Common use of Maintaining Records; Access to Properties and Inspections; Annual Meetings Clause in Contracts

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep in all material respects records and books of account in accordance with GAAP. Subject to any Gaming Laws restricting or modifying such actions, Borrower will permit representatives of Lender, at Lender’s expense (unless an Event of Default is continuing, in which case at Borrower’s expense), to visit and inspect any of its properties and examine any of its financial books and records at any reasonable time and upon reasonable prior notice, and as often as may reasonably be desired and during normal business hours, to discuss the business, operations, properties and financial and other condition of Borrower with officers of Borrower and with their respective independent certified public accountants (provided that a Responsible Officer may be present for any such discussions with independent certified public accountants if the Borrower so chooses); provided that, notwithstanding the foregoing, (x) such inspection rights shall be subject to confidentiality restrictions binding on Borrower and its Subsidiaries, and shall not encompass materials subject to attorney client privilege and (y) unless an Event of Default has occurred and is continuing, Lender may visit and inspect Borrower’s and its Subsidiaries’ offices and books and records not more than two times per fiscal year of Borrower. (b) Within 45 days after the end of each fiscal quarter and 90 days after the fourth fiscal quarter of each fiscal year (120 days in the case of the first fiscal year after the Closing Date) commencing after the Closing Date, at the request of Lender, hold a meeting or conference call (at a mutually agreeable time and, to the extent applicable, location and venue, the costs of such venue or call to be paid by Borrower), with Lender, at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of Borrower and the budgets presented for the current fiscal year of Borrower.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep in all material respects records and proper books of record and account in accordance which materially full, true and correct entries in conformity with GAAPGAAP and all Requirements of Law are made of all dealings and transactions in relation to its business and activities. Subject to any Gaming Laws restricting or modifying such actions, Borrower Holdings will permit any representatives of Lenderdesignated by the Administrative Agent or the Required Lenders (in coordination with the Administrative Agent), at Lender’s expense (unless an Event of Default is continuing, in which case at Borrower’s expense), to visit and inspect any the financial records and the property of Holdings and its properties and examine any of its financial books and records Subsidiaries at any reasonable time and upon reasonable prior notice, times during normal business hours and as often as may reasonably be desired requested upon reasonable notice and during normal business hoursto make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or the Required Lenders to discuss the businessaffairs, operationsfinances, properties accounts and financial and other condition of Borrower any Company with the officers of Borrower and with their respective employees thereof and advisors therefor (including independent certified public accountants (provided that a Responsible Officer may be present for any such discussions with independent certified public accountants if the Borrower so chooses); accountants); provided that, notwithstanding the foregoing, (x) such inspection rights shall be subject to confidentiality restrictions binding on Borrower and its Subsidiaries, and shall not encompass materials subject to attorney client privilege and (y) unless an Event of so long as no Default has occurred and is continuing, Lender may visit only two such visits and inspect Borrower’s and its Subsidiaries’ offices and books and records not more than two times per inspections during each fiscal year of Holdings shall be at Borrower’s expense. Without limiting the foregoing, the Loan Parties agree that the Collateral Agent shall have the right (but not the obligation) to conduct patent, trademark and copyright searches with respect to the Loan Parties from time to time, and the Loan Parties agree to pay all out-of-pocket expenses incurred by Collateral Agent in connection with such searches. (bi) Within 45 days after Upon the end request of Required Lenders, participate in a meeting of Lenders once during each fiscal quarter to be held at Borrower's corporate offices (or at such other location as may be agreed to by Borrower and 90 Required Lenders) at such time as may be reasonably agreed to by Borrower and Required Lenders. (ii) Within 30 days after the fourth fiscal quarter of each fiscal year (120 days delivery of financial statements and other information required to be delivered pursuant to Section 5.01(b), Borrower shall cause its chief financial officer to participate in the case of the first fiscal year after the Closing Date) commencing after the Closing Date, at the request of Lender, hold a meeting or conference call (at a mutually agreeable time with the Agents and, subject to compliance with the extent applicableconfidentiality requirements set forth in Section 10.12, location and venue, all Lenders who choose to participate in such conference call during which conference call the costs of such venue or call to be paid by Borrower), with Lender, at which meeting chief financial officer shall be reviewed the financial results of the previous fiscal year and review the financial condition of Borrower Holdings and the budgets presented for the current fiscal year of Borrowerits Subsidiaries and such other matters as any Lender may reasonably request.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and in all material respects records with all Requirements of Law are made of all dealings and books of account transactions in accordance with GAAPrelation to its business and activities. Subject to any Gaming Laws restricting or modifying such actions, Borrower Each Company will permit any representatives of Lender, at Lender’s expense designated by the Administrative Agent or any Lender (unless an Event of Default is continuing, in which case at Borrower’s expense), through the Administrative Agent) to visit and inspect any the financial records and the property of its properties and examine any of its financial books and records such Company at any reasonable time and upon times during normal business hours with reasonable prior notice, notice and as often as may reasonably be desired requested and during normal business hoursto make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender (through the Administrative Agent) to discuss (other than privileged information or confidential information about individual patients) the businessaffairs, operationsfinances, properties accounts and financial and other condition of Borrower any Company with the officers and employees thereof and advisors therefor (including independent accountants); provided that (i) this Section 5.07(a) shall not apply to HMO Subsidiaries to the extent prohibited by any Requirements of Law, (ii) a representative of Borrower and with their respective independent certified public accountants (provided that a Responsible Officer may shall be given the opportunity to be present for any such discussions communication with the Borrower's independent certified public accountants if the Borrower so chooses); provided that, notwithstanding the foregoingaccountants, (xiii) such inspection rights shall be subject to confidentiality restrictions binding on Borrower and its Subsidiaries, and the Loan Parties shall not encompass materials subject be required to attorney client privilege pay the expenses of more than one such visit and (y) inspection during any fiscal year unless an any Event of Default has occurred and is continuing, continuing and (iv) each Lender may visit shall at times coordinate with Administrative Agent the frequency and inspect Borrower’s timing of any such visits and its Subsidiaries’ offices and books and records not more than two times per fiscal year of Borrowerinspections so as to reasonably minimize the burden imposed on the Loan Parties. (b) Within 45 150 days after the end of each fiscal quarter and 90 days after the fourth fiscal quarter of each fiscal year (120 days in the case of the first fiscal year after the Closing Date) commencing after the Closing DateCompanies, at the reasonable request of Lenderthe Administrative Agent or Required Lenders, use commercially reasonable efforts to hold a meeting or conference call (at a mutually agreeable location, venue and time andor, to at the extent applicable, location and venueoption of the Administrative Agent in consultation with the Borrower by conference call, the costs of such venue or call to be paid by Borrower), ) with Lenderall Lenders who choose to attend such meeting, at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of Borrower the Companies and the budgets presented for the current fiscal year of Borrowerthe Companies. The Administrative Agent shall use commercially reasonable efforts to provide Lenders reasonable notice of any such meeting.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep in all material respects records and books of account in accordance with GAAP. Subject to any Gaming Laws restricting or modifying such actions, Borrower each Company will permit representatives of Lenderthe Administrative Agent (or if an Event of Default is continuing, any Lender coordinated through the Administrative Agent), at Lenderthe Administrative Agent’s expense (unless an Event of Default is continuing, in which case at Borrower’s expense), to visit and inspect any of its properties and examine any of its financial books and records at any reasonable time and upon reasonable prior notice, and as often as may reasonably be desired and during normal business hours, to discuss the business, operations, properties and financial and other condition of Borrower any Company with officers of Borrower such Company and with their respective independent certified public accountants (provided that a Responsible Officer may be present for any such discussions with independent certified public accountants if the Borrower so chooses); provided that, notwithstanding the foregoing, (x) such inspection rights shall be subject to confidentiality restrictions binding on Borrower the Loan Parties and its their Subsidiaries, and shall not encompass materials subject to attorney client privilege and (y) unless an Event of Default has occurred and is continuing, Lender the Administrative Agent may visit and inspect Borrower’s the Loan Parties’ and its their Subsidiaries’ offices and books and records not more than two times per fiscal year of Borrower. (b) Within 45 125 days after the end of each fiscal quarter and 90 days after the fourth fiscal quarter of each fiscal year (120 days in the case of the first fiscal year after the Closing Date) commencing after the Closing Date, at the request of Lenderthe Administrative Agent or Required Lenders, hold a meeting or conference call (at a mutually agreeable time and, to the extent applicable, location and venue, the costs of such venue or call to be paid by Borrower), ) with Lenderall Lenders who choose to attend such meeting, at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of Borrower the Companies and the budgets presented for the current fiscal year of Borrowerthe Companies.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account in which full, true and correct entries in conformity in all material respects records with GAAP and books all Requirements of account Law are made of all material dealings and transactions in accordance with GAAPrelation to its business and activities. Subject to any Gaming Laws restricting or modifying such actions, Each Borrower will permit any representatives of designated by the Administrative Agent or Co-Collateral Agents (including any Lender, at Lender’s expense (unless an Event of Default is continuing, in which case at Borrower’s expense), ) to visit and inspect any the financial records and the property of its properties and examine any of its financial books and records at any reasonable time and upon such Borrower, with reasonable prior noticenotice (except during an Event of Default, when no notice shall be required), at reasonable times during normal business hours and as often as may reasonably be desired requested and during normal business hoursto make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the businessaffairs, operationsfinances, properties accounts and financial and other condition of any Borrower with the officers and employees thereof and advisors therefor (including independent accountants) (other than information which is subject to attorney-client privilege or would result in a breach of a confidentiality obligation of the Borrowers to any other Person); provided, however, that (i) (x) no more than one such inspection shall occur during any fiscal year at the Borrowers’ expense, (y) following the occurrence and during the continuation of an Event of Default, more frequently at the Administrative Agent’s request and at the expense of the Borrowers (in which event there shall be no limitation on inspections), and (ii) a representative of the Borrower and with their respective independent certified public accountants (provided that a Responsible Officer may shall be given the opportunity to be present for any such discussions communication with the independent certified public accountants if the Borrower so chooses); provided that, notwithstanding the foregoing, (x) such inspection rights shall be subject to confidentiality restrictions binding on Borrower and its Subsidiaries, and shall not encompass materials subject to attorney client privilege and (y) unless an Event of Default has occurred and is continuing, Lender may visit and inspect Borrower’s and its Subsidiaries’ offices and books and records not more than two times per fiscal year of Borroweraccountants. (b) Within 45 150 days after the end of each fiscal quarter and 90 days after the fourth fiscal quarter of each fiscal year (120 days in the case of the first fiscal year after the Closing Date) commencing after the Closing DateBorrowers, at the request of Lenderthe Administrative Agent or Required Lenders, hold a meeting or conference call (at a mutually agreeable location, venue and time andor, to at the extent applicableoption of the Administrative Agent, location and venueby conference call, the costs of such venue or call to be paid by Borrower), Borrowers) with Lenderall Lenders who choose to attend such meeting, at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of Borrower the Borrowers and the budgets presented for the current fiscal year of Borrowerthe Borrowers.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep in all material respects records and proper books of record and account (i) in accordance which full, true and correct entries are made in conformity with GAAPall Requirements of Law (ii) in form permitting financial statements conforming with GAAP to be derived therefrom and (iii) in which all dealings and transactions in relation to its business and activities are recorded. Subject to any Gaming Laws restricting or modifying such actions, Borrower Each Loan Party will permit any representatives designated by the Administrative Agent or any Lender (in the case of Lenderany Lender only, during the continuance of a Default or an Event of Default) to visit and inspect the financial records and, subject to the rights of tenants, the property of such Loan Party upon reasonable prior notice during regular business hours and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender (in the case of any Lender only, during the continuance of an Event of Default) to discuss the affairs, finances, accounts and condition of any Loan Party with and be advised as to the same by the officers and employees thereof and the independent accountants therefor, all at Lender’s expense such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any Lender (in the case of any Lender only, during the continuance of an Event of Default) may request; provided, that unless a Default or an Event of Default is continuing, in which case at Borrower’s expense), to visit and inspect any of its properties and examine any of its financial books and records at any reasonable time and upon reasonable prior notice, and as often as may reasonably be desired and during normal business hours, to discuss the business, operations, properties and financial and other condition of Borrower with officers of Borrower and with their respective independent certified public accountants (provided that a Responsible Officer may be present for any such discussions with independent certified public accountants if the Borrower so chooses)shall not be required to pay the expenses of more than one such visit per calendar year; provided thatfurther, notwithstanding anything to the foregoingcontrary herein but subject to and without limiting the provisions of Section 5.01(s) hereof, (x) such inspection rights no ZCOF Lender shall be subject entitled in its capacity as a Lender to confidentiality restrictions binding on Borrower and its Subsidiaries, and shall not encompass materials subject to attorney client privilege and (y) unless an Event the rights of Default has occurred and is continuing, a Lender may visit and inspect Borrower’s and its Subsidiaries’ offices and books and records not more than two times per fiscal year of Borrower. (b) Within 45 days after the end of each fiscal quarter and 90 days after the fourth fiscal quarter of each fiscal year (120 days in the case of the first fiscal year after the Closing Date) commencing after the Closing Date, at the request of Lender, hold a meeting or conference call (at a mutually agreeable time and, under this Section 5.07 to the extent applicable, location and venue, the costs of such venue information available or call to be paid by Borrower), with Lender, at which meeting provided hereunder constitutes Strategic Sales Process Information. The Borrower shall be reviewed permitted to reasonably coordinate the financial results visits and inspections of the previous fiscal year and the financial condition of Borrower and the budgets presented for the current fiscal year of Borrowerindividual Lenders to minimize inconvenience.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep in all material respects records and proper books of record and account in accordance which full, true and correct entries in conformity with GAAPGAAP (or, in the case of any Foreign Subsidiary, such other accounting system or standard as is customarily employed in the jurisdiction of such Foreign Subsidiary) and all Requirements of Law are made of all dealings and transactions in relation to its business and activities. Subject to any Gaming Laws restricting or modifying such actions, Borrower Each Company will permit any representatives of Lender, at Lender’s expense (unless an Event of Default is continuing, in which case at Borrower’s expense), designated by the Administrative Agent or any Lender to visit and inspect any the financial records and the property of its properties such Company (so long as such Lender's representatives coordinate through the Administrative Agent and examine any all such representatives of its financial books the Administrative Agent and records each Lender conduct such visit and inspection at any the same time) at reasonable time times and upon on reasonable prior notice, and notice (not more often than once per year so long as often as may reasonably be desired and during normal business hours, to discuss the business, operations, properties and financial and other condition of Borrower with officers of Borrower and with their respective independent certified public accountants (provided that a Responsible Officer may be present for any such discussions with independent certified public accountants if the Borrower so chooses); provided that, notwithstanding the foregoing, (x) such inspection rights shall be subject to confidentiality restrictions binding on Borrower and its Subsidiaries, and shall not encompass materials subject to attorney client privilege and (y) unless an no Event of Default has occurred and is continuing) and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender may visit to discuss the affairs, finances, accounts and inspect Borrower’s condition of any Company with the officers and its Subsidiaries’ offices employees thereof and books advisors therefor, including independent accountants (so long as such Lender's representatives coordinate through the Administrative Agent and records not more than two times per fiscal year all such representatives of Borrowerthe Administrative Agent and each Lender conduct such discussion at the same time). (b) Within 45 150 days after the end of each fiscal quarter and 90 days after the fourth fiscal quarter of each fiscal year (120 days in the case of the first fiscal year after the Closing Date) commencing after the Closing DateCompanies, at the request of Lenderthe Administrative Agent or Required Lenders, hold a meeting or conference call (at a mutually agreeable location, venue and time andor, to at the extent applicableoption of the Administrative Agent, location and venueby conference call, the costs of such venue or call (but not any travel, lodging or meal expenses incurred by the Administrative Agent or any Lender) to be paid by Borrower), ) with Lenderall Lenders who choose to attend such meeting, at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of Borrower the Companies and the budgets presented for the current fiscal year of Borrowerthe Companies.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep in all material respects records and proper books of record and account in accordance which full, true and correct entries in conformity with GAAPGAAP and all Requirements of Law are made of all dealings and transactions in relation to its business and activities. Subject to any Gaming Laws restricting or modifying such actions, Borrower Each Company will permit any representatives of Lender, at Lender’s expense (unless an Event of Default is continuing, in which case at Borrower’s expense), designated by the Administrative Agent or any Lender to visit and inspect any the financial records and the property of its properties and examine any of its financial books and records such Company at any reasonable time and upon reasonable prior notice, times and as often as may reasonably be desired requested and during normal business hoursto make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the businessaffairs, operationsfinances, properties accounts and financial and other condition of Borrower any Company with the officers of Borrower and with their respective employees thereof and advisors therefor (including independent certified public accountants (provided that a Responsible Officer may be present for any such discussions with independent certified public accountants if the Borrower so choosesaccountants); provided that, notwithstanding that in the foregoingabsence of an Event of Default, (xi) no more than one such inspection rights shall visit for the Administrative Agent and the Lenders will be subject permitted in a year at the Borrower’s expense and (ii) if Borrower pays for a Lender to confidentiality restrictions binding on visit the Borrower and its Subsidiariesin connection with the meeting described in Section 5.07(b), and then Borrower shall not encompass materials subject be required to attorney client privilege and (y) unless pay for an additional visit by such Lender pursuant to this Section 5.07(a). So long as no Default or Event of Default has occurred and is continuing, Lender may visit Borrower shall be permitted to coordinate the visits and inspect Borrower’s and its Subsidiaries’ offices and books and records not more than two times per fiscal year inspections of Borrowerindividual Lenders to minimize inconvenience. (b) Within 45 150 days after the end of each fiscal quarter and 90 days after the fourth fiscal quarter of each fiscal year (120 days in the case of the first fiscal year after the Closing Date) commencing after the Closing DateCompanies, at the request of Lenderthe Administrative Agent or Required Lenders, hold a meeting or conference call (at a mutually agreeable location, venue and time andor, to at the extent applicableoption of the Administrative Agent, location and venueby conference call, the costs of such venue or call to be paid by Borrower), ) with Lenderall Lenders who choose to attend such meeting, at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of Borrower the Companies and the budgets presented for the current fiscal year of Borrowerthe Companies.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep in all material respects records and books of account in accordance with GAAP. Subject to any Gaming Laws restricting or modifying such actions, Borrower each Company will permit representatives of Lenderthe Administrative Agent (or if an Event of Default is continuing, any Lender coordinated through the Administrative Agent), at Lenderthe Administrative Agent’s expense (unless an Event of Default is continuing, in which case at Borrower’s expense), to visit and inspect any of its properties and examine any of its financial books and records at any reasonable time and upon reasonable prior notice, and as often as may reasonably be desired and during normal business hours, to discuss the business, operations, properties and financial and other condition of Borrower any Company with officers of Borrower such Company and with their respective independent certified public accountants (provided that a Responsible Officer may be present for any such discussions with independent certified public accountants if the Borrower so chooses); provided that, notwithstanding the foregoing, (x) such inspection rights shall be subject to confidentiality restrictions binding on Borrower the Loan Parties and its their Subsidiaries, and shall not encompass materials subject to attorney client privilege and (y) unless an Event of Default has occurred and is continuing, Lender the Administrative Agent may visit and inspect Borrower’s the Loan Parties’ and its their Subsidiaries’ offices and books and records not more than two times per fiscal year of Borrower. (b) Within 45 days after the end of each fiscal quarter and 90 days after the fourth fiscal quarter of each fiscal year (120 days in the case of the first fiscal year after the Closing Date) commencing after the Closing Date, at the request of Lenderthe Administrative Agent or Required Lenders, hold a meeting or conference call (at a mutually agreeable time and, to the extent applicable, location and venue, the costs of such venue or call to be paid by Borrower), ) with Lenderall Lenders who choose to attend such meeting, at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of Borrower the Companies and the budgets presented for the current fiscal year of Borrowerthe Companies.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and in all material respects records with all Requirements of Law are made of all dealings and books of account transactions in accordance with GAAPrelation to its business and activities. Subject to any Gaming Laws restricting or modifying such actions, Borrower Each Company will permit any representatives of Lender, at Lender’s expense designated by the Administrative Agent or any Lender (unless an Event of Default is continuing, in which case at Borrower’s expense), through the Administrative Agent) to visit and inspect any the financial records and the property of its properties and examine any of its financial books and records such Company at any reasonable time and upon times during normal business hours with reasonable prior notice, notice and as often as may reasonably be desired requested and during normal business hoursto make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender (through the Administrative Agent) to discuss (other than privileged information or confidential information about individual patients) the businessaffairs, operationsfinances, properties accounts and financial and other condition of Borrower any Company with the officers and employees thereof and advisors therefor (including independent accountants); provided that (i) this Section 5.07(a) shall not apply to HMO Subsidiaries to the extent prohibited by any Requirements of Law, (ii) a representative of Borrower and with their respective independent certified public accountants (provided that a Responsible Officer may shall be given the opportunity to be present for any such discussions communication with Borrower's independent certified public accountants if the Borrower so chooses); provided that, notwithstanding the foregoingaccountants, (xiii) such inspection rights shall be subject to confidentiality restrictions binding on Borrower and its Subsidiaries, and the Loan Parties shall not encompass materials subject be required to attorney client privilege pay the expenses of more than one such visit and (y) inspection during any fiscal year unless an any Event of Default has occurred and is continuing, continuing and (iv) each Lender may visit shall at times coordinate with Administrative Agent the frequency and inspect Borrower’s timing of any such visits and its Subsidiaries’ offices and books and records not more than two times per fiscal year of Borrowerinspections so as to reasonably minimize the burden imposed on the Loan Parties. (b) Within 45 150 days after the end of each fiscal quarter and 90 days after the fourth fiscal quarter of each fiscal year (120 days in the case of the first fiscal year after the Closing Date) commencing after the Closing DateCompanies, at the reasonable request of Lenderthe Administrative Agent or Required Lenders, use commercially reasonable efforts to hold a meeting or conference call (at a mutually agreeable location, venue and time andor, to at the extent applicable, location and venueoption of the Administrative Agent in consultation with Borrower by conference call, the costs of such venue or call to be paid by Borrower), ) with Lenderall Lenders who choose to attend such meeting, at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of Borrower the Companies and the budgets presented for the current fiscal year of Borrowerthe Companies. The Administrative Agent shall use commercially reasonable efforts to provide Lenders reasonable notice of any such meeting.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP consistently applied and all Requirements of Law are made of all material respects records dealings and books of account transactions in accordance with GAAPrelation to its business and activities. Subject to any Gaming Laws restricting or modifying such actionsUpon at least two (2) Business Days prior written notice, Borrower each Loan Party will permit any representatives of Lender, at Lender’s expense (unless an Event of Default is continuing, in which case at Borrower’s expense), designated by the Administrative Agent or any Lender to visit and inspect any the financial records (other than the records of its properties the Board of Directors) and examine any the property of its financial books and records such Company at any reasonable time and upon reasonable prior notice, times and as often as may reasonably be desired requested and during normal business hoursto make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the businessaffairs, operationsfinances, properties accounts and financial and other condition of Borrower any Loan Party with the officers of Borrower and with their respective employees thereof and advisors therefor (including independent certified public accountants (provided that a Responsible Officer may be present for any such discussions with independent certified public accountants if the Borrower so choosesaccountants); provided that, notwithstanding excluding any such visits and inspections during the foregoingcontinuation of an Event of Default, (xonly the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 5.07(a) such inspection rights shall be subject to confidentiality restrictions binding on Borrower and its Subsidiaries, and the Administrative Agent shall not encompass materials subject to attorney client privilege and (y) unless exercise such rights more often than three times during any calendar year absent the existence of an Event of Default has occurred that is continuing, each time to be at the Borrowers’ expense; provided, further that when an Event of Default exists and is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may visit do any of the foregoing at the expense of the Borrowers at any time during normal business hours and inspect Borrower’s upon reasonable advance notice. The Administrative Agent and its Subsidiariesthe Lenders shall give the Loan Parties the opportunity to participate in any discussions with the Borrowers’ offices and books and records not more than two times per fiscal year advisors (including independent public accountants). Notwithstanding anything to the contrary in this Section 5.07(a), none of Borrowerthe Loan Parties will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by applicable law or binding agreement or (ii) that is subject to attorney-client privilege or constitutes attorney work product. (b) Within 45 150 days after the end of each fiscal quarter and 90 days after the fourth fiscal quarter of each fiscal year (120 days in the case of the first fiscal year after the Closing Date) commencing after the Closing DateCompanies, at the written request of Lenderthe Administrative Agent or Required Lenders, hold a meeting or which, at Borrowers’ option, may be by conference call (at a mutually agreeable time and, to the extent applicable, location and venue, the costs of any such venue or call to be paid by BorrowerXxxxxxxxx), with Lenderall Lenders who choose to attend such meeting, at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of Borrower the Companies and the budgets presented for the current fiscal year of Borrowerthe Companies.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep in all material respects records and books of account in accordance with GAAP. Subject to any Gaming Laws restricting or modifying such actions, Borrower each Company will permit representatives of Lenderthe Administrative Agent (or if an Event of Default is continuing, any Lender coordinated through the Administrative Agent), at Lenderthe Administrative Agent’s expense (unless an Event of Default is continuing, in which case at Borrower’s expense), to visit and inspect any of its properties and examine any of its financial books and records at any reasonable time and upon reasonable prior notice, and as often as may reasonably be desired and during normal business hours, to discuss the business, operations, properties and financial and other condition of Borrower any Company with officers of Borrower such Company and with their respective independent certified public accountants (provided that a Responsible Officer may be present for any such discussions with independent certified public accountants if the Borrower so chooses); provided that, notwithstanding the foregoing, (x) such inspection rights shall be subject to confidentiality restrictions binding on Borrower the Loan Parties and its their Subsidiaries, and shall not encompass materials subject to attorney client privilege and (y) unless an Event of Default has occurred and is continuing, Lender the Administrative Agent may visit and inspect Borrower’s the Loan Parties’ and its their Subsidiaries’ offices and books and records not more than two times per fiscal year of Borrower. (b) Within 45 days after the end of each fiscal quarter and 90 days after the fourth fiscal quarter of each fiscal year (120 days in the case of the first fiscal year after the Closing Date) commencing after the Closing Date, at the request of Lenderthe Administrative Agent or Required Lenders, hold a meeting or conference call (at a mutually agreeable time and, to the extent applicable, location and venue, the costs of such venue or call to be paid by Borrower), ) with Lenderall Lenders who choose to attend such meeting, at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of Borrower the Companies and the budgets presented for the current fiscal year of Borrowerthe Companies.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep in all material respects records and proper books of record and account in accordance which full, true and correct entries in conformity with GAAPGAAP and all Requirements of Law are made of all dealings and transactions in relation to its business and activities. Subject to any Gaming Laws restricting or modifying such actions, Borrower Each Company will permit any representatives of Lender, at Lender’s expense (unless an Event of Default is continuing, in which case at Borrower’s expense), designated by the Administrative Agent or any Lender to visit and inspect any the financial records and the property of its properties and examine any of its financial books and records such Company at any reasonable time and times upon reasonable prior notice, advance notice and as often as may reasonably be desired requested and during normal business hoursto make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the businessaffairs, operationsfinances, properties accounts and financial and other condition of Borrower any Company with the officers of Borrower and with their respective employees thereof and advisors therefor (including independent certified public accountants (provided that a Responsible Officer may be present for any such discussions with independent certified public accountants if the Borrower so choosesaccountants); provided thatprovided, notwithstanding however, that other than during the foregoingexistence of a Default, visits and inspections by Lenders (xother than the Administrative Agent, the Collateral Agent and the Issuing Bank) such inspection rights shall be subject limited to confidentiality restrictions binding on Borrower and its Subsidiaries, and shall not encompass materials subject to attorney client privilege and (y) unless an Event of Default has occurred and is continuing, Lender may visit and inspect Borrower’s and its Subsidiaries’ offices and books and records not more than two times once per fiscal year of Borroweryear. (b) To the extent required by GAAP, maintain adequate reserves for future costs associated with any Black Lung Liabilities, retiree and health care benefits, any Reclamation and any other potential Environmental Claim. (c) Within 45 120 days after the end of each fiscal quarter and 90 days after the fourth fiscal quarter close of each fiscal year (120 days in the case of the first fiscal year after the Closing Date) commencing after the Closing DateHoldings, at the request of Lenderthe Administrative Agent or Required Lenders, hold a meeting or conference call (at a mutually agreeable time and, to the extent applicable, location and venuetime or, at the costs option of the Administrative Agent, by conference call) with all Lenders who choose to attend such venue or call to be paid by Borrower), with Lender, meeting at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of Borrower the Companies and the budgets presented for the current fiscal year of Borrowerthe Companies. (d) At its election, the Administrative Agent or any Lender retain an independent engineer or environmental consultant to conduct an environmental assessment of any Mortgaged Property or other Real Property. Borrower shall, and shall cause each of the Companies to, cooperate in the performance of any such environmental assessment and permit any such engineer or consultant designated by the Administrative Agent or such Lender to have full access to each property or facility at reasonable times during normal business hours and after reasonable notice to Borrower of the plans to conduct such an environmental assessment. Such environmental assessments shall not be conducted more than once per year but may be conducted at any time after the occurrence and during the continuance of a Default or an Event of Default. Such environmental assessments shall be at the cost and expense of the Administrative Agent or such Lender, provided that, in the event that such environmental assessment is in response to a Environmental Claim or detects a previously unknown matter or condition requiring material Response or Reclamation, then Borrower shall promptly reimburse such costs and expenses. Such environmental assessments shall be kept confidential and protected from disclosure to non-parties to this Agreement to the maximum extent permitted by law.