Common use of Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings Clause in Contracts

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities which permit financial statements to be prepared in conformity with GAAP and all requirements of law. Each Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent or the Required Lenders to visit and inspect the financial records and the properties of such person at reasonable times and as often as reasonably requested upon reasonable notice and to make extracts from and copies of such financial records (in each case excluding patient medical records and any other material which is confidential pursuant to any laws, rules, regulations and decrees and orders of any Governmental Authority) and permit any representatives designated by the Administrative Agent or the Required Lenders to discuss the affairs, finances and condition of such person with the officers thereof and independent accountants therefor (with a senior officer of the Borrower present); provided that, excluding any such visits and inspections during the continuation of an Event of Default, only one such visit during any fiscal year shall be at the Borrower’s expense. (b) Permit the Administrative Agent and any persons designated by the Administrative Agent (including any consultants, accountants and appraisers retained by the Administrative Agent) to conduct field examinations, verifications and evaluations of any Loan Party’s or Originating Subsidiary’s books and records or any other financial or Collateral matters relating to the Borrower’s computation of the Borrowing Base (or any component thereof) and the related reporting and control systems at such time or times as may be requested by the Administrative Agent in its Permitted Credit Judgment; provided that, notwithstanding anything to the contrary in Section 9.03 or any other Loan Document, not more than (A) one field examination in any period of 12 consecutive months and (B) one additional field examination commenced within 12 months after any time when the Aggregate Revolving Credit Exposure shall have been greater than 75% of the Line Cap for at least five consecutive Business Days shall be at the expense of the Loan Parties; provided further that, notwithstanding the foregoing, any field examination commenced in the Administrative Agent’s reasonable discretion at any time when an Event of Default shall have occurred and be continuing shall be at the expense of the Loan Parties. For purposes of this paragraph, it is understood and agreed that a single field examination may be conducted at multiple relevant sites and involve one or more Loan Parties or Originating Subsidiaries and their assets. The Borrower acknowledges that the Administrative Agent, after exercising its rights under this Section, may prepare and distribute to the Lenders certain reports pertaining to the Loan Parties’ and Originating Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders, it being understood and agreed that such reports or other information shall be subject to Section 9.17. Neither the Administrative Agent nor any Lender shall have any duty to any Loan Party to make any field examination, nor to share any results of any field examination or report with any Loan Party; provided that to the extent Total Reserves are increased as a result of any such field examination, the results of such field examination and any related reports shall be made available to the Borrower reasonably promptly upon request. The Borrower acknowledges that all field examinations and reports are prepared by the Administrative Agent and Lenders for their purposes, and the Borrower shall not be entitled to rely upon them. (c) In the case of Parent and the Borrower, use commercially reasonable efforts to maintain a corporate rating from S&P and a corporate family rating from Xxxxx’x, in each case in respect of Parent.

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which full, true and correct entries in conformity in all material respects with GAAP are made of all material financial dealings and transactions in relation to its business and activities which permit financial statements to be prepared in conformity with GAAP and all requirements of lawactivities. Each Loan Party Company will, and will cause each of its subsidiaries Subsidiaries to, permit any representatives designated by the Administrative Agent or the Required Lenders to, upon written notice to the Borrower and at the Borrower’s expense, visit and inspect the financial records and the properties of such person Person at reasonable times and as often as reasonably requested upon reasonable notice frequency and to make extracts from from, and copies of of, such financial records (in each case excluding patient medical records and any other material which is confidential pursuant to any lawsrecords, rules, regulations and decrees and orders of any Governmental Authority) and permit any representatives designated by the Administrative Agent or the Required Lenders to discuss the affairs, finances and condition of such person Person with the officers thereof and independent accountants therefor (with provided that a senior officer representative of the Borrower is given the opportunity to be present)) independent accountants therefor; provided that, excluding any such visits and inspections during the continuation of an so long as no Event of DefaultDefault has occurred and is continuing, (i) only one such visit during any fiscal year shall be at the Borrower’s expense. (b) Permit Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Required Lenders under this Section 5.07, (ii) any persons designated by the Administrative Agent (including any consultants, accountants such visit and appraisers retained by the Administrative Agent) to conduct field examinations, verifications and evaluations of any Loan Party’s or Originating Subsidiary’s books and records or any other financial or Collateral matters relating to the Borrower’s computation of the Borrowing Base (or any component thereof) and the related reporting and control systems at such time or times as may be requested inspection by the Administrative Agent in its Permitted Credit Judgment; provided that, notwithstanding anything to the contrary in Section 9.03 or any other Loan Document, not more than (A) excess of one field examination in any period of 12 consecutive months and (B) one additional field examination commenced within 12 months after any time when the Aggregate Revolving Credit Exposure shall have been greater than 75% of the Line Cap for at least five consecutive Business Days per calendar year shall be at the expense of the Loan Parties; provided further thatAdministrative Agent. Notwithstanding anything to the contrary in Section 5.04 (h) or (i) or this Section 5.07, notwithstanding no Company shall be required to disclose, permit the foregoinginspection, examination or making copies or abstracts of, or discussion of, any field examination commenced document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in the Administrative Agent’s reasonable discretion at any time when an Event respect of Default shall have occurred and be continuing shall be at the expense of the Loan Parties. For purposes of this paragraph, it is understood and agreed that a single field examination may be conducted at multiple relevant sites and involve one or more Loan Parties or Originating Subsidiaries and their assets. The Borrower acknowledges that the Administrative Agent, after exercising its rights under this Section, may prepare and distribute which disclosure to the Lenders certain reports pertaining to the Loan Parties’ and Originating Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders, it being understood and agreed or any Lender (or their respective representatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that such reports or other information shall be is subject to Section 9.17. Neither the Administrative Agent nor any Lender shall have any duty to any Loan Party to make any field examination, nor to share any results of any field examination attorney-client or report with any Loan Party; provided that to the extent Total Reserves are increased as a result of any such field examination, the results of such field examination and any related reports shall be made available to the Borrower reasonably promptly upon request. The Borrower acknowledges that all field examinations and reports are prepared by the Administrative Agent and Lenders for their purposes, and the Borrower shall not be entitled to rely upon themsimilar privilege or constitutes attorney work product. (cb) In the case of Parent and the Borrower, The Borrower shall use commercially reasonable efforts to maintain a corporate rating from S&P (i) facility and a corporate family rating from Xxxxx’xrecovery ratings (but, in each case in respect case, no particular rating) of Parent.the Credit Facility and

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities which permit financial statements to be prepared in conformity with GAAP and all requirements of law. Each Loan Party will, and will cause each of its subsidiaries to, permit are made. (b) Permit any representatives designated by the Administrative Agent (or any Lender if accompanying the Required Lenders Administrative Agent) to visit and inspect during normal business hours the financial records and the properties of such person at reasonable times and as often as reasonably requested the Borrower or the Restricted Subsidiaries upon reasonable notice advance notice, and to make extracts from and copies of such financial records (in each case excluding patient medical records and any other material which is confidential pursuant to any lawsrecords, rules, regulations and decrees and orders of any Governmental Authority) and permit any such representatives designated by the Administrative Agent or the Required Lenders to discuss the affairs, finances and condition of such person Person with the officers thereof and independent accountants therefor (therefor; provided that the Administrative Agent shall give the Borrower an opportunity to participate in any discussions with a senior officer its accountants; provided, further, that in the absence of the Borrower present); provided that, excluding any such visits and inspections during the continuation existence of an Event of Default, only one such visit the Administrative Agent shall not exercise its rights under this Section 5.07 more often than two times during any fiscal year and only one such time shall be at the Borrower’s expense. (b) Permit the Administrative Agent and any persons designated by ; provided, further, that when an Event of Default exists, the Administrative Agent (including or any consultants, accountants and appraisers retained by Lender if accompanying the Administrative Agent) to conduct field examinations, verifications and evaluations of their respective designees may do any Loan Party’s or Originating Subsidiary’s books and records or any other financial or Collateral matters relating to the Borrower’s computation of the Borrowing Base (or any component thereof) and the related reporting and control systems at such time or times as may be requested by the Administrative Agent in its Permitted Credit Judgment; provided that, notwithstanding anything to the contrary in Section 9.03 or any other Loan Document, not more than (A) one field examination in any period of 12 consecutive months and (B) one additional field examination commenced within 12 months after any time when the Aggregate Revolving Credit Exposure shall have been greater than 75% of the Line Cap for at least five consecutive Business Days shall be foregoing at the expense of the Loan Parties; provided further that, notwithstanding the foregoing, any field examination commenced in the Administrative Agent’s reasonable discretion Borrower at any time when an Event of Default shall have occurred during normal business hours and be continuing shall be at the expense of the Loan Parties. For purposes of this paragraph, it is understood and agreed that a single field examination may be conducted at multiple relevant sites and involve one or more Loan Parties or Originating Subsidiaries and their assets. The Borrower acknowledges that the Administrative Agent, after exercising its rights under this Section, may prepare and distribute to the Lenders certain reports pertaining to the Loan Parties’ and Originating Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders, it being understood and agreed that such reports or other information shall be subject to Section 9.17. Neither the Administrative Agent nor any Lender shall have any duty to any Loan Party to make any field examination, nor to share any results of any field examination or report with any Loan Party; provided that to the extent Total Reserves are increased as a result of any such field examination, the results of such field examination and any related reports shall be made available to the Borrower reasonably promptly upon request. The Borrower acknowledges that all field examinations and reports are prepared by the Administrative Agent and Lenders for their purposes, and the Borrower shall not be entitled to rely upon themreasonable advance notice. (c) In Use commercially reasonable efforts to obtain and thereafter maintain in effect annual private letter ratings for the case of Parent and Credit Facilities from each Rating Agency; provided that if private letter ratings are no longer provided by the Borrowerapplicable Rating Agency, the Borrower must use commercially reasonable efforts to maintain obtain a corporate public rating from S&P and a corporate family rating from Xxxxx’x, in each case in respect of Parentsuch Rating Agency.

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep Maintain (i) proper books of record and account, in which true, complete and correct entries in conformity with GAAP or SAP, as applicable, shall be made of all material financial transactions and matters involving the material assets and business of Parent and the Subsidiaries and (ii) such books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities which permit financial statements to be prepared in conformity with GAAP and all applicable requirements of law. Each Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent or the Required Lenders to visit and inspect the financial records and the properties of such person at reasonable times and as often as reasonably requested upon reasonable notice and to make extracts from and copies of such financial records (in each case excluding patient medical records and any other material which is confidential pursuant to any laws, rules, regulations and decrees and orders of any Governmental Authority) Authority having regulatory jurisdiction over Parent and permit any representatives designated by the Administrative Agent or the Required Lenders to discuss the affairs, finances and condition of such person with the officers thereof and independent accountants therefor (with a senior officer of the Borrower present); provided that, excluding any such visits and inspections during the continuation of an Event of Default, only one such visit during any fiscal year shall be at the Borrower’s expenseSubsidiaries. (b) Permit representatives designated by, and independent contractors of, the Administrative Agent and any persons designated by the Administrative Agent (including any consultants, accountants and appraisers retained by the Administrative Agent) to conduct field examinations, verifications and evaluations of any Loan Party’s or Originating Subsidiary’s books and records or any other Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or Collateral matters relating abstracts therefrom, and to the Borrower’s computation of the Borrowing Base (or any component thereof) discuss its affairs, finances and the related reporting accounts with its directors, officers and control systems at such time or times as may be requested by the Administrative Agent in its Permitted Credit Judgment; provided thatindependent public accountants, notwithstanding anything to the contrary in Section 9.03 or any other Loan Document, not more than (A) one field examination in any period of 12 consecutive months and (B) one additional field examination commenced within 12 months after any time when the Aggregate Revolving Credit Exposure shall have been greater than 75% of the Line Cap for at least five consecutive Business Days shall be all at the expense of Parent and the Loan PartiesBorrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Parent (which notice shall not be required at any time after the occurrence and during the continuance of an Event of Default); provided further thatprovided, notwithstanding however, that so long as no Event of Default has occurred and is continuing, Parent and the Borrowers shall be obligated to pay the expenses of only one such visit in any calendar year. Notwithstanding the foregoing, any field examination commenced in the Administrative Agent’s reasonable discretion at any time when an Event of Default shall have occurred and be continuing no Loan Party shall be required to disclose (i) any materials subject to a confidentiality obligation binding upon such Loan Party (provided that such Loan Party shall, at the expense request of the Loan Parties. For purposes of this paragraph, it is understood and agreed that a single field examination may be conducted at multiple relevant sites and involve one or more Loan Parties or Originating Subsidiaries and their assets. The Borrower acknowledges that the Administrative Agent, after exercising its rights under this Section, may prepare and distribute to the Lenders certain reports pertaining to the Loan Parties’ and Originating Subsidiaries’ assets for internal use by the Administrative Agent and or any Lender, use commercially reasonable efforts to obtain permission for such disclosure and, in the Lendersevent permission cannot be obtained, it being understood and agreed that furnish some information regarding the matters to which such reports or other information shall materials relate as can reasonably be subject to Section 9.17. Neither the Administrative Agent nor any Lender shall have any duty to any Loan Party to make any field examination, nor to share any results of any field examination or report with any Loan Party; provided that to the extent Total Reserves are increased as a result of any such field examination, the results furnished without violation of such field examination and confidentiality obligations) or (ii) any related reports shall be made available to communications protected by attorney-client privilege the Borrower reasonably promptly upon request. The Borrower acknowledges that all field examinations and reports are prepared by the Administrative Agent and Lenders for their purposes, and the Borrower shall not be entitled to rely upon themdisclosure or inspection of which would waive such privilege. (c) In the case of Parent and the each Borrower, use commercially reasonable efforts to maintain a corporate rating from cause the Credit Facilities to be continuously rated by S&P and a corporate family rating from Xxxxx’x, in each case in respect of Parent.

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which full, true and correct entries in conformity in all material respects with GAAP are made of all material financial dealings and transactions in relation to its business and activities which permit financial statements to be prepared in conformity with GAAP and all requirements of lawactivities. Each Loan Party RCS Company will, and will cause each of its subsidiaries Subsidiaries to, permit any representatives designated by the Administrative Agent or the Required Lenders to, upon written notice to the Borrower and at the Borrower’s expense, visit and inspect the financial records and the properties of such person Person at reasonable times and as often as reasonably requested upon reasonable notice frequency and to make extracts from and copies of such financial records (in each case excluding patient medical records and any other material which is confidential pursuant to any lawsrecords, rules, regulations and decrees and orders of any Governmental Authority) and permit any representatives designated by the Administrative Agent or the Required Lenders to discuss the affairs, finances and condition of such person Person with the officers thereof and independent accountants therefor (with provided that a senior officer representative of the Borrower is given the opportunity to be present)) independent accountants therefor; provided that, excluding any such visits and inspections during the continuation of an so long as no Event of DefaultDefault has occurred and is continuing, (i) only one such visit during any fiscal year shall be at the Borrower’s expense. (b) Permit Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Required Lenders under this Section 5.07, (ii) any persons designated by the Administrative Agent (including any consultants, accountants such visit and appraisers retained by the Administrative Agent) to conduct field examinations, verifications and evaluations of any Loan Party’s or Originating Subsidiary’s books and records or any other financial or Collateral matters relating to the Borrower’s computation of the Borrowing Base (or any component thereof) and the related reporting and control systems at such time or times as may be requested inspection by the Administrative Agent in its Permitted Credit Judgment; provided that, notwithstanding anything to the contrary in Section 9.03 or any other Loan Document, not more than (A) excess of one field examination in any period of 12 consecutive months and (B) one additional field examination commenced within 12 months after any time when the Aggregate Revolving Credit Exposure shall have been greater than 75% of the Line Cap for at least five consecutive Business Days per calendar year shall be at the expense of the Loan Parties; provided further thatAdministrative Agent. Notwithstanding anything to the contrary in Section 5.04(h) or this Section 5.07, notwithstanding no Company shall be required to disclose, permit the foregoinginspection, examination or making copies or abstracts of, or discussion of, any field examination commenced document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in the Administrative Agent’s reasonable discretion at any time when an Event respect of Default shall have occurred and be continuing shall be at the expense of the Loan Parties. For purposes of this paragraph, it is understood and agreed that a single field examination may be conducted at multiple relevant sites and involve one or more Loan Parties or Originating Subsidiaries and their assets. The Borrower acknowledges that the Administrative Agent, after exercising its rights under this Section, may prepare and distribute which disclosure to the Lenders certain reports pertaining to the Loan Parties’ and Originating Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders, it being understood and agreed or any Lender (or their respective representatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that such reports or other information shall be is subject to Section 9.17. Neither the Administrative Agent nor any Lender shall have any duty to any Loan Party to make any field examination, nor to share any results of any field examination attorney-client or report with any Loan Party; provided that to the extent Total Reserves are increased as a result of any such field examination, the results of such field examination and any related reports shall be made available to the Borrower reasonably promptly upon request. The Borrower acknowledges that all field examinations and reports are prepared by the Administrative Agent and Lenders for their purposes, and the Borrower shall not be entitled to rely upon themsimilar privilege or constitutes attorney work product. (cb) In the case of Parent and the Borrower, The Borrower shall use commercially reasonable efforts to maintain a public corporate credit rating (but no particular rating) from S&P and a public corporate family rating (but no particular rating) from Xxxxx’x, in Mxxxx’x and a public rating (but no particular rating) of the Credit Facilities by each case in respect of ParentS&P and Mxxxx’x.

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which full, true and correct entries in all material respects in conformity with GAAP or, with respect to any Subsidiary organized outside of the United States, the local accounting standards applicable in the relevant jurisdiction and all requirements of law, are made of all material dealings and transactions in relation to its business and activities which permit financial statements to be prepared in conformity with GAAP and all requirements of lawactivities. Each Loan Party will, and will cause each of its subsidiaries Material Subsidiaries to, permit any representatives or advisors designated by the Administrative Agent or the Required Lenders to visit and inspect the financial records and the properties of such person at reasonable times and as often as reasonably requested Person upon reasonable notice and at reasonable times during normal business hours (provided that (i) such visits shall be coordinated by the Administrative Agent on its own behalf or on behalf of, and at the request of, the Required Lenders, (ii) a representative of the Loan Parties may be present at any such visits and inspections, (iii) such visits shall be limited to make extracts from no more than one such visit per calendar year, and copies (iv) such visits shall be at the requesting Lenders’ expense, except in the case of such financial records clauses (in each case excluding patient medical records iii) and any other material which is confidential pursuant to any laws(iv) during the continuance of an Event of Default), rules, regulations and decrees and orders of any Governmental Authority) and permit any representatives designated by the Administrative Agent (including advisors to the Administrative Agent or the Required Lenders Lenders) to discuss have reasonable discussions upon reasonable notice and at reasonable times during normal business hours regarding the affairs, finances and condition of such person Person with the officers thereof and independent accountants therefor (with a senior officer of the Borrower present); provided that, excluding any that such visits and inspections discussions shall be limited to no more than once per calendar year except during the continuation continuance of an Event of Default); provided, only one such visit during further that no Loan Party will be required to disclose or permit the inspection or discussion of, any fiscal year shall be at 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 Borrower’s expenseAdministrative Agent or any Lender (or their respective representatives) is prohibited by any Requirement of Law or any binding agreement or (z) that is subject to attorney client or similar privilege or constitutes attorney work product). (b) Permit the Administrative Agent and any persons designated by the Administrative Agent (including any consultants, accountants and appraisers retained by the Administrative Agent) to conduct field examinations, verifications and evaluations of any Loan Party’s or Originating Subsidiary’s books and records or any other financial or Collateral matters relating to the Borrower’s computation of the Borrowing Base (or any component thereof) and the related reporting and control systems at such time or times as may be requested by the Administrative Agent in its Permitted Credit Judgment; provided that, notwithstanding anything to the contrary in Section 9.03 or any other Loan Document, not more than (A) one field examination in any period of 12 consecutive months and (B) one additional field examination commenced within 12 months after any time when the Aggregate Revolving Credit Exposure shall have been greater than 75% of the Line Cap for at least five consecutive Business Days shall be at the expense of the Loan Parties; provided further that, notwithstanding the foregoing, any field examination commenced in the Administrative Agent’s reasonable discretion at any time when an Event of Default shall have occurred and be continuing shall be at the expense of the Loan Parties. For purposes of this paragraph, it is understood and agreed that a single field examination may be conducted at multiple relevant sites and involve one or more Loan Parties or Originating Subsidiaries and their assets. The Borrower acknowledges that the Administrative Agent, after exercising its rights under this Section, may prepare and distribute to the Lenders certain reports pertaining to the Loan Parties’ and Originating Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders, it being understood and agreed that such reports or other information shall be subject to Section 9.17. Neither the Administrative Agent nor any Lender shall have any duty to any Loan Party to make any field examination, nor to share any results of any field examination or report with any Loan Party; provided that to the extent Total Reserves are increased as a result of any such field examination, the results of such field examination and any related reports shall be made available to the Borrower reasonably promptly upon request. The Borrower acknowledges that all field examinations and reports are prepared by the Administrative Agent and Lenders for their purposes, and the Borrower shall not be entitled to rely upon them. (c) In the case of Parent Holdings and the BorrowerBorrowers, use commercially reasonable efforts to cause the Credit Facilities to be continuously rated publicly by S&P and Xxxxx’x, and in the case of Holdings, use commercially reasonable efforts to maintain a public corporate rating from S&P and a public corporate family rating from Xxxxx’x, in each case in respect of ParentHoldings.

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep Holdings and each Subsidiary will keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all material respects requirements of law are made of all dealings and transactions in relation to its business and activities which permit financial statements to be prepared in conformity with GAAP activities. (b) Holdings and all requirements of law. Each Loan Party will, and each Subsidiary will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent or the Required Lenders any Lender to visit and inspect the financial records and the properties of such person at Person during regular business hours upon reasonable times prior notice and as often as reasonably requested upon reasonable notice and to make extracts from and copies of such financial records (in each case excluding patient medical records and any other material which is confidential pursuant to any lawsrecords, rules, regulations and decrees and orders of any Governmental Authority) and permit any representatives designated by the Administrative Agent or the Required Lenders any Lender to discuss the affairs, finances and condition of such person Person with the officers thereof and independent accountants therefor (with a senior officer therefor; provided, that Holdings and each Subsidiary will reimburse the Agent for all reasonable charges, costs and expenses of the Borrower present); provided that, excluding any such visits and inspections during the continuation of an Event of Default, only one such visit during any fiscal year shall be at the Borrower’s expense. Agent in connection with up to four (b4) Permit the Administrative Agent and any persons designated by the Administrative Agent (including any consultants, accountants and appraisers retained by the Administrative Agent) to conduct field examinations, verifications and evaluations examinations per Loan Year of any Loan Party’s or Originating SubsidiaryObligor’s books and records or any other financial or Collateral matters relating to as the Borrower’s computation Agent deems appropriate, including, without limitation, expenses of the Borrowing Base Agent’s outside appraisal group for any and all appraisals conducted by or on behalf of the Agent. Holdings and each Subsidiary will cooperate fully (or any component thereof) including by promptly providing such information and the related reporting and control systems at such time or times documents as may be reasonably requested by the Administrative Agent or its designees) in its Permitted Credit Judgment; provided that, notwithstanding anything to the contrary in Section 9.03 or any other Loan Document, not more than (A) one conduct and completion of each field examination in any period of 12 consecutive months and by the Agent or its designees. (Bc) one additional field examination commenced within 12 months after any time when the Aggregate Revolving Credit Exposure shall have been greater than 75% of the Line Cap for at least five consecutive Business Days shall be at the expense of the Loan Parties; provided further that, notwithstanding the foregoing, any field examination commenced in the Administrative Agent’s reasonable discretion at any time when If an Event of Default shall have has occurred and is continuing (i) Agent shall not be required to provide advance notice of any such examination to the Borrowers or any other Obligor or conduct any such examination during normal business hours, (ii) any such examination commenced at any time during which an Event of Default has occurred and is continuing shall not be counted as one of the examinations described in Section 10.1.6(b) above (even if the Event of Default ceases to be continuing during the course of such examination), and (iii) any costs incurred by the Agent in connection with such examinations shall be at the expense of the Loan Parties. For purposes of this paragraph, it is understood and agreed that a single field examination may be conducted at multiple relevant sites and involve one or more Loan Parties or Originating Subsidiaries and their assets. The Borrower acknowledges that the Administrative Agent, after exercising its rights under this Section, may prepare and distribute to the Lenders certain reports pertaining to the Loan Parties’ and Originating Subsidiaries’ assets for internal use paid in full by the Administrative Obligors (which cost reimbursement shall apply even if the Event of Default ceases to be continuing during the course of an examination). Subject to and without limiting the foregoing, Obligors specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the Lenders, it being understood and agreed that such reports or other information shall be subject to Section 9.17. standard charges of Agent’s outside appraisal group. (d) Neither the Administrative Agent nor any Lender shall have any duty to Holdings or any Loan Party Borrower to make any field inspection or examination, nor to share any results of any field examination inspection, examination, appraisal or report with Holdings or any Loan Party; provided that to the extent Total Reserves are increased as a result of any such field examination, the results of such field examination Borrower. Holdings and any related reports shall be made available to the Borrower reasonably promptly upon request. The Borrower acknowledges Borrowers acknowledge that all field examinations inspections, appraisals and reports are prepared by the Administrative Agent and Lenders for their purposes, and the Borrower Holdings and Borrowers shall not be entitled to rely upon them. (ce) In the case of Parent Holdings and the Borrower, Borrowers will use commercially reasonable efforts to maintain a corporate rating from cause the credit facility provided for herein to be continuously rated by S&P and a corporate family rating from Xxxxx’x, in each case in respect of Parent.

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities which permit financial statements to be prepared in conformity with GAAP and all requirements of law. Each Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent or the Required Lenders to visit and inspect the financial records and the properties of such person at reasonable times and as often as reasonably requested upon reasonable notice and to make extracts from and copies of such financial records (in each case excluding patient medical records and any other material which is confidential pursuant to any laws, rules, regulations and decrees and orders of any Governmental Authority) and permit any representatives designated by the Administrative Agent or the Required Lenders to discuss the affairs, finances and condition of such person with the officers thereof and independent accountants therefor (with a senior officer of the Borrower present); provided that, excluding any such visits and inspections during the continuation of an Event of Default, only one such visit during any fiscal year shall be at the Borrower’s expense. (b) Permit Reimburse the Administrative Agent for all reasonable and any persons designated by documented charges, costs and expenses of the Administrative Agent (including any consultants, accountants and appraisers retained by the Administrative Agent) to conduct in connection with field examinations, verifications and evaluations of any Loan Party’s or Originating Subsidiary’s books and records or any other financial or Collateral matters relating to the Borrower’s computation of the Borrowing Base (or any component thereof) and the related reporting and control systems at such time or times as may be requested by the Administrative Agent in its Permitted Credit Judgmentreasonably deems appropriate, up to three times during the first year following the Closing Date and thereafter, twice per year; provided thatprovided, notwithstanding anything to the contrary in Section 9.03 or any other Loan Documenthowever, not more than (A) one that if a field examination in any period is initiated while a Default or Event of 12 consecutive months Default has occurred and (B) one additional field examination commenced within 12 months after any time when the Aggregate Revolving Credit Exposure shall have been greater than 75% of the Line Cap for at least five consecutive Business Days is continuing, all charges, costs and expenses therefor shall be at the expense of the Loan Parties; provided further that, notwithstanding reimbursed by Borrower without regard to such limits. Subject to and without limiting the foregoing, any field examination commenced in Borrower specifically agrees to pay the Administrative Agent’s reasonable discretion then standard charges for each day that an employee of such Agent or its branches or Affiliates is engaged in any examination activities, and shall pay the standard charges of such Agent’s internal appraisal group. This Section shall not be construed to limit the Administrative Agent’s right to conduct examinations or to obtain appraisals at any time when an Event of Default shall have occurred and be continuing shall be at the expense of the Loan Parties. For purposes of this paragraphin its discretion, it is understood and agreed that a single field examination may be conducted at multiple relevant sites and involve one or more Loan Parties or Originating Subsidiaries and their assets. The Borrower acknowledges that the Administrative Agent, after exercising its rights under this Section, may prepare and distribute nor to the Lenders certain reports pertaining to the Loan Parties’ and Originating Subsidiaries’ assets use third parties for internal use by the Administrative Agent and the Lenders, it being understood and agreed that such reports or other information shall be subject to Section 9.17purposes. Neither the Administrative Agent nor any Lender shall have any duty to any Loan Party Borrower to make any field examinationinspection, nor to share any results of any field examination inspection, appraisal or report with any Loan Party; provided that to the extent Total Reserves are increased as a result of any such field examination, the results of such field examination and any related reports shall be made available to the Borrower reasonably promptly upon requestBorrower. The Borrower acknowledges that all field examinations inspections, appraisals and reports are prepared by the Administrative Agent and Lenders for their purposes, and the Borrower shall not be entitled to rely upon them. (c) In the case of Parent and the Borrower, use commercially reasonable efforts to maintain a corporate rating from S&P and a corporate family rating from Xxxxx’x, in each case in respect of Parentthe Borrower.

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep Holdings and each Subsidiary will keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all material respects requirements of law are made of all dealings and transactions in relation to its business and activities which permit financial statements to be prepared in conformity with GAAP activities. (b) Holdings and all requirements of law. Each Loan Party will, and each Subsidiary will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent or the Required Lenders any Lender to visit and inspect the financial records and the properties of such person at Person during regular business hours upon reasonable times prior notice and as often as reasonably requested upon reasonable notice and to make extracts from and copies of such financial records (in each case excluding patient medical records and any other material which is confidential pursuant to any lawsrecords, rules, regulations and decrees and orders of any Governmental Authority) and permit any representatives designated by the Administrative Agent or the Required Lenders any Lender to discuss the affairs, finances and condition of such person Person with the officers thereof and independent accountants therefor therefor; provided, that Holdings and each Subsidiary will reimburse Agent for all charges, costs and expenses of Agent in connection with (with a senior officer of the Borrower present); provided that, excluding any such visits and inspections i) during the continuation of an Event of Defaultfirst Loan Year, only one such visit during any fiscal year shall be at the Borrower’s expense. (b) Permit the Administrative Agent and any persons designated by the Administrative Agent (including any consultants, accountants and appraisers retained by the Administrative Agent) up to conduct field examinations, verifications and evaluations two examinations of any Loan Party’s or Originating SubsidiaryObligor’s books and records or any other financial or Collateral matters relating to the Borrower’s computation as Agent deems appropriate; and (ii) during each subsequent Loan Year, so long as no Default or Event of the Borrowing Base Default has occurred and is continuing, (or A) if at no time during such Loan Year has average daily Availability for any component thereof) and the related reporting and control systems at such time or times as may be requested by the Administrative Agent in its Permitted Credit Judgment; provided thatmonth been less than $100,000,000, notwithstanding anything to the contrary in Section 9.03 or any other Loan Document, then not more than one (A1) one field such examination in any period of 12 consecutive months such Loan Year and (B) one additional field if average daily Availability for any month has been less than $100,000,000 at no time during such Loan Year, then not more than two (2) such examination commenced within 12 months after any time when the Aggregate Revolving Credit Exposure shall have been greater than 75% of the Line Cap for at least five consecutive Business Days shall be at the expense of the in such Loan Parties; provided further that, notwithstanding the foregoing, any field examination commenced in the Administrative Agent’s reasonable discretion at any time when Year. (c) If an Event of Default shall have has occurred and is continuing (i) Agent shall not be required to provide advance notice of any such examination to the Borrowers or any other Obligor or conduct any such examination during normal business hours, (ii) any such examination commenced at any time during which an Event of Default has occurred and is continuing shall not be counted as one of the examinations described in Section 10.1.6(b) above (even if the Event of Default ceases to be continuing during the course of such examination), and (iii) any costs incurred by the Agent in connection with such examinations shall be at the expense of the Loan Parties. For purposes of this paragraph, it is understood and agreed that a single field examination may be conducted at multiple relevant sites and involve one or more Loan Parties or Originating Subsidiaries and their assets. The Borrower acknowledges that the Administrative Agent, after exercising its rights under this Section, may prepare and distribute to the Lenders certain reports pertaining to the Loan Parties’ and Originating Subsidiaries’ assets for internal use paid in full by the Administrative Obligors (which cost reimbursement shall apply even if the Event of Default ceases to be continuing during the course of an examination). Subject to and without limiting the foregoing, Obligors specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the Lenders, it being understood and agreed that such reports or other information shall be subject to Section 9.17. standard charges of Agent’s outside appraisal group. (d) Neither the Administrative Agent nor any Lender shall have any duty to Holdings or any Loan Party Borrower to make any field inspection or examination, nor to share any results of any field examination inspection, examination, appraisal or report with Holdings or any Loan Party; provided that to the extent Total Reserves are increased as a result of any such field examination, the results of such field examination Borrower. Holdings and any related reports shall be made available to the Borrower reasonably promptly upon request. The Borrower acknowledges Borrowers acknowledge that all field examinations inspections, appraisals and reports are prepared by the Administrative Agent and Lenders for their purposes, and the Borrower Holdings and Borrowers shall not be entitled to rely upon them. (ce) In the case of Parent Holdings and the Borrower, Borrowers will use commercially reasonable efforts to maintain a corporate rating from cause the credit facility provided for herein to be continuously rated by S&P and a corporate family rating from Xxxxx’x, in each case in respect of Parent.

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all material respects requirements of law are made of all dealings and transactions in relation to its business and activities which permit financial statements to be prepared in conformity with GAAP and all requirements of lawactivities. Each Loan Party will, and will cause each of its subsidiaries Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent or the Required Lenders any Lender to visit and inspect the financial records and the properties of such person upon reasonable notice, at reasonable times and as often as reasonably requested upon reasonable notice and to make extracts from and copies of such financial records (in each case excluding patient medical records and any other material which is confidential pursuant to any lawsrecords, rules, regulations and decrees and orders of any Governmental Authority) and permit any representatives designated by the Administrative Agent or the Required Lenders any Lender to discuss the affairs, finances and condition of such person with the officers thereof and independent accountants therefor (with a senior officer of the Borrower present)therefor; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only one such visit during any fiscal year shall be at the Borrower’s expense. (b) Permit the Administrative Agent and any persons designated by the Administrative Agent (including any consultants, accountants and appraisers retained by the Administrative Agent) to conduct field examinations, verifications and evaluations of any Loan Party’s or Originating Subsidiary’s books and records or any other financial or Collateral matters relating to the Borrower’s computation of the Borrowing Base (or any component thereof) and the related reporting and control systems at such time or times as may be requested by the Administrative Agent in its Permitted Credit Judgment; provided that, notwithstanding anything to the contrary in Section 9.03 or any other Loan Document, not more than (A) one field examination in any period of 12 consecutive months and (B) one additional field examination commenced within 12 months after any time when the Aggregate Revolving Credit Exposure shall have been greater than 75% of the Line Cap for at least five consecutive Business Days shall be at the expense of the Loan Parties; provided further that, notwithstanding the foregoing, any field examination commenced in the Administrative Agent’s reasonable discretion at any time when that unless an Event of Default shall have occurred and be continuing continuing, such visits and inspections shall occur not more than once in any fiscal year and shall be arranged by one or more Lenders through the Administrative Agent. In addition, each Loan Party will permit the Administrative Agent to conduct, at the sole cost and expense of the Loan Parties, field audits and examinations of receivables and inventory, and appraisals of inventory; provided that such field audits and examinations and appraisals may be conducted not more than twice per any twelve-month period. For purposes Notwithstanding the foregoing, if and for so long as (i) an Event of this paragraphDefault has occurred and is continuing or (ii) Availability is less than the Availability Limit, it is understood up to four such field audits and agreed that a single field examination examinations and appraisals may be conducted at multiple relevant sites and involve one or more Loan Parties or Originating Subsidiaries and their assets. The Borrower acknowledges that the Administrative Agent, after exercising its rights under this Section, may prepare and distribute to the Lenders certain reports pertaining to the Loan Parties’ and Originating Subsidiaries’ assets for internal use by expense at any time at the reasonable request of the Administrative Agent and the Lenders, it being understood and agreed that such reports or other information shall be subject to Section 9.17. Neither the Administrative Agent nor any Lender shall have any duty to any Loan Party to make any field examination, nor to share any results of any field examination or report with any Loan Party; provided that to the extent Total Reserves are increased as a result of any such field examination, the results of such field examination and any related reports shall be made available to the Borrower reasonably promptly upon request. The Borrower acknowledges that all field examinations and reports are prepared by the Administrative Agent and Lenders for their purposes, and the Borrower shall not be entitled to rely upon themAgent. (cb) In the case of Parent and the Borrower, use Use commercially reasonable efforts to maintain obtain, on or prior to the Exit Facility Conversion Date (or as soon as practicable thereafter), (i) a public corporate rating from S&P or Fitch and (ii) a public corporate family rating from Xxxxx’x, in each case in respect of Parent.

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a%3) Keep proper books of record and account in which full, true and correct entries in all material respects in conformity with GAAP or, with respect to any Subsidiary organized outside of the United States, the local accounting standards applicable in the relevant jurisdiction and all requirements of law, are made of all material dealings and transactions in relation to its business and activities which permit financial statements to be prepared in conformity with GAAP and all requirements of lawactivities. Each Loan Party will, and will cause each of its subsidiaries Material Subsidiaries to, permit any representatives or advisors designated by the Administrative Agent or the Required Lenders to visit and inspect the financial records and the properties of such person at reasonable times and as often as reasonably requested Person upon reasonable notice and at reasonable times during normal business hours (provided that (i) such visits shall be coordinated by the Administrative Agent on its own behalf or on behalf of, and at the request of, the Required Lenders, (ii) a representative of the Loan Parties may be present at any such visits and inspections, (iii) such visits shall be limited to make extracts from no more than one such visit per calendar year, and copies (iv) such visits shall be at the requesting Lenders’ expense, except in the case of such financial records clauses (in each case excluding patient medical records iii) and any other material which is confidential pursuant to any laws(iv) during the continuance of an Event of Default), rules, regulations and decrees and orders of any Governmental Authority) and permit any representatives designated by the Administrative Agent (including advisors to the Administrative Agent or the Required Lenders Lenders) to discuss have reasonable discussions upon reasonable notice and at reasonable times during normal business hours regarding the affairs, finances and condition of such person Person with the officers thereof and independent accountants therefor (with a senior officer of the Borrower present); provided that, excluding any that such visits and inspections discussions shall be limited to no more than once per calendar year except during the continuation continuance of an Event of Default); provided, only one such visit during further that no Loan Party will be required to disclose or permit the inspection or discussion of, any fiscal year shall be at the Borrower’s expense. document, information or other matter (bx) Permit that constitutes non-financial trade secrets or non-financial proprietary information, (y) in respect of which disclosure to the Administrative Agent and any persons designated by the Administrative Agent (including any consultants, accountants and appraisers retained by the Administrative Agent) to conduct field examinations, verifications and evaluations of any Loan Party’s or Originating Subsidiary’s books and records or any other financial or Collateral matters relating to the Borrower’s computation of the Borrowing Base Lender (or their respective representatives) is prohibited by any component thereof) and the related reporting and control systems at such time or times as may be requested by the Administrative Agent in its Permitted Credit Judgment; provided that, notwithstanding anything to the contrary in Section 9.03 Requirement of Law or any other Loan Document, not more than binding agreement or (Az) one field examination in any period of 12 consecutive months and (B) one additional field examination commenced within 12 months after any time when the Aggregate Revolving Credit Exposure shall have been greater than 75% of the Line Cap for at least five consecutive Business Days shall be at the expense of the Loan Parties; provided further that, notwithstanding the foregoing, any field examination commenced in the Administrative Agent’s reasonable discretion at any time when an Event of Default shall have occurred and be continuing shall be at the expense of the Loan Parties. For purposes of this paragraph, it that is understood and agreed that a single field examination may be conducted at multiple relevant sites and involve one or more Loan Parties or Originating Subsidiaries and their assets. The Borrower acknowledges that the Administrative Agent, after exercising its rights under this Section, may prepare and distribute to the Lenders certain reports pertaining to the Loan Parties’ and Originating Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders, it being understood and agreed that such reports or other information shall be subject to Section 9.17. Neither the Administrative Agent nor any Lender shall have any duty to any Loan Party to make any field examination, nor to share any results of any field examination attorney client or report with any Loan Party; provided that to the extent Total Reserves are increased as a result of any such field examination, the results of such field examination and any related reports shall be made available to the Borrower reasonably promptly upon request. The Borrower acknowledges that all field examinations and reports are prepared by the Administrative Agent and Lenders for their purposes, and the Borrower shall not be entitled to rely upon themsimilar privilege or constitutes attorney work product). (c) In the case of Parent and the Borrower, use commercially reasonable efforts to maintain a corporate rating from S&P and a corporate family rating from Xxxxx’x, in each case in respect of Parent.

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep Maintain (i) proper books of record and account, in which true, complete and correct entries in conformity with GAAP or SAP, as applicable, shall be made of all material financial transactions and matters involving the material assets and business of Parent and the Subsidiaries and (ii) such books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities which permit financial statements to be prepared in conformity with GAAP and all applicable requirements of law. Each Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent or the Required Lenders to visit and inspect the financial records and the properties of such person at reasonable times and as often as reasonably requested upon reasonable notice and to make extracts from and copies of such financial records (in each case excluding patient medical records and any other material which is confidential pursuant to any laws, rules, regulations and decrees and orders of any Governmental Authority) Authority having regulatory jurisdiction over Parent and permit any representatives designated by the Administrative Agent or the Required Lenders to discuss the affairs, finances and condition of such person with the officers thereof and independent accountants therefor (with a senior officer of the Borrower present); provided that, excluding any such visits and inspections during the continuation of an Event of Default, only one such visit during any fiscal year shall be at the Borrower’s expenseSubsidiaries. (b) Permit representatives designated by, and independent contractors of, the Administrative Agent and any persons designated by the Administrative Agent (including any consultants, accountants and appraisers retained by the Administrative Agent) to conduct field examinations, verifications and evaluations of any Loan Party’s or Originating Subsidiary’s books and records or any other Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or Collateral matters relating abstracts therefrom, and to the Borrower’s computation of the Borrowing Base (or any component thereof) discuss its affairs, finances and the related reporting accounts with its directors, officers and control systems at such time or times as may be requested by the Administrative Agent in its Permitted Credit Judgment; provided thatindependent public accountants, notwithstanding anything to the contrary in Section 9.03 or any other Loan Document, not more than (A) one field examination in any period of 12 consecutive months and (B) one additional field examination commenced within 12 months after any time when the Aggregate Revolving Credit Exposure shall have been greater than 75% of the Line Cap for at least five consecutive Business Days shall be all at the expense of Parent and the Loan PartiesBorrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Parent (which notice shall not be required at any time after the occurrence and during the continuance of an Event of Default); provided further thatprovided, notwithstanding however, that so long as no Event of Default has occurred and is continuing, Parent and the Borrowers shall be obligated to pay the expenses of only one such visit in any calendar year. Notwithstanding the foregoing, any field examination commenced in the Administrative Agent’s reasonable discretion at any time when an Event of Default shall have occurred and be continuing no Loan Party shall be required to disclose (i) any materials subject to a confidentiality obligation binding upon such Loan Party (provided that such Loan Party shall, at the expense request of the Loan Parties. For purposes of this paragraph, it is understood and agreed that a single field examination may be conducted at multiple relevant sites and involve one or more Loan Parties or Originating Subsidiaries and their assets. The Borrower acknowledges that the Administrative Agent, after exercising its rights under this Section, may prepare and distribute to the Lenders certain reports pertaining to the Loan Parties’ and Originating Subsidiaries’ assets for internal use by the Administrative Agent and or any Lender, use commercially reasonable efforts to obtain permission for such disclosure and, in the Lendersevent permission cannot be obtained, it being understood and agreed that furnish some information regarding the matters to which such reports or other information shall materials relate as can reasonably be subject to Section 9.17. Neither the Administrative Agent nor any Lender shall have any duty to any Loan Party to make any field examination, nor to share any results of any field examination or report with any Loan Party; provided that to the extent Total Reserves are increased as a result of any such field examination, the results furnished without violation of such field examination and confidentiality obligations) or (ii) any related reports shall be made available to communications protected by attorney-client privilege the Borrower reasonably promptly upon request. The Borrower acknowledges that all field examinations and reports are prepared by the Administrative Agent and Lenders for their purposes, and the Borrower shall not be entitled to rely upon themdisclosure or inspection of which would waive such privilege. (c) In the case of Parent and the each Borrower, use commercially reasonable efforts to maintain a corporate rating from cause the Credit Facilities to be continuously rated by S&P and a corporate family rating from Xxxxx’x, in each case in respect of ParentXxxxx'x.

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which full, true and correct entries in all material respects in conformity with GAAP or, with respect to any Subsidiary organized outside of the United States, the local accounting standards applicable in the relevant jurisdiction and all requirements of law, are made of all material dealings and transactions in relation to its business and activities which permit financial statements to be prepared in conformity with GAAP and all requirements of lawactivities. Each Loan Party will, and will cause each of its subsidiaries Material Subsidiaries to, permit any representatives or advisors designated by the Administrative Agent or the Required Lenders to visit and inspect the financial records and the properties of such person at reasonable times and as often as reasonably requested Person upon reasonable notice and at reasonable times during normal business hours (provided that (i) such visits shall be coordinated by the Administrative Agent on its own behalf or on behalf of, and at the request of, the Required Lenders, (ii) a representative of the Loan Parties may be present at any such visits and inspections, (iii) such visits shall be limited to make extracts from no more than one such visit per calendar year, and copies (iv) such visits shall be at the requesting Lenders’ expense, except in the case of such financial records clauses (in each case excluding patient medical records iii) and any other material which is confidential pursuant to any laws(iv) during the continuance of an Event of Default), rules, regulations and decrees and orders of any Governmental Authority) and permit any representatives designated by the Administrative Agent (including advisors to the Administrative Agent or the Required Lenders Lenders) to discuss have reasonable discussions upon reasonable notice and at reasonable times during normal business hours regarding the affairs, finances and condition of such person Person with the officers thereof and independent accountants therefor (with a senior officer of the Borrower present); provided that, excluding any that such visits and inspections discussions shall be limited to no more than once per calendar year except during the continuation continuance of an Event of Default); provided, only one such visit during further that no Loan Party will be required to disclose or permit the inspection or discussion of, any fiscal year shall be at document, information or other matter (x) that constitutes non-financial trade secrets or non-financial proprietary IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" [[6026340]]" "" [[6026340]] information, (y) in respect of which disclosure to the Borrower’s expenseAdministrative Agent or any Lender (or their respective representatives) is prohibited by any Requirement of Law or any binding agreement or (z) that is subject to attorney client or similar privilege or constitutes attorney work product). (b) Permit the Administrative Agent and any persons designated by the Administrative Agent (including any consultants, accountants and appraisers retained by the Administrative Agent) to conduct field examinations, verifications and evaluations of any Loan Party’s or Originating Subsidiary’s books and records or any other financial or Collateral matters relating to the Borrower’s computation of the Borrowing Base (or any component thereof) and the related reporting and control systems at such time or times as may be requested by the Administrative Agent in its Permitted Credit Judgment; provided that, notwithstanding anything to the contrary in Section 9.03 or any other Loan Document, not more than (A) one field examination in any period of 12 consecutive months and (B) one additional field examination commenced within 12 months after any time when the Aggregate Revolving Credit Exposure shall have been greater than 75% of the Line Cap for at least five consecutive Business Days shall be at the expense of the Loan Parties; provided further that, notwithstanding the foregoing, any field examination commenced in the Administrative Agent’s reasonable discretion at any time when an Event of Default shall have occurred and be continuing shall be at the expense of the Loan Parties. For purposes of this paragraph, it is understood and agreed that a single field examination may be conducted at multiple relevant sites and involve one or more Loan Parties or Originating Subsidiaries and their assets. The Borrower acknowledges that the Administrative Agent, after exercising its rights under this Section, may prepare and distribute to the Lenders certain reports pertaining to the Loan Parties’ and Originating Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders, it being understood and agreed that such reports or other information shall be subject to Section 9.17. Neither the Administrative Agent nor any Lender shall have any duty to any Loan Party to make any field examination, nor to share any results of any field examination or report with any Loan Party; provided that to the extent Total Reserves are increased as a result of any such field examination, the results of such field examination and any related reports shall be made available to the Borrower reasonably promptly upon request. The Borrower acknowledges that all field examinations and reports are prepared by the Administrative Agent and Lenders for their purposes, and the Borrower shall not be entitled to rely upon them. (c) In the case of Parent Holdings and the BorrowerBorrowers, use commercially reasonable efforts to cause the Credit Facilities to be continuously rated publicly by S&P and Xxxxx’x, and in the case of Holdings, use commercially reasonable efforts to maintain a public corporate rating from S&P and a public corporate family rating from Xxxxx’x, in each case in respect of ParentHoldings.

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which entries that are full, true and correct entries in all material respects and in conformity with GAAP and all applicable requirements of law are made of all material dealings and transactions in relation to its business and activities which permit financial statements to be prepared in conformity with GAAP and all requirements of lawactivities. Each Loan Party will, and will cause each of its subsidiaries Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent or or, upon the Required Lenders occurrence and during the continuance of an Event of Default, any Lender to visit and inspect the financial records and the properties of such person upon reasonable notice, at reasonable times and as often as reasonably requested upon reasonable notice and to make extracts from and copies of such financial records (in each case excluding patient medical records and any other material which is confidential pursuant to any lawsrecords, rules, regulations and decrees and orders of any Governmental Authority) and permit any representatives designated by the Administrative Agent or the Required Lenders any Lender to discuss the affairs, finances and condition of such person with the officers thereof and independent accountants therefor (with a senior officer therefor, in each case, subject to reasonable requirements of the Borrower present)confidentiality, including requirements imposed by law or by contract; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only one such visit during any fiscal year shall be at the Borrower’s expense. that (bi) Permit the Administrative Agent and any persons designated by the Administrative Agent (including any consultants, accountants and appraisers retained by the Administrative Agent) to conduct field examinations, verifications and evaluations of any Loan Party’s or Originating Subsidiary’s books and records or any other financial or Collateral matters relating to the Borrower’s computation of the Borrowing Base (or any component thereof) and the related reporting and control systems at such time or times as may be requested by the Administrative Agent in its Permitted Credit Judgment; provided that, notwithstanding anything to the contrary in Section 9.03 or any other Loan Document, not more than (A) one field examination in any period of 12 consecutive months and (B) one additional field examination commenced within 12 months after any time when the Aggregate Revolving Credit Exposure shall have been greater than 75% of the Line Cap for at least five consecutive Business Days shall be at the expense of the Loan Parties; provided further that, notwithstanding the foregoing, any field examination commenced in the Administrative Agent’s reasonable discretion at any time when unless an Event of Default shall have occurred and be continuing continuing, such visits and inspections shall occur not more than once in any fiscal year and shall be arranged by one or more Lenders through the Administrative Agent and (ii) the Administrative Agent shall provide the Borrowers with the opportunity to participate in any such discussions with such accountants. In addition, each Loan Party will permit the Administrative Agent to conduct, at the sole cost and expense of the Loan Parties, field audits and examinations of receivables and inventory, and appraisals of inventory; provided that such field audits and examinations and appraisals may be conducted not more than once per any twelve-month period. For purposes Notwithstanding the foregoing, if and for so long as (i) an Event of this paragraphDefault has occurred and is continuing or (ii) Availability is less than the Availability Limit, it is understood up to two such field audits and agreed that a single field examination examinations and appraisals may be conducted at multiple relevant sites and involve one or more Loan Parties or Originating Subsidiaries and their assets. The Borrower acknowledges that the Administrative Agent, after exercising its rights under this Section, may prepare and distribute to the Lenders certain reports pertaining to the Loan Parties’ and Originating Subsidiaries’ assets for internal use by expense per any twelve-month period at any time at the reasonable request of the Administrative Agent and the Lenders, it being understood and agreed that such reports or other information shall be subject to Section 9.17. Neither the Administrative Agent nor any Lender shall have any duty to any Loan Party to make any field examination, nor to share any results of any field examination or report with any Loan Party; provided that to the extent Total Reserves are increased as a result of any such field examination, the results of such field examination and any related reports shall be made available to the Borrower reasonably promptly upon request. The Borrower acknowledges that all field examinations and reports are prepared by the Administrative Agent and Lenders for their purposes, and the Borrower shall not be entitled to rely upon themAgent. (cb) In the case of Parent and the Borrower, use Use commercially reasonable efforts to maintain (i) a public corporate rating from S&P and (ii) a public corporate family rating from Xxxxx’x, in each case in respect of Parent.

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which full, true and correct entries in conformity in all material respects with GAAP are made of all material financial dealings and transactions in relation to its business and activities which permit financial statements to be prepared in conformity with GAAP and all requirements of lawactivities. Each Loan Party Company will, and will cause each of its subsidiaries Subsidiaries to, permit any representatives designated by the Administrative Agent or the Required Lenders to, upon written notice to the Borrower and at the Borrower’s expense, visit and inspect the financial records and the properties of such person Person at reasonable times and as often as reasonably requested upon reasonable notice frequency and to make extracts from from, and copies of of, such financial records (in each case excluding patient medical records and any other material which is confidential pursuant to any lawsrecords, rules, regulations and decrees and orders of any Governmental Authority) and permit any representatives designated by the Administrative Agent or the Required Lenders to discuss the affairs, finances and condition of such person Person with the officers thereof and independent accountants therefor (with provided that a senior officer representative of the Borrower is given the opportunity to be present)) independent accountants therefor; provided that, excluding any such visits and inspections during the continuation of an so long as no Event of DefaultDefault has occurred and is continuing, (i) only one such visit during any fiscal year shall be at the Borrower’s expense. (b) Permit Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Required Lenders under this Section 5.07, (ii) any persons designated by the Administrative Agent (including any consultants, accountants such visit and appraisers retained by the Administrative Agent) to conduct field examinations, verifications and evaluations of any Loan Party’s or Originating Subsidiary’s books and records or any other financial or Collateral matters relating to the Borrower’s computation of the Borrowing Base (or any component thereof) and the related reporting and control systems at such time or times as may be requested inspection by the Administrative Agent in its Permitted Credit Judgment; provided that, notwithstanding anything to the contrary in Section 9.03 or any other Loan Document, not more than (A) one field examination in any period excess of 12 consecutive months and (B) one additional field examination commenced within 12 months after any time when the Aggregate Revolving Credit Exposure shall have been greater than 75% of the Line Cap for at least five consecutive Business Days two per calendar year shall be at the expense of the Loan Parties; provided further thatAdministrative Agent. Notwithstanding anything to the contrary in Section 5.04(i) or this Section 5.07, notwithstanding no Company shall be required to disclose, permit the foregoinginspection, examination or making copies or abstracts of, or discussion of, any field examination commenced document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in the Administrative Agent’s reasonable discretion at any time when an Event respect of Default shall have occurred and be continuing shall be at the expense of the Loan Parties. For purposes of this paragraph, it is understood and agreed that a single field examination may be conducted at multiple relevant sites and involve one or more Loan Parties or Originating Subsidiaries and their assets. The Borrower acknowledges that the Administrative Agent, after exercising its rights under this Section, may prepare and distribute which disclosure to the Lenders certain reports pertaining to the Loan Parties’ and Originating Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders, it being understood and agreed or any Lender (or their respective representatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that such reports or other information shall be is subject to Section 9.17. Neither the Administrative Agent nor any Lender shall have any duty to any Loan Party to make any field examination, nor to share any results of any field examination attorney-client or report with any Loan Party; provided that to the extent Total Reserves are increased as a result of any such field examination, the results of such field examination and any related reports shall be made available to the Borrower reasonably promptly upon request. The Borrower acknowledges that all field examinations and reports are prepared by the Administrative Agent and Lenders for their purposes, and the Borrower shall not be entitled to rely upon themsimilar privilege or constitutes attorney work product. (cb) In the case of Parent and the Borrower, The Borrower shall use commercially reasonable efforts to maintain a corporate rating from S&P obtain, and a corporate family rating from Xxxxx’xthereafter maintain, facility and recovery ratings (but, in each case in respect case, no particular rating) of Parentthe Credit Facilities by Xxxxx’x.

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which full, true and correct entries in all material respects in conformity with GAAP or, with respect to any Subsidiary organized outside of the United States, the local accounting standards applicable in the relevant jurisdiction and all requirements of law, are made of all material dealings and transactions in relation to its business and activities which permit financial statements to be prepared in conformity with GAAP and all requirements of lawactivities. Each Loan Party will, and will cause each of its subsidiaries Material Subsidiaries to, permit any representatives or advisors designated by the Administrative Agent or the Required Lenders to visit and inspect the financial records and the properties of such person at reasonable times and as often as reasonably requested Person upon reasonable notice and at reasonable times during normal business hours (provided that (i) such visits shall be coordinated by the Administrative Agent on its own behalf or on behalf of, and at the request of, the Required Lenders, (ii) a representative of the Loan Parties may be present at any such visits and inspections, (iii) such visits shall be limited to make extracts from no more than one such visit per calendar year, and copies (iv) such visits shall be at the requesting Lenders’ expense, except in the case of such financial records clauses (in each case excluding patient medical records iii) and any other material which is confidential pursuant to any laws(iv) during the continuance of an Event of Default), rules, regulations and decrees and orders of any Governmental Authority) and permit any representatives designated by the Administrative Agent (including advisors to the Administrative Agent or the Required Lenders Lenders) to discuss have reasonable discussions upon reasonable notice and at reasonable times during normal business hours regarding the affairs, finances and condition of such person Person with the officers thereof and independent accountants therefor (with a senior officer of the Borrower present); provided that, excluding any that such visits and inspections discussions shall be limited to no more than once per calendar year except during the continuation continuance of an Event of Default); provided, only one such visit during further that no Loan Party will be required to disclose or permit the inspection or discussion of, any fiscal year shall be at 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 Borrower’s expenseAdministrative Agent or any Lender (or their respective representatives) is prohibited by any Requirement of Law or any binding agreement or (z) that is subject to attorney client or similar privilege or constitutes attorney work product). (b) Permit the Administrative Agent and any persons designated by the Administrative Agent (including any consultants, accountants and appraisers retained by the Administrative Agent) to conduct field examinations, verifications and evaluations of any Loan Party’s or Originating Subsidiary’s books and records or any other financial or Collateral matters relating to the Borrower’s computation of the Borrowing Base (or any component thereof) and the related reporting and control systems at such time or times as may be requested by the Administrative Agent in its Permitted Credit Judgment; provided that, notwithstanding anything to the contrary in Section 9.03 or any other Loan Document, not more than (A) one field examination in any period of 12 consecutive months and (B) one additional field examination commenced within 12 months after any time when the Aggregate Revolving Credit Exposure shall have been greater than 75% of the Line Cap for at least five consecutive Business Days shall be at the expense of the Loan Parties; provided further that, notwithstanding the foregoing, any field examination commenced in the Administrative Agent’s reasonable discretion at any time when an Event of Default shall have occurred and be continuing shall be at the expense of the Loan Parties. For purposes of this paragraph, it is understood and agreed that a single field examination may be conducted at multiple relevant sites and involve one or more Loan Parties or Originating Subsidiaries and their assets. The Borrower acknowledges that the Administrative Agent, after exercising its rights under this Section, may prepare and distribute to the Lenders certain reports pertaining to the Loan Parties’ and Originating Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders, it being understood and agreed that such reports or other information shall be subject to Section 9.17. Neither the Administrative Agent nor any Lender shall have any duty to any Loan Party to make any field examination, nor to share any results of any field examination or report with any Loan Party; provided that to the extent Total Reserves are increased as a result of any such field examination, the results of such field examination and any related reports shall be made available to the Borrower reasonably promptly upon request. The Borrower acknowledges that all field examinations and reports are prepared by the Administrative Agent and Lenders for their purposes, and the Borrower shall not be entitled to rely upon them. (c) In the case of Parent Holdings and the BorrowerBorrowers, use commercially reasonable efforts to cause the Credit Facilities to be continuously rated publicly by S&P and Mxxxx’x, and in the case of Holdings, use commercially reasonable efforts to maintain a public corporate rating from S&P and a public corporate family rating from Xxxxx’xMxxxx’x, in each case in respect of ParentHoldings.

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all material respects requirements of law are made of all dealings and transactions in relation to its business and activities which permit financial statements to be prepared in conformity with GAAP and all requirements of lawactivities. Each Loan Party will, and will cause each of its subsidiaries Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent or or, upon the Required Lenders occurrence and during the continuance of an Event of Default, any Lender to visit and inspect the financial records and the properties of such person upon reasonable notice, at reasonable times and as often as reasonably requested upon reasonable notice and to make extracts from and copies of such financial records (in each case excluding patient medical records and any other material which is confidential pursuant to any lawsrecords, rules, regulations and decrees and orders of any Governmental Authority) and permit any representatives designated by the Administrative Agent or the Required Lenders any Lender to discuss the affairs, finances and condition of such person with the officers thereof and independent accountants therefor (with a senior officer therefor, in each case, subject to reasonable requirements of the Borrower present)confidentiality, including requirements imposed by law or by contract; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only one such visit during any fiscal year shall be at the Borrower’s expense. that (bi) Permit the Administrative Agent and any persons designated by the Administrative Agent (including any consultants, accountants and appraisers retained by the Administrative Agent) to conduct field examinations, verifications and evaluations of any Loan Party’s or Originating Subsidiary’s books and records or any other financial or Collateral matters relating to the Borrower’s computation of the Borrowing Base (or any component thereof) and the related reporting and control systems at such time or times as may be requested by the Administrative Agent in its Permitted Credit Judgment; provided that, notwithstanding anything to the contrary in Section 9.03 or any other Loan Document, not more than (A) one field examination in any period of 12 consecutive months and (B) one additional field examination commenced within 12 months after any time when the Aggregate Revolving Credit Exposure shall have been greater than 75% of the Line Cap for at least five consecutive Business Days shall be at the expense of the Loan Parties; provided further that, notwithstanding the foregoing, any field examination commenced in the Administrative Agent’s reasonable discretion at any time when unless an Event of Default shall have occurred and be continuing continuing, such visits and inspections shall occur not more than once in any fiscal year and shall be arranged by one or more Lenders through the Administrative Agent and (ii) the Administrative Agent shall provide the Borrowers with the opportunity to participate in any such discussions with such accountants. In addition, each Loan Party will permit the Administrative Agent to conduct, at the sole cost and expense of the Loan Parties, field audits and examinations of receivables and inventory, and appraisals of inventory; provided that such field audits and examinations and appraisals may be conducted not more than once per any twelve-month period. For purposes Notwithstanding the foregoing, if and for so long as (i) an Event of this paragraphDefault has occurred and is continuing or (ii) Availability is less than the Availability Limit, it is understood up to four such field audits and agreed that a single field examination examinations and appraisals may be conducted at multiple relevant sites and involve one or more Loan Parties or Originating Subsidiaries and their assets. The Borrower acknowledges that the Administrative Agent, after exercising its rights under this Section, may prepare and distribute to the Lenders certain reports pertaining to the Loan Parties’ and Originating Subsidiaries’ assets for internal use by expense per any twelve-month period at any time at the reasonable request of the Administrative Agent and the Lenders, it being understood and agreed that such reports or other information shall be subject to Section 9.17. Neither the Administrative Agent nor any Lender shall have any duty to any Loan Party to make any field examination, nor to share any results of any field examination or report with any Loan Party; provided that to the extent Total Reserves are increased as a result of any such field examination, the results of such field examination and any related reports shall be made available to the Borrower reasonably promptly upon request. The Borrower acknowledges that all field examinations and reports are prepared by the Administrative Agent and Lenders for their purposes, and the Borrower shall not be entitled to rely upon themAgent. (cb) In the case of Parent and the Borrower, use Use commercially reasonable efforts to maintain obtain (i) a public corporate rating from S&P and (ii) a public corporate family rating from Xxxxx’x, in each case in respect of Parent.