, finances and affairs accounts of the Parent Borrower and its Material Restricted Subsidiaries) all at such reasonable times and as often as may be reasonably requested; provided, however, provided that except upon the occurrence and during the continuation any inspection of any Default or Event of DefaultRig, not more than one such visit its cargo and inspection may its papers shall be conducted in any twelve month period. Prior subject to the occurrence requirements of an Event any operators of Default, such Rig and any applicable Governmental Authority. The chief financial officer (or other financial officer) of the Parent Borrower and/or his or her designee shall only be required afforded the opportunity to pay the costs and expenses be present at any meeting of professionals retained by the Administrative Agent in connection with any or the Lenders and such visit or inspectionaccountants. After The Administrative Agent agrees to use reasonable efforts to minimize, to the occurrence of an Event of Defaultextent practicable, the Borrower shall be obligated number of separate requests from the Lenders to pay all reasonable costs exercise their rights under this Section 6.7 and/or Section 6.6 and expenses incurred to coordinate the exercise by the Administrative Agent and the Lenders in connection with of such visitations and inspections. The Borrower shall receive advance notice of any proposed discussion with such accountants and shall have the right to participate thereinrights.

Lender Inspection Rights. For purposes of confirming compliance with the Credit 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, Borrower Borrowers will, permit the Lenders (and such Persons as any Lender may designate) during normal business hours to visit and inspect, under Borrower’s Borrowers' guidance, any of the Properties of Borrower Borrowers or any of its Material their Subsidiaries, 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 Borrower authorizes Borrowers authorize such accountants to discuss with the Lenders (and such Persons as any Lender may designate) the finances and affairs of Borrower Borrowers and its Material their Subsidiaries) all at such reasonable times and as often as may be reasonably requested; provided, however, that except upon the occurrence and during the continuation of any Default or Event of Default, not more than one such visit and inspection may be conducted in any twelve month period. Prior to the occurrence of an Event of Default, the Borrower Borrowers shall only be required to pay the costs and expenses of professionals retained by the Administrative Agent in connection with any such visit or inspection. After the occurrence of an Event of Default, the Borrower Borrowers shall be obligated to pay all reasonable costs and expenses incurred by the Administrative Agent and the Lenders in connection with such visitations and inspections. The Borrower Borrowers shall receive advance notice of any proposed discussion with such accountants and shall have the right to participate therein.. Conduct of Business. Neither Borrower will engage in any material line of business materially unrelated to the lines of business in which the Borrowers and their Subsidiaries are engaged on the Closing Date. 30

Lender Inspection Rights. For purposes of confirming compliance with the Credit 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, Borrower Borrowers will, permit the Lenders (and such Persons as any Lender may designate) during normal business hours to visit and inspect, under Borrower’s Borrowers’ guidance, any of the Properties of Borrower Borrowers or any of its their Material Subsidiaries, 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 Borrower authorizes Borrowers authorize such accountants to discuss with the Lenders (and such Persons as any Lender may designate) the finances and affairs of Borrower Borrowers and its their Material Subsidiaries) all at such reasonable times and as often as may be reasonably requested; provided, however, that except upon the occurrence and during the continuation of any Default or Event of Default, not more than one such visit and inspection may be conducted in any twelve month period. Prior to the occurrence of an Event of Default, the Borrower Borrowers shall only be required to pay the costs and expenses of professionals retained by the Administrative Agent in connection with any such visit or inspection. After the occurrence of an So long as no Event of DefaultDefault has occurred and is continuing, the Borrower Borrowers shall be obligated to pay all reasonable costs and expenses incurred by the Administrative Agent and the Lenders in connection with such visitations and inspectionsinspections no more than once annually. The Borrower Borrowers shall receive advance notice of any proposed discussion with such accountants and shall have the right to participate therein.

Lender Inspection Rights. For purposes of confirming compliance with the Credit 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, Borrower will, permit the Lenders (and such Persons as any Lender may designate) during normal business hours to visit and inspect, under Borrower’s guidance, any of the Properties of Borrower or any of its Material Subsidiaries, 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 Borrower authorizes such accountants to discuss with the Lenders (and such Persons as any Lender may designate) the finances and affairs of Borrower and its Material Subsidiaries) all at such reasonable times and as often as may be reasonably requested; provided, however, that except upon the occurrence and during the continuation of any Default or Event of Default, not more than one such visit and inspection may be conducted in any twelve month period. Prior to the occurrence of an So long as no Event of DefaultDefault shall have occurred and be continuing, the Borrower shall only be required to pay the costs and expenses of professionals retained by the Administrative Agent in connection with any such visit or inspectioninspection no more than once annually. After the occurrence of an 1663651.11-New York Server 7A - MSW Event of Default, the Borrower shall be obligated to pay all reasonable costs and expenses incurred by the Administrative Agent and the Lenders in connection with such visitations and inspections. The Borrower shall receive advance notice of any proposed discussion with such accountants and shall have the right to participate therein.

Lender Inspection Rights. For purposes of confirming compliance with the Credit Documents or after the occurrence and during the continuance of an Event of Default, upon Upon reasonable notice from the Administrative Agent or any Lender and no more than once in the Required aggregate for the Administrative Agent and the Lenders, as the case may be, in any calendar year (unless an Event of Default has occurred and is continuing, in which case there shall be no limit to the number or frequency of such visitations or inspections while such Event of Default is continuing, to the extent reasonably requested by the Administrative Agent or any Lender), the Borrower willshall, and shall cause each Credit Party to, permit the Lenders Administrative Agent, the Common Security Agent or any Lender (and such Persons as any the Administrative Agent, the Common Security Agent or such Lender may reasonably designate) during normal business hours at such entity’s sole expense unless a Default or Event of Default shall have occurred and be continuing, in which event at such Credit Party’s expense, to visit and inspect, under Borrower’s guidance, inspect any of the Properties Rigs of Borrower the Company or of any of its Restricted Subsidiaries, subject to any confidentiality restrictions with third parties or attorney-client privilege, to visit and inspect any of the properties of such Credit Party or any of its Material Restricted Subsidiaries, to examine all of their books of account, and 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 officers and with their independent public accountants (and by this provision Borrower each Credit Party authorizes such accountants to discuss with the Lenders Administrative Agent and any Lender (and such Persons as any the Administrative Agent or such Lender may reasonably designate) the affairs, finances and affairs accounts of Borrower the such Credit Party and its Material Subsidiaries) all at such reasonable times and as often as may be reasonably requested); provided, however, provided that except upon the occurrence and during the continuation any inspection of any Default or Event of Default, not more than one such visit Rig and inspection may its papers shall be conducted in any twelve month period. Prior subject to the occurrence requirements of an Event any operators of Default, such Rig and any applicable Governmental Authority and shall not interfere with the Borrower day to day operation of such Rig. The principal financial officer of such Credit Party and/or his or her designee shall only be required afforded the opportunity to pay the costs and expenses be present at any meeting of professionals retained by the Administrative Agent in connection with any or the Lenders and such visit or inspectionaccountants. After The Administrative Agent agrees to use reasonable efforts to minimize, to the occurrence of an Event of Defaultextent practicable, the Borrower shall be obligated number of separate requests from the Lenders to pay all reasonable costs exercise their rights under this Section 6.7 and/or Section 6.6 and expenses incurred to coordinate the exercise by the Administrative Agent and the Lenders in connection with of such visitations and inspections. The Borrower shall receive advance notice of any proposed discussion with such accountants and shall have the right to participate thereinrights.

Lender Inspection Rights. For purposes of confirming compliance with the Credit Documents or after the occurrence and during the continuance of an Event of Default, upon Upon reasonable notice from the Administrative Agent or any Lender no more than once in each period beginning January 1 and July 1 and ending respectively on June 30 and December 31 within the Required Lenderssame calendar year (unless an Event of Default has occurred and is continuing, in which case there shall be no limit to the number or frequency of such visitations or inspections while such Event of Default is continuing), the Borrower will, will permit the Lenders Administrative Agent or any Lender (and such Persons as any the Administrative Agent or such Lender may reasonably designate) during normal business hours hours, at the Borrower’s expense no more than once in total for the Administrative Agent and all Lenders in each calendar year and at such entity’s sole expense in excess thereof (unless an Event of Default has occurred and is continuing, in which event at the Borrower’s expense), to visit and inspect, under Borrower’s guidance, inspect any of the Properties properties of the Borrower or any of its Material Subsidiariesother Loan Party, subject to any confidentiality restrictions with third parties or attorney-client privilege, to examine all of their books of account, and 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 officers and with their independent public accountants (and by this provision the Borrower authorizes such accountants to discuss with the Lenders Administrative Agent and any Lender (and such Persons as any the Administrative Agent or such Lender may reasonably designate) the affairs, finances and affairs accounts of Borrower the Loan Parties; provided that, any inspection of any Rig, its cargo and its Material Subsidiaries) all at such reasonable times and as often as may papers shall be reasonably requested; provided, however, that except upon subject to the occurrence and during the continuation requirements of any Default operators of such Rig and any applicable Governmental Authority. The chief financial officer (or Event other financial officer) of Default, not more than one such visit and inspection may be conducted in any twelve month period. Prior to the occurrence of an Event of Default, the Borrower and/or his or her designee shall only be required afforded the opportunity to pay the costs and expenses be present at any meeting of professionals retained by the Administrative Agent in connection with any or the Lenders and such visit or inspectionaccountants. After The Administrative Agent agrees to use reasonable efforts to minimize, to the occurrence of an Event of Defaultextent practicable, the Borrower shall be obligated number of separate requests from the Lenders to pay all reasonable costs exercise their rights under this Section 6.7 and/or Section 6.6 and expenses incurred to coordinate the exercise by the Administrative Agent and the Lenders in connection with of such visitations and inspections. The Borrower shall receive advance notice of any proposed discussion with such accountants and shall have the right to participate thereinrights.

Lender Inspection Rights. For purposes of confirming compliance with the Credit Documents or after the occurrence and during the continuance of an Event of Default, upon Upon reasonable notice from the Administrative Agent or any Lender and no more often than once in the Required aggregate for the Administrative Agent and the Lenders, as the case may be, in any calendar year (unless an Event of Default has occurred and is continuing, in which case there shall be no limit to the number or frequency of such visitations or inspections while such Event of Default is continuing), the Borrower will, will permit the Lenders Administrative Agent or any Lender (and such Persons as any the Administrative Agent or such Lender may reasonably designate) during normal business hours at such entity’s sole expense (unless an Event of Default shall have occurred and is continuing, in which event at the Borrower’s expense), to visit and inspect, under Borrower’s guidance, inspect any of the Properties Collateral Vessels of the Borrower or of any of its Material Restricted Subsidiaries, subject to any confidentiality restrictions with third parties or attorney-client privilege, to examine all of their the books and records of account, records, reports the Borrower and other papersany of its Restricted Subsidiaries, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, employees officers and with their independent public accountants (and by this provision the Borrower authorizes such accountants to discuss with the Lenders Administrative Agent and any Lender (and such Persons as any the Administrative Agent or such Lender may reasonably designate) the affairs, finances and affairs accounts of the Borrower and its Material Restricted Subsidiaries) all at such reasonable times and as often as may be reasonably requested; provided, however, provided that except upon the occurrence and during the continuation any inspection of any Default or Event of DefaultCollateral Vessel, not more than one such visit its cargo and inspection may its papers shall be conducted in any twelve month period. Prior subject to the occurrence requirements of an Event any operators of Default, such Collateral Vessel and any applicable Governmental Authority and shall not interfere with the day to day operation of such Collateral Vessel. The chief financial officer (or other financial officer) of the Borrower and/or his or her designee shall only be required afforded the opportunity to pay the costs and expenses be present at any meeting of professionals retained by the Administrative Agent in connection with any or the Lenders and such visit accountants or inspectionsuch examination of books or records. After The Administrative Agent agrees to use reasonable efforts to minimize, to the occurrence of an Event of Defaultextent practicable, the Borrower shall be obligated number of separate requests from the Lenders to pay all reasonable costs exercise their rights under this Section 6.7 and/or Section 6.6 and expenses incurred to coordinate the exercise by the Administrative Agent and the Lenders in connection with of such visitations and inspections. The Borrower shall receive advance notice of any proposed discussion with such accountants and shall have the right to participate thereinrights.

Lender Inspection Rights. For purposes of confirming compliance with the Credit Documents or after the occurrence and during the continuance of an Event of Default, upon Upon reasonable notice from the Administrative Agent or any Lender, the Required Lenders, Borrower will, and Holdings will permit the Lenders Administrative Agent or any Lender (and such Persons as any the Administrative Agent or such Lender may reasonably designate) and no more often than twice for any particular property in the aggregate for the Administrative Agent and the Lenders, as the case may be, in any calendar year (unless an Event of Default has occurred and is continuing, in which case there shall be no limit to the number or frequency of such visitation or inspections while such Event of Default is continuing) during normal business hours at such entity’s sole expense (other than the first inspection of any particular property (in the aggregate for the Administrative Agent and the Lenders) in any calendar year) unless a Default or Event of Default shall have occurred and be continuing, in which event at the Borrower’s expense, to visit and inspect, under Borrower’s guidance, inspect any of the Properties properties of Borrower the Borrower, Holdings, or any other Member of its Material Subsidiariesthe Consolidated Group, to examine all of their books of account, and 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 officers and with their independent public accountants (and by this provision each of the Borrower and Holdings authorizes such accountants to discuss with the Lenders Administrative Agent and any Lender (and such Persons as any the Administrative Agent or such Lender may reasonably designate) the affairs, finances and affairs accounts of Borrower the Borrower, Holdings, and its Material Subsidiaries) all at other Members of the Consolidated Group), all as often, and to such reasonable times and as often extent, as may be reasonably requested; provided, however, provided that except upon the occurrence and during the continuation any inspection of any Default Rig, its cargo and its papers shall be subject to (A) any safety/training procedures required by the operator or Event the owner of Defaultsuch Rig for visitations generally, not more than one (B) the consent of the charterer of such visit Rig (provided that the Loan Parties shall, and inspection may be conducted shall ensure that their respective Subsidiaries and Local Content Entities will, exercise their commercially reasonable efforts to obtain such consent) and (C) the execution and delivery by all such representatives of any customary indemnity and hold harmless agreements in any twelve month period. Prior to favor of the occurrence of an Event of Defaultcharterer, the owner and/or the operator in respect of such Rig in relation to such visitation; provided further that any such visits and inspections of any Rig will not unreasonably interfere with the conduct of business of Holdings or any Member of the Consolidated Group with respect to such Rig, and all such visits and inspections shall be held at reasonable times, which shall be during ordinary business hours of the Borrower or the owner or operator of such Rig, as applicable. The chief financial officer of Holdings and/or his or her designee shall only be required afforded the opportunity to pay the costs and expenses be present at any meeting of professionals retained by the Administrative Agent in connection with any or the Lenders and such visit or inspectionaccountants. After The Administrative Agent agrees to use reasonable efforts to minimize, to the occurrence of an Event of Defaultextent practicable, the Borrower shall be obligated number of separate requests from the Lenders to pay all reasonable costs exercise their rights under this Section 6.7 and expenses incurred to coordinate the exercise by the Administrative Agent and the Lenders in connection with of such visitations and inspections. The Borrower shall receive advance notice of any proposed discussion with such accountants and shall have the right to participate thereinrights.

Lender Inspection Rights. For purposes of confirming compliance with the Credit Documents or after the occurrence and during the continuance of an Event of Default, upon Upon reasonable notice from the Administrative Agent or any Lender and no more than once in the Required aggregate for the Administrative Agent and the Lenders, Borrower willas the case may be, in any calendar year (unless an Event of Default has occurred and is continuing, in which case there shall be no limit to the number or frequency of such visitations or inspections while such Event of Default is continuing, to the extent reasonably requested by the Administrative Agent or any Lender), the Company shall, and shall cause each Credit Party to, permit the Lenders Administrative Agent or any Lender (and such Persons as any the Administrative Agent or such Lender may reasonably designate) during normal business hours at such entity’s sole expense unless a Default or Event of Default shall have occurred and be continuing, in which event at such Credit Party’s expense, to visit and inspect, under Borrower’s guidance, inspect any of the Properties Rigs of Borrower the Company or of any of its Restricted Subsidiaries, subject to any confidentiality restrictions with third parties or attorney-client privilege, to visit and inspect any of the properties of such Credit Party or any of its Material Restricted Subsidiaries, to examine all of their books of account, and 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 officers and with their independent public accountants (and by this provision Borrower each Credit Party authorizes such accountants to discuss with the Lenders Administrative Agent and any Lender (and such Persons as any the Administrative Agent or such Lender may reasonably designate) the affairs, finances and affairs accounts of Borrower the such Credit Party and its Material Subsidiaries) all at such reasonable times and as often as may be reasonably requested); provided, however, provided that except upon the occurrence and during the continuation any inspection of any Default or Event of Default, not more than one such visit Rig and inspection may its papers shall be conducted in any twelve month period. Prior subject to the occurrence requirements of an Event any operators of Default, such Rig and any applicable Governmental Authority and shall not interfere with the Borrower day to day operation of such Rig. The principal financial officer of such Credit Party and/or his or her designee shall only be required afforded the opportunity to pay the costs and expenses be present at any meeting of professionals retained by the Administrative Agent in connection with any or the Lenders and such visit or inspectionaccountants. After The Administrative Agent agrees to use reasonable efforts to minimize, to the occurrence of an Event of Defaultextent practicable, the Borrower shall be obligated number of separate requests from the Lenders to pay all reasonable costs exercise their rights under this Section 6.7 and/or Section 6.6 and expenses incurred to coordinate the exercise by the Administrative Agent and the Lenders in connection with of such visitations and inspections. The Borrower shall receive advance notice of any proposed discussion with such accountants and shall have the right to participate thereinrights.

Lender Inspection Rights. For purposes of confirming compliance with the Credit Documents or after the occurrence and during the continuance of an Event of Default, upon Upon reasonable prior notice from the Administrative Agent or any Lender and no more than once in the Required aggregate for the [Senior Secured Revolving Credit Agreement] Administrative Agent and the Lenders, Borrower willas the case may be, in any calendar year (unless an Event of Default has occurred and is continuing, in which case there shall be no limit to the number or frequency of such visitations or inspections while such Event of Default is continuing), each Credit Party will permit the Lenders Administrative Agent or any Lender (and such Persons as any the Administrative Agent or such Lender may designate) during normal business hours at such entity’s sole expense unless a Default or Event of Default shall have occurred and be continuing, in which event at such Credit Party’s expense, to visit and inspect, under Borrower’s guidance, inspect any of the Properties Collateral Rigs of Borrower the Company or of any of its Restricted Subsidiaries, subject to any confidentiality restrictions with third parties or attorney-client privilege, to visit and inspect any of the properties of such Credit Party or any of its Material Restricted Subsidiaries, to examine all of their books of account, and 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 officers and with their independent public accountants (and by this provision Borrower each Credit Party authorizes such accountants to discuss with the Lenders Administrative Agent and any Lender (and such Persons as any the Administrative Agent or such Lender may designate) the affairs, finances and affairs accounts of Borrower the such Credit Party and its Material Subsidiaries) all at such reasonable times and as often as may be reasonably requested); provided, however, provided that except upon the occurrence and during the continuation any inspection of any Default or Event of Default, not more than one such visit Collateral Rig and inspection may its papers shall be conducted in any twelve month period. Prior subject to the occurrence requirements of an Event any operators of Default, such Collateral Rig and any applicable Governmental Authority and shall not unreasonably interfere with the Borrower day to day operation of such Collateral Rig. The principal financial officer of such Credit Party and/or his or her designee shall only be required afforded the opportunity to pay the costs and expenses be present at any meeting of professionals retained by the Administrative Agent in connection with any or the Lenders and such visit or inspectionaccountants. After The Administrative Agent agrees to use reasonable efforts to minimize, to the occurrence of an Event of Defaultextent practicable, the Borrower shall be obligated number of separate requests from the Lenders to pay all reasonable costs exercise their rights under this Section 6.7 and expenses incurred to coordinate the exercise by the Administrative Agent and the Lenders in connection with of such visitations and inspections. The Borrower shall receive advance notice of any proposed discussion with such accountants and shall have the right to participate thereinrights.