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

Maintaining Records; Access to Properties and Inspections. Keep proper books of record and account in which full, true and correct entries in conformity with GAAP are made. Permit any representatives designated by the Administrative Agent, any Co-Collateral Agent or any Lender to visit and inspect during normal business hours the corporate, financial and operating records and the properties of the Borrower or the Restricted Subsidiaries upon reasonable advance notice, and to make extracts from and copies of such records, and permit any such representatives to discuss the affairs, finances and condition of such Person with the officers thereof and independent accountants therefor; provided that the Administrative Agent shall give the Borrower an opportunity to participate in any discussions with its accountants; provided, further, that in the absence of the existence of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders and (at the election of the Majority Agents) the Co-Collateral Agents may exercise the rights of the Administrative Agent, the Co-Collateral Agents and the Lenders under this Section 5.07 and (ii) the Administrative Agent and the Co-Collateral Agents shall not exercise their 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; provided, further, that when an Event of Default exists, the Administrative Agent, any Co-Collateral Agent or any Lender and their respective designees may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Borrower and the other Loan Parties’ assets for internal use by the Administrative Agent, the Co-Collateral Agents and the Lenders (it being understood and agreed that the Administrative Agent shall provide the Borrower with a copy of any field examination distributed to the Lenders).

Maintaining Records; Access to Properties and Inspections. Keep proper books of record and account in which full, true and correct entries in conformity with GAAP are made. Permit any representatives Persons designated by the Administrative Agent, any Co-Collateral Agent or any Lender to visit and inspect during normal business hours the corporate, financial and operating records and the properties of the Borrower or the any Restricted Subsidiaries Subsidiary at reasonable times, upon reasonable advance noticeprior written notice from the Administrative Agent to the Borrower, and as often as reasonably requested, to make extracts from and copies of such financial records, and permit any such representatives Persons designated by the Administrative Agent, upon reasonable prior written notice from the Administrative Agent to the Borrower, to discuss the affairs, finances and condition of such Person the Borrower or any Restricted Subsidiary with the officers thereof and independent accountants therefortherefor (subject to such accountant’s policies and procedures); provided that the Administrative Agent shall give the Borrower an opportunity to participate in any discussions with its accountants; provided, further, that in the absence of the existence of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders and (at the election of the Majority Agents) the Co-Collateral Agents may exercise the rights of the Administrative Agent, the Co-Collateral Agents and the Lenders under this Section 5.07 and (ii) the Administrative Agent and the Co-Collateral Agents shall not exercise their such rights under this Section 5.07 more often than two times during any fiscal calendar year unless an Event of Default is continuing and only one such time shall will be at the Borrower’s expense; and provided, further, that when an Event of Default existsis continuing, the Administrative Agent, any Co-Collateral Agent or any Lender and (or any of their respective designees representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower acknowledges that the Administrative Agentopportunity to participate in any discussions with the Borrower’s independent accountants. Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7), after exercising its rights 5.05 and 5.07) or any other Loan Document, none of the Loan Parties or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, may prepare and distribute to the Lenders certain Reports pertaining examination or making copies or abstracts of, or discussion of, any document, information or other matter with any Disqualified Institution or other competitor to the Borrower and the other Loan Parties’ assets for internal use or any of its Subsidiaries or that (1) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by the Administrative Agentlaw or any binding agreement, the Co(3) is subject to attorney-Collateral Agents and the Lenders client or similar privilege or constitutes attorney work product or (it being understood and agreed that the Administrative Agent shall provide 4) creates an unreasonably excessive expense or burden on the Borrower with a copy or any of any field examination distributed to the Lenders)its Subsidiaries.

Maintaining Records; Access to Properties and Inspections. Keep proper books of record Maintain all financial records in accordance with the Applicable Accounting Rules and account in which full, true and correct entries in conformity with GAAP are made. Permit any representatives designated by permit the Administrative AgentAgent (and its consultants or agents), any Co-Collateral Agent or accompanied by any Lender to visit and inspect during normal business hours the corporatewhich so elects, financial and operating records and the properties of the Borrower or the Restricted Subsidiaries upon reasonable advance noticenotice and at reasonable times during regular business hours, and to make extracts from and copies of such records, and permit at any such representatives to discuss the affairs, finances and condition of such Person with the officers thereof and independent accountants therefor; provided that the Administrative Agent shall give the Borrower an opportunity to participate in any discussions with its accountants; provided, further, that in the absence of the existence of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders and (at the election of the Majority Agents) the Co-Collateral Agents may exercise the rights of the Administrative Agent, the Co-Collateral Agents and the Lenders under this Section 5.07 and (ii) the Administrative Agent and the Co-Collateral Agents shall not exercise their 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; provided, further, that when an Event of Default exists, to have access to, examine, audit, make extracts from or copies of, and inspect any or all of the Loan Parties’ records, files, and books of account and the Collateral, and discuss the Loan Parties’ affairs with the Loan Parties’ officers and senior management; provided that, (i) unless an Event of Default is continuing, such access, examinations, audits and inspections shall be limited to two instances in any calendar year and (ii) all such access, examinations, audits and inspections will be at the Loan Parties’ expense. The Loan Parties will deliver to the Administrative Agent any instrument necessary for the Administrative Agent to obtain records from any service bureau maintaining records for the Loan Parties. The Administrative Agent may, and at the direction of the Required Lenders shall, at any time when an Event of Default exists, and at the Loan Parties’ expense, make copies of all of the Loan Parties’ books and records, or require the Loan Parties to deliver such copies to the Administrative Agent. Upon reasonable request to senior management of the applicable Borrower, the Administrative Agent may, without expense to the Administrative Agent, any Co-Collateral Agent or any Lender and their respective designees may do any use such of the foregoing at Loan Parties’ respective personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the expense of Collateral Agent’s Liens. The Administrative Agent shall have the Borrower right, at any time during normal business hours and upon reasonable advance notice. The Borrower acknowledges that time, in the Administrative Agent’s name or in the name of a nominee of the Administrative Agent, after exercising its rights of inspectionto verify the validity, may prepare and distribute amount, or any other matter relating to the Lenders certain Reports pertaining to Accounts, Inventory, or other Collateral, by mail, telephone, or otherwise; provided, however, in the Borrower and the other Loan Parties’ assets for internal use by the Administrative Agentabsence of an Event of Default, the Co-Collateral Agents and the Lenders Agent agrees that it will not attempt to verify more than ten (it being understood and agreed that the Administrative Agent shall provide the Borrower with a copy of any field examination distributed to the Lenders)10) Accounts each month.

Maintaining Records; Access to Properties and Inspections. Keep proper books The Borrower will, and will cause each of record the Restricted Subsidiaries to, maintain all financial records in all material respects in accordance with GAAP. The Borrower will, and account in which fullwill cause each of the Restricted Subsidiaries to, true permit representatives and correct entries in conformity with GAAP are made. Permit any representatives designated by independent contractors of the Administrative Agent, any Co-Collateral Agent or any Lender and the Lenders to visit and inspect during normal business hours any of its properties (to the extent it is within such Person’s control to permit such inspection), to examine its corporate, financial and operating records records, and the properties of the Borrower make copies thereof or the Restricted Subsidiaries upon reasonable advance noticeabstracts therefrom, and to make extracts from and copies of such records, and permit any such representatives to discuss the its affairs, finances and condition of such Person accounts with the officers thereof its directors, officers, and independent accountants thereforpublic accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that that, excluding any such visits and inspections during the Administrative Agent shall give the Borrower an opportunity to participate in any discussions with its accountants; provided, further, that in the absence of the existence continuation of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders and (at the election of the Majority Agents) the Co-Collateral Agents may exercise the rights of the Administrative Agent, the Co-Collateral Agents Agent and the Lenders under this Section 5.07 and (ii) the Administrative Agent and the Co-Collateral Agents shall not exercise their such rights under this Section 5.07 more often than two times once during any fiscal calendar year and only one such time shall be absent the existence of an Event of Default at the Borrower’s expense; and provided, further, that when an Event of Default exists, the Administrative Agent, any Co-Collateral Agent or the Lenders (or any Lender and of their respective designees representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Borrower and the other Loan Parties’ assets for internal use by the Administrative Agent, the Co-Collateral Agents Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in Section 5.01 or this Section 5.07, neither of Borrower nor any Restricted Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (it being understood and agreed i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent shall provide the Borrower with a copy or any Lender (or their respective representatives or contractors) is prohibited by applicable Requirements of Law or any field examination distributed binding agreement or (iii) that is subject to the Lenders)attorney-client or similar privilege or constitutes attorney work product.

Maintaining Records; Access to Properties and Inspections. Keep proper books of record and account Maintain all financial records in which full, true and correct entries in conformity accordance with GAAP are made. Permit any representatives designated by (including records necessary to calculate the Administrative AgentCompany’s “earnings and profits” for U.S. federal, state and local income tax purposes until the expiration of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfied, permit the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of an Event of Default, any Co-Collateral Agent or any Lender Representative of the Holders of at least 25.0% of the Accumulated Stated Value (the “Required Holders”), to visit and inspect during normal business hours the corporate, financial and operating records and the properties of the Borrower Company or the Restricted any of its Subsidiaries at reasonable times, upon reasonable advance noticeprior notice to the Company, and as often as reasonably requested (provided that, except upon the occurrence and during the continuance of an Event of Default, the Company shall not be required to permit more than two such visits per fiscal year) and to make extracts from and copies of such financial records, and permit the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of an Event of Default, any such representatives Representative of the Required Holders upon reasonable prior notice to the Company to discuss the affairs, finances and condition of such Person the Company or any of its Subsidiaries or any Parent Entity with the officers thereof and independent accountants therefor; provided that therefor (so long as the Administrative Agent shall give Company, any of its Subsidiaries or any Parent Entity has the Borrower an opportunity to participate in any such discussions with its such accountants; provided, further, that in the absence ). The exercise of the existence of an Event of Defaultforegoing access, visitation and inspection rights shall be (i) only the Administrative Agent on behalf subject to Section 1.7 and, with respect to any Required Holder or any Representative of the Lenders and (at Required Holders, if reasonably requested by the election of the Majority Agents) the Co-Collateral Agents may exercise the rights of the Administrative AgentCompany, the Co-Collateral Agents Company’s receipt of a customary executed confidentiality agreement in form and substance reasonably acceptable to the Lenders under this Section 5.07 Company, and (ii) the Administrative Agent and the Co-Collateral Agents shall not exercise their 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; providedsole expense of the Preferred Majority Holder or the Required Holders, furtheras the case may be, that when unless, in the case of this clause (ii), an Event of Default exists, the Administrative Agent, any Co-Collateral Agent or any Lender shall have occurred and their respective designees may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Borrower and the other Loan Parties’ assets for internal use by the Administrative Agent, the Co-Collateral Agents and the Lenders (it being understood and agreed that the Administrative Agent shall provide the Borrower with a copy of any field examination distributed to the Lenders)be continuing.

Maintaining Records; Access to Properties and Inspections. Keep proper books Maintain all financial records in a manner sufficient to permit the preparation of record and account consolidated financial statements in which full, true and correct entries in conformity accordance with GAAP are madeGAAP. Permit Upon the request of Administrative Agent permit any representatives persons designated by the Administrative AgentAgent or, any Co-Collateral Agent or upon the occurrence and during the continuance of an Event of Default, any Lender to visit and inspect during normal business hours the corporate, financial and operating records and the properties of Holdings, the Borrower or the Restricted any of its Subsidiaries at reasonable times during normal business hours, upon reasonable advance noticeprior notice to Holdings or the Borrower, and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any such representatives persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender upon reasonable prior notice to Holdings or the Borrower to discuss the affairs, finances and condition of such Person Holdings, the Borrower or any of its Subsidiaries with the officers thereof and independent accountants therefortherefor (subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract); provided provided, that the Borrower shall have the right to have one or more of its designees present during any discussions with its independent accountants and provided, further, that the Administrative Agent shall give the Borrower an opportunity to participate in not exercise its rights under this Section 5.07 more than two times during any discussions with its accountants; provided, further, that in the absence of calendar year absent the existence of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders and (at the election of the Majority Agents) the Co-Collateral Agents may exercise the rights of the Administrative Agent, the Co-Collateral Agents and the Lenders under this Section 5.07 and (ii) the Administrative Agent and the Co-Collateral Agents shall not exercise their rights under this Section 5.07 more often than two times during any fiscal year Default and only one such time shall be at the Borrower’s expense; provided, further, that when an . So long as no Event of Default existshas occurred and is continuing, the Administrative Agent, any Co-Collateral Agent or any Lender agrees to use commercially reasonable efforts to coordinate and their respective designees may do any of otherwise to conduct the foregoing at the expense visits and inspections so as to avoid creating unreasonable burdens upon management of the Borrower at any time during normal business hours and upon reasonable advance notice. The Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Borrower and the other Loan Parties’ assets for internal use by the Administrative Agent, the Co-Collateral Agents and the Lenders (it being understood and agreed that the Administrative Agent shall provide the Borrower with a copy of any field examination distributed to the Lenders)Subsidiaries.

Maintaining Records; Access to Properties and Inspections. Keep proper books of record and account (a) Maintain all financial records in which full, true and correct entries in conformity accordance with GAAP are made. Permit and, upon five (5) Business Days’ notice (or, if an Event of Default or Availability Trigger Event has occurred and is continuing, one (1) Business Day’s notice), permit any representatives persons designated by the Administrative AgentAgent to visit, any Co-Collateral Agent or any Lender to visit audit and inspect during normal business hours the corporate, financial and operating records and the properties of Intermediate Holdings or any of the Borrower Subsidiaries at reasonable times, upon reasonable prior notice to Intermediate Holdings or the Restricted Subsidiaries upon reasonable advance noticeapplicable Subsidiary, and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any such representatives persons designated by the Administrative Agent upon reasonable prior notice to Intermediate Holdings or the Borrowers to discuss the affairs, finances and condition of such Person Intermediate Holdings or any of its Subsidiaries with the officers thereof and independent accountants therefor; provided that therefor (in each case set forth in this Section 5.07, subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract). If an Event of Default has occurred and is continuing, representatives of each Lender (at such Lender’s expense) will be permitted to accompany representatives of the Administrative Agent shall give during each visit, inspection and discussion conducted during the Borrower existence of such Event of Default. The Administrative Agent may (either by itself or by a third-party consultant reasonably satisfactory to the Administrative Agent and Intermediate Holdings) conduct up to one Collateral Audit during any twelve month period; provided, that if an opportunity Audit Trigger Event has occurred within such twelve month period or if an Event of Default has occurred and is continuing, the Administrative Agent (either by itself or by a third-party consultant reasonably satisfactory to participate in the Administrative Agent and Intermediate Holdings) may conduct up to two Collateral Audits during such twelve month period (not to exceed one Collateral Audit per any discussions with its accountantsthree month period); provided, further, that in the absence of the existence of an if a German Review Trigger Event of Defaulthas occurred and is continuing, (i) only the Administrative Agent on behalf of the Lenders and (at the election of the Majority Agents) the Co-Collateral Agents may exercise the rights of the Administrative Agent, the Co-Collateral Agents and the Lenders under this Section 5.07 and (ii) the Administrative Agent and the Co-Collateral Agents shall not exercise their 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; provided, further, that when an Event of Default exists, the Administrative Agent, any Co-Collateral Agent or any Lender and their respective designees may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Borrower and the other Loan Parties’ assets for internal use by the Administrative Agent, the Co-Collateral Agents and the Lenders (it being understood and agreed that the Administrative Agent shall provide be entitled to commence German Payable Audits in the Borrower exercise of its Reasonable Credit Judgment. Intermediate Holdings agrees to reimburse the Administrative Agent for its actual out-of-pocket costs reasonably incurred in connection with a copy of any field examination distributed the Collateral Audits and German Payable Audits referred to in the Lenders)preceding sentence.

Maintaining Records; Access to Properties and Inspections. Keep proper books of record and account Maintain all financial records in which full, true and correct entries in conformity accordance with GAAP are made. Permit and, upon five Business Days’ notice (or, if an Event of Default has occurred and is continuing, one Business Day’s notice), permit any authorized representatives designated by of the Administrative Agent, any Co-Agent and the Collateral Agent or any Lender to visit visit, audit and inspect during normal business hours the corporate, financial and operating records and any of the properties of the such Borrower or the Restricted Subsidiaries upon reasonable advance noticeand its Subsidiaries, including its and their financial and accounting records, and to make copies and take extracts from and copies of such recordstherefrom, and permit any such representatives to discuss the its and their affairs, finances and condition of business with its and their officers and certified public accountants (so long as such Person with Borrower has the officers thereof and independent accountants therefor; provided that the Administrative Agent shall give the Borrower an opportunity to participate in any discussions with its such certified public accountants; provided), further, that in at such reasonable times during normal business hours and without undue disruption to the absence business of the existence of an Event of DefaultBorrowers as often as may be reasonably requested, (i) only the Administrative Agent on behalf of the Lenders and (at the election of the Majority Agents) the Co-Collateral Agents may exercise the rights of the Administrative Agent, the Co-Collateral Agents and the Lenders under this Section 5.07 and (ii) the Administrative Agent and the Co-Collateral Agents shall not exercise their 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; provided, further, that when an Event of Default exists, the Administrative Agent, any Co-Collateral Agent or any Lender and their respective designees may do any of the foregoing in each case at the expense of the Borrower at any time during normal business hours Borrowers (a “Collateral Audit”); provided, that so long as no Availability Triggering Event or Event of Default has occurred and upon reasonable advance notice. The Borrower acknowledges that the Administrative Agentis continuing, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Borrower and the other Loan Parties’ assets for internal use by the Administrative Agent, the Co-Collateral Agents and the Lenders (it being understood and agreed that the Administrative Agent shall provide not conduct more than one Collateral Audit per year unless the Borrower with a copy Specified Availability is less than 15.0% of any field examination distributed the Combined Line Cap for five consecutive days, in which case the Administrative Agent may, but shall not be required to, conduct two Collateral Audits per year. If an Availability Triggering Event or Event of Default has occurred and is continuing, representatives of each Lender (at such Lender’s expense) will be permitted to accompany representatives of the Lenders)Administrative Agent during each visit, inspection and discussion conducted during the existence of such Availability Triggering Event or Event of Default.

Maintaining Records; Access to Properties and Inspections. Keep proper books of record and account in which entries that are full, true and correct entries in all material respects and are in conformity with GAAP are made. Permit any representatives designated by the Administrative Agent, any Co-Collateral Agent or any Lender to visit and inspect during normal business hours the corporate, financial and operating records and the properties of the Borrower or the Restricted Subsidiaries upon reasonable advance notice, and to make extracts from and copies of such records, and permit any such representatives to discuss the affairs, finances and condition of such Person with the officers thereof and independent accountants (subject to such accountants’ customary policies and procedures) therefor; provided that the Administrative Agent shall give the Borrower an opportunity to participate in any discussions with its accountants; provided, further, that in the absence of the existence of an a continuing Event of Default, (i) only the Administrative Agent on behalf of the Lenders and (at the election of the Majority Agents) the Co-Collateral Agents may exercise the rights of the Administrative Agent, the Co-Collateral Agents Agent and the Lenders under this Section 5.07 and (ii) the Administrative Agent and the Co-Collateral Agents shall not exercise their its rights under this Section 5.07 more often than two times one time during any fiscal year and only one such time shall be at the Borrower’s expense; provided, further, that when an a continuing Event of Default exists, the Administrative Agent, any Co-Collateral Agent (or any Lender and their respective designees of its designees), on behalf of the Lenders, may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Borrower and the other Loan Parties’ assets for internal use by the Administrative Agent, the Co-Collateral Agents and the Lenders (it being understood and agreed that the Administrative Agent shall provide the Borrower with a copy of any field examination distributed to the Lenders).

Maintaining Records; Access to Properties and Inspections. Keep proper books of record and account in which full, true and correct entries in all material respects in conformity with GAAP are madeGAAP. Permit The Borrowers and each Restricted Subsidiary will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent, any Co-Collateral Agent or any Lender in writing to visit and inspect during normal business hours the corporate, financial and operating records and the properties of such person from time to time (but in the Borrower or the Restricted Subsidiaries absence of an Event of Default, no more often than once during any calendar year) upon prior reasonable advance notice, notice and at such reasonable times during normal business hours as shall be agreed to and to make extracts from and copies of such financial records, and permit any such representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances and condition of such Person person with the officers thereof and (provided that a representative of each Borrower is given the opportunity to be present) independent accountants therefor, all at the cost of the Borrowers (which amounts shall be reasonable); provided that the Administrative Agent shall give the Borrower an opportunity to participate in any discussions with its accountants; provided, further, that in the absence of except during the existence of an Event of Default, the Borrowers shall not be responsible for the costs of more than one visit per calendar year. Notwithstanding anything to the contrary in this Section 5.07, none of the Borrowers or any of their Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding agreement or (b) is subject to attorney-client or similar privilege or constitutes attorney work product; provided that, in the event that the Borrowers or any of their Restricted Subsidiaries do not provide information that otherwise would be required to be provided hereunder in reliance on such exception, then the Borrowers shall use commercially reasonable efforts to (i) only provide notice to the Administrative Agent on behalf promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the Lenders and (at the election loss of the Majority Agentssuch professional privilege) the Co-Collateral Agents may exercise the rights of the Administrative Agent, the Co-Collateral Agents and the Lenders under this Section 5.07 and (ii) communicate, to the Administrative Agent and the Co-Collateral Agents shall not exercise their 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; provided, further, that when an Event of Default existsextent permitted, the Administrative Agent, any Co-Collateral Agent or any Lender applicable information in a way that would not violate such restrictions and their respective designees may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Borrower and the other Loan Parties’ assets for internal use by the Administrative Agent, the Co-Collateral Agents and the Lenders (it being understood and agreed that the Administrative Agent shall provide the Borrower with a copy of any field examination distributed to the Lenders)eliminate such restrictions.

Maintaining Records; Access to Properties and Inspections. Keep proper books Maintain a system of record and account accounting that enables Holdings to produce financial statements in which full, true and correct entries in conformity accordance with GAAP are madein all material respects. Permit Solely at the request of the Required Lenders, the Group Members will, at the Borrowers’ expense (subject to Section 10.03), permit any representatives designated by the Administrative Agent, any Co-Collateral Agent or any Lender the Required Lenders to visit during their regular business hours and with reasonable advance written notice thereof and inspect during normal business hours the corporate, financial and operating records and the properties property of such Group Member at reasonable times up to one time per calendar year (but without frequency limit during the Borrower or the Restricted Subsidiaries upon reasonable advance notice, continuance of an Event of Default) and to make extracts from and copies of such financial records, and permit any such representatives designated by the Administrative Agent or the Required Lenders to discuss the affairs, finances finances, accounts and condition of such Person any Group Member with the officers and employees thereof and advisors therefor (including independent accountants therefor(subject to such accountants’ customary policies and procedures)); provided that the Administrative Agent or the Required Lenders, as applicable, shall give the Borrower an any Group Member a reasonable opportunity for its representatives to participate in any discussions with its accountantssuch discussions; provided, further, that in the absence of the existence of an so long as no Event of DefaultDefault has occurred and is then continuing, the Borrowers shall not bear the cost of more than one such inspection per calendar year by the Administrative Agent or the Required Lenders (or their respective representatives), nor shall the Administrative Agent or the Required Lenders (or their respective representatives) make more than one such inspection per calendar year. Notwithstanding anything to the contrary in this Section 5.07, no Group Member will be required to disclose or permit the inspection or discussion or duplication of, or extraction from, any document, information or other matter (i) only the Administrative Agent on behalf of the Lenders and (at the election of the Majority Agents) the Cothat constitutes non-Collateral Agents may exercise the rights of the Administrative Agentregistered or confidential Intellectual Property, the Co-Collateral Agents and the Lenders under this Section 5.07 and including trade secrets or other confidential information, or other non financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent and the Co-Collateral Agents shall not exercise their 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; provided, further, that when an Event of Default exists, the Administrative Agent, any Co-Collateral Agent or any Lender and (or their respective designees may do representatives or contractors) is prohibited by Requirements of Law or any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Borrower acknowledges binding agreement (not entered into in contemplation hereof) (or would otherwise cause a breach or default thereunder), or (iii) that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute is subject to the Lenders certain Reports pertaining to the Borrower and the other Loan Parties’ assets for internal use by the Administrative Agent, the Co-Collateral Agents and the Lenders (it being understood and agreed that the Administrative Agent shall provide the Borrower with a copy of any field examination distributed to the Lenders)attorney client or similar privilege or constitutes attorney work product.

Maintaining Records; Access to Properties and Inspections. Keep proper books Maintain all financial records in a manner sufficient to permit the preparation of record and account consolidated financial statements in which full, true and correct entries in conformity accordance with GAAP are madeGAAP. Permit Upon the request of Administrative Agent permit any representatives persons designated by the Administrative AgentAgent or, any Co-upon the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender to visit and inspect during normal business hours the corporate, financial and operating records and the properties of Holdings, the Borrower or the Restricted any of its Subsidiaries at reasonable times during normal business hours, upon reasonable advance noticeprior notice to Holdings or the Borrower, and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any such representatives persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender upon reasonable prior notice to Holdings or the Borrower to discuss the affairs, finances and condition of such Person Holdings, the Borrower or any of its Subsidiaries with the officers thereof and independent accountants therefortherefor (subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract); provided provided, that the Borrower shall have the right to have one or more of its designees present during any discussions with its independent accountants and provided, further, that the Administrative Agent shall give the Borrower an opportunity to participate in not exercise its rights under this Section 5.07 more than two times during any discussions with its accountants; provided, further, that in the absence of calendar year absent the existence of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders and (at the election of the Majority Agents) the Co-Collateral Agents may exercise the rights of the Administrative Agent, the Co-Collateral Agents and the Lenders under this Section 5.07 and (ii) the Administrative Agent and the Co-Collateral Agents shall not exercise their rights under this Section 5.07 more often than two times during any fiscal year Default and only one such time shall be at the Borrower’s expense; provided, further, that when an . To the extent practicable and so long as no Event of Default existshas occurred and is continuing, the Administrative Agent, any Co-Collateral Agent or any Lender agrees to use commercially reasonable efforts to coordinate and their respective designees may do any of otherwise to conduct the foregoing at the expense visits and inspections so as to avoid creating unreasonable burdens upon management of the Borrower at any time during normal business hours and upon reasonable advance notice. The Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Borrower and the other Loan Parties’ assets for internal use by the Administrative Agent, the Co-Collateral Agents and the Lenders (it being understood and agreed that the Administrative Agent shall provide the Borrower with a copy of any field examination distributed to the Lenders)Subsidiaries.

Maintaining Records; Access to Properties and Inspections. Keep proper books Maintain all financial records in a manner sufficient to permit the preparation of record and account consolidated financial statements in which full, true and correct entries in conformity accordance with GAAP are madeGAAP. Permit Upon the request of Administrative Agent permit any representatives persons designated by the Administrative AgentAgent or, any Co-Collateral Agent or upon the occurrence and during the continuance of an Event of Default, any Lender to visit and inspect during normal business hours the corporate, financial and operating records and the properties of Holdings, the Borrower or the Restricted any of its Subsidiaries at reasonable times during normal business hours, upon reasonable advance noticeprior notice to Holdings or the Borrower, and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any such representatives persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender upon reasonable prior notice to Holdings or the Borrower to discuss the affairs, finances and condition of such Person Holdings, the Borrower or any of its Subsidiaries with the officers thereof and independent accountants therefortherefor (subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract); provided provided, that the Borrower shall have the right to have one or more of its designees present during any discussions with its independent accountants and provided, further, that the Administrative Agent shall give the Borrower an opportunity to participate in not exercise its rights under this Section 5.07 more than two times during any discussions with its accountants; provided, further, that in the absence of calendar year absent the existence of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders and (at the election of the Majority Agents) the Co-Collateral Agents may exercise the rights of the Administrative Agent, the Co-Collateral Agents and the Lenders under this Section 5.07 and (ii) the Administrative Agent and the Co-Collateral Agents shall not exercise their rights under this Section 5.07 more often than two times during any fiscal year Default and only one such time shall be at the Borrower’s expense; provided, further, that when an . To the extent practicable and so long as no Event of Default existshas occurred and is continuing, the Administrative Agent, any Co-Collateral Agent or any Lender agrees to use commercially reasonable efforts to coordinate and their respective designees may do any of otherwise to conduct the foregoing at the expense visits and inspections so as to avoid creating unreasonable burdens upon management of the Borrower at any time during normal business hours and upon reasonable advance notice. The Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Borrower and the other Loan Parties’ assets for internal use by the Administrative Agent, the Co-Collateral Agents and the Lenders (it being understood and agreed that the Administrative Agent shall provide the Borrower with a copy of any field examination distributed to the Lenders)Subsidiaries.

Maintaining Records; Access to Properties and Inspections. Keep proper books The Borrower will, and will cause each of record the Restricted Subsidiaries to maintain all financial records in accordance with GAAP. The Borrower will, and account in which fullwill cause each of the Restricted Subsidiaries to, true permit representatives and correct entries in conformity with GAAP are made. Permit any representatives designated by independent contractors of the Administrative Agent, any Co-Collateral Agent or any Lender and the Lenders to visit and inspect during normal business hours any of its properties (to the extent it is within such Person’s control to permit such inspection), to examine its corporate, financial and operating records records, and the properties of the Borrower make copies thereof or the Restricted Subsidiaries upon reasonable advance noticeabstracts therefrom, and to make extracts from and copies of such records, and permit any such representatives to discuss the its affairs, finances and condition of such Person accounts with the officers thereof its directors, officers, and independent accountants thereforpublic accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that that, excluding any such visits and inspections during the Administrative Agent shall give the Borrower an opportunity to participate in any discussions with its accountants; provided, further, that in the absence of the existence continuation of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders and (at the election of the Majority Agents) the Co-Collateral Agents may exercise the rights of the Administrative Agent, the Co-Collateral Agents Agent and the Lenders under this Section 5.07 and (ii) the Administrative Agent and the Co-Collateral Agents shall not exercise their such rights under this Section 5.07 more often than two times once during any fiscal calendar year and only one such time shall be absent the existence of an Event of Default at the Borrower’s expense; and provided, further, that when an Event of Default exists, the Administrative Agent, any Co-Collateral Agent or the Lenders (or any Lender and of their respective designees representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Borrower and the other Loan Parties’ assets for internal use by the Administrative Agent, the Co-Collateral Agents Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in Section 5.01 or this Section 5.07, neither of Borrower nor any Restricted Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (it being understood and agreed i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent shall provide the Borrower with a copy or any Lender (or their respective representatives or contractors) is prohibited by applicable Requirements of Law or any field examination distributed binding agreement or (iii) that is subject to the Lenders)attorney-client or similar privilege or constitutes attorney work product.

Maintaining Records; Access to Properties and Inspections. Keep proper books of record and account in which entries that are full, true and correct entries in all material respects and are in conformity with GAAP are made. Permit any representatives designated by the Administrative Agent, any Co-Collateral Agent or any Lender to visit and inspect during normal business hours the corporate, financial and operating records and the properties of the Borrower Borrowers or the Restricted Subsidiaries upon reasonable advance notice, and to make extracts from and copies of such records, and permit any such representatives to discuss the affairs, finances and condition of such Person with the officers thereof and independent accountants (subject to such accountants’ customary policies and procedures) therefor; provided that the Administrative Agent shall give the Lead Borrower an opportunity to participate in any discussions with its accountants; provided, further, that in the absence of the existence of an a continuing Event of Default, (i) only the Administrative Agent on behalf of the Lenders and (at the election of the Majority Agents) the Co-Collateral Agents may exercise the rights of the Administrative Agent, the Co-Collateral Agents Agent and the Lenders under this Section 5.07 and 5.07; (ii) the Administrative Agent and the Co-Collateral Agents shall not exercise their its rights under this Section 5.07 more often than two times one time during any fiscal year (and only one such time shall be at the Borrower’s Borrowers’ expense); provided that during any period from the date on which daily Excess Availability is less than the greater of (i) 10% of the Line Cap and (ii) $7,500,000 for five (5) or more consecutive Business Days until such time as the daily Excess Availability is equal to or exceeds the greater of (i) 10% of the Line Cap and (ii) $7,500,000 for a period of thirty (30) consecutive Business Days, the Administrative Agent may exercise its rights under this Section 5.07 at the Borrowers’ expense one additional time; provided, further, that when an a continuing Event of Default exists, the Administrative Agent, any Co-Collateral Agent (or any Lender and their respective designees of its designees), on behalf of the Lenders, may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice. The Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Borrower and the other Loan Parties’ assets for internal use by the Administrative Agent, the Co-Collateral Agents and the Lenders (it being understood and agreed that the Administrative Agent shall provide the Borrower with a copy of any field examination distributed to the Lenders).

Maintaining Records; Access to Properties and Inspections. Keep proper books of record Maintain all financial records in accordance with the Applicable Accounting Rules and account in which full, true and correct entries in conformity with GAAP are made. Permit any representatives designated by permit the Administrative AgentAgent (and its consultants or agents), any Co-Collateral Agent or accompanied by any Lender to visit and inspect during normal business hours the corporatewhich so elects, financial and operating records and the properties of the Borrower or the Restricted Subsidiaries upon reasonable advance noticenotice and at reasonable times during regular business hours, and to make extracts from and copies of such records, and permit at any such representatives to discuss the affairs, finances and condition of such Person with the officers thereof and independent accountants therefor; provided that the Administrative Agent shall give the Borrower an opportunity to participate in any discussions with its accountants; provided, further, that in the absence of the existence of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders and (at the election of the Majority Agents) the Co-Collateral Agents may exercise the rights of the Administrative Agent, the Co-Collateral Agents and the Lenders under this Section 5.07 and (ii) the Administrative Agent and the Co-Collateral Agents shall not exercise their 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; provided, further, that when an Event of Default exists, to have access to, examine, audit, make extracts from or copies of, and inspect any or all of the Loan Parties’ records, files, and books of account and the Collateral, and discuss the Loan Parties’ affairs with the Loan Parties’ officers and senior management; provided that, (i) unless an Event of Default is continuing, such access, examinations, audits and inspections shall be limited to two instances in any calendar year and (ii) all such access, examinations, audits and inspections will be at the Loan Parties’ expense. The Loan Parties will deliver to the Administrative Agent any instrument necessary for the Administrative Agent to obtain records from any service bureau maintaining records for the Loan Parties. The Administrative Agent may, and at the direction of the Required Lenders shall, at any time when an Event of Default exists, and at the Loan Parties’ expense, make copies of all of the Loan Parties’ books and records, or require the Loan Parties to deliver such copies to the Administrative Agent. Upon reasonable request to senior management of the Borrower, the Administrative Agent may, without expense to the Administrative Agent, any Co-Collateral Agent or any Lender and their respective designees may do any use such of the foregoing at Loan Parties’ respective personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the expense of Collateral Agent’s Liens. The Administrative Agent shall have the Borrower right, at any time during normal business hours and upon reasonable advance notice. The Borrower acknowledges that time, in the Administrative Agent’s name or in the name of a nominee of the Administrative Agent, after exercising its rights of inspectionto verify the validity, may prepare and distribute amount, or any other matter relating to the Lenders certain Reports pertaining to Accounts, Inventory, or other Collateral, by mail, telephone, or otherwise; provided, however, in the Borrower and the other Loan Parties’ assets for internal use by the Administrative Agentabsence of an Event of Default, the Co-Collateral Agents and the Lenders Agent agrees that it will not attempt to verify more than ten (it being understood and agreed that the Administrative Agent shall provide the Borrower with a copy of any field examination distributed to the Lenders)10) Accounts each month.

Maintaining Records; Access to Properties and Inspections. Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are mademade of all dealings and transactions in relation to its business and activities. Permit Each Obligated Party and its Subsidiaries will permit any representatives designated by the Administrative Agent, any Co-Collateral Agent or any Lender (a) to visit and inspect during normal business hours the corporate, financial and operating records and the properties Collateral of the Borrower Obligated Parties or the Restricted Subsidiaries any Subsidiary at reasonable times and upon reasonable advance noticenotice and as often as reasonably requested, but in no event more than an aggregate of two (2) times per fiscal year unless an Event of Default has occurred and is continuing, (b) to make extracts from and copies of such financial records, (c) to conduct evaluations and appraisals of (i) the Borrowers' practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base, and pay the reasonable fees and expenses in connection therewith (except that so long as no Event of Default exists and is continuing, Borrowers shall only be required to reimburse Agent and Lenders for one (1) Vessel Appraisal per year) and (d) to permit any such representatives designated by the Agent or any Lender to discuss the affairs, finances and condition of such Person the Obligated Parties or any Subsidiary with the officers thereof and independent accountants therefor; provided that . In addition to and not in limitation of the Administrative foregoing, Agent shall give have the Borrower an opportunity to participate in any discussions with its accountants; provided, further, that in the absence of the existence of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders and (at the election of the Majority Agents) the Co-Collateral Agents may exercise the rights of the Administrative Agent, the Co-Collateral Agents and the Lenders under this Section 5.07 and (ii) the Administrative Agent and the Co-Collateral Agents shall not exercise their 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; provided, further, that when an Event of Default exists, the Administrative Agent, any Co-Collateral Agent or any Lender and their respective designees may do any of the foregoing at the expense of the Borrower right at any time during normal business hours and upon reasonable advance notice. The Borrower acknowledges that or times, in Agent's name or in the Administrative name of a nominee of Agent, after exercising its rights of inspectionto verify the validity, may prepare amount or any other matter relating to any Collateral, by mail, telephone, facsimile transmission or otherwise. In connection with any collateral monitoring or review and distribute appraisal relating to the Lenders certain Reports pertaining computation of the Borrowing Base, the Borrowers shall make such adjustments to the Borrower Borrowing Base as the Agent shall reasonably require based upon the terms of this Agreement and the other Loan Parties’ assets for internal use by the Administrative Agentresults of such collateral monitoring, the Co-Collateral Agents and the Lenders (it being understood and agreed that the Administrative Agent shall provide the Borrower with a copy of any field examination distributed to the Lenders)review or appraisal.

Maintaining Records; Access to Properties and Inspections. Keep proper books of record and account records and accounts in which full, true and correct entries in conformity in all material respects with GAAP and all Requirements of Law are mademade of all material dealings and transactions in relation to its business and activities. Permit Each Loan Party will permit any representatives designated by the Administrative Agent, any Co-Collateral Agent or Agents (including, without limitation, any Lender desiring to accompany representatives of the Co-Collateral Agents) to visit and inspect the financial records and the Property of such Loan Party at reasonable times during normal business hours the corporate, financial and operating records and the properties of the Borrower or the Restricted Subsidiaries upon with reasonable advance notice, prior notice and to make extracts from and copies of such financial records, and permit any such representatives designated by the Co-Collateral Agents to discuss the affairs, finances and condition of such Person any Loan Party with the officers thereof and independent accountants therefor; provided that therefor (other than information which is subject to an attorney-client privilege or would result in a breach of a confidentiality obligation of the Administrative Agent shall give the Borrower an opportunity Loan Parties to participate in any discussions with its accountantsother Person); provided, furtherhowever, that in (x) the absence of Borrowers shall only be required to pay the existence of an Event of Default, reasonable fees and out-of-pocket expenses for (i) only from the Administrative Agent on behalf Effective Date through December 31, 2010, one examination and inventory appraisal, and (ii) thereafter, two examinations and inventory appraisals per calendar year unless Excess Availability is less than the greater of (A) $25,000,000 or (B) 15% of the lesser of the Revolving Commitments of all Revolving Lenders or the Revolving Borrowing Base, in which event the Borrowers shall be required to pay the reasonable fees and out-of-pocket expenses for three examinations and inventory appraisals per calendar year, and (at the election y) a representative of the Majority Agents) Lead Borrower shall be given the opportunity to be present for any communication with the independent accountants. In addition, the Co-Collateral Agents may exercise undertake (a) additional field examinations and inventory appraisals at the rights of the Administrative AgentBorrower’s expense if a Specified Default exists, and (b) additional field examinations and inventory appraisals at the Co-Collateral Agents and the Lenders under this Section 5.07 and (ii) the Administrative Agent and the Co-Collateral Agents shall not exercise their 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; provided, further, that when an Event of Default exists, the Administrative Agent, any Co-Collateral Agent or any Lender and their respective designees may do any of the foregoing at the Agents’ expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Borrower and the other Loan Parties’ assets for internal use by the Administrative Agent, the Co-Collateral Agents and the Lenders (it being understood and agreed that the Administrative Agent shall provide the Borrower with a copy of any field examination distributed to the Lenders)time.

Maintaining Records; Access to Properties and Inspections. Keep proper books of record and account (i) in which full, true and correct entries are made in all material respects in conformity with all Requirements of Law, (ii) in form permitting financial statement conforming with GAAP to be derived therefrom and (iii) in which all material dealings and transactions in relation to its business and activities are maderecorded. Permit Each Company will permit any representatives designated by the Administrative Agent, any Co-Collateral Agent or any Lender to visit and inspect the financial records and the property of such Company upon reasonable notice at reasonable times during normal business hours the corporate, financial and operating records and the properties of the Borrower or the Restricted Subsidiaries upon reasonable advance notice, and to make extracts from and copies of such financial records, and permit any such representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances finances, accounts and condition of such Person Company with the officers thereof of such Company and advisors for such Company (including independent accountants therefor; provided that the Administrative Agent shall give the Borrower an opportunity to participate in any discussions with its accountants); provided, furtherhowever, that in the absence of the existence of (a) (x) unless an Event of Default, Default has occurred and is continuing (iA) only the Administrative Agent on behalf of the Lenders and (at the election of the Majority Agents) the Co-Collateral Agents may exercise the rights of the Administrative Agent, the Co-Collateral Agents Agent and the Lenders under this Section 5.07 and (iiB) the Administrative Agent and the Co-Collateral Agents shall not exercise their such rights under this Section 5.07 no more often than two times during any one time in each fiscal year (but it is understood that the Lenders or the Administrative Agent may also have a reasonable number of telephone conferences to have such discussions regarding such topics without reference to the foregoing limitation) and only one such time shall be at the Borrower’s expense; provided, further, that when (y) if an Event of Default existshas occurred and is continuing, the Administrative Agentexpenses associated therewith shall be reasonable, any Co-Collateral Agent or any Lender and their respective designees may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Borrower and the other Loan Parties’ assets for internal use by the Administrative Agent, the Co-Collateral Agents and the Lenders (it being understood and agreed that b) the Administrative Agent shall provide cooperate so that such visit does not materially disrupt the Borrower normal operations of the Companies, (c) the Administrative Agent shall conduct each such inspection in compliance with a copy all reasonable safety and security requirements of the Companies and (d) the Companies shall have the opportunity to participate in any field examination distributed discussions with advisors. The Companies shall have no obligation to disclose (i) materials that are protected by attorney-client privilege or similar privilege or constitute attorney work product or the Lenders)- 115 - disclosure of which would violate applicable law or any confidentiality obligations of the Companies or (ii) trade secrets or proprietary information.

Maintaining Records; Access to Properties and Inspections. Keep proper books Maintain all financial records in accordance with the Applicable Accounting Standards and, upon five (5) Business Days’ notice (or, if an Event of record Default has occurred and account in which fullis continuing, true and correct entries in conformity with GAAP are made. Permit one (1) Business Days’ notice), permit any representatives persons designated by the Administrative AgentAgent to visit, any Co-Collateral Agent or any Lender to visit audit and inspect during normal business hours the corporate, financial and operating records and the properties of the Borrower or any of the Restricted Subsidiaries at reasonable times, upon reasonable advance noticeprior notice to the Borrower or the applicable Subsidiary, and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any such representatives persons designated by the Administrative Agent upon reasonable prior notice to the Borrower to discuss the affairs, finances and condition of such Person the Borrower or any of its Subsidiaries with the officers thereof and independent accountants therefortherefor (in each case set forth in this Section 5.07, subject to reasonable requirements of confidentiality, including requirements imposed by Law or by contract and always subject to any applicable data protection rules (in particular subject to the EU General Data Protection Regulation)); provided that that, excluding any such visits and inspections during the Administrative Agent shall give the Borrower an opportunity to participate in any discussions with its accountants; provided, further, that in the absence continuation of the existence of a Default or an Event of Default, (i) only the Administrative Agent on behalf of the Lenders and (at the election of the Majority Agents) the Co-Collateral Agents may exercise the visitation and inspection rights of the Administrative Agent, the Co-Collateral Agents Agent and the Lenders under this Section 5.07 and (ii) the Administrative Agent and the Co-Collateral Agents shall not exercise their such rights under this Section 5.07 more often than two times one (1) time during any fiscal calendar year and only one such time shall be at absent the Borrower’s expense; provided, further, that when continuation of a Default or an Event of Default. If a Default or an Event of Default existshas occurred and is continuing, the Administrative Agent, any Co-Collateral Agent or any representatives of each Lender and their respective designees may do any (at such Xxxxxx’s expense) will be permitted to accompany representatives of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Borrower and the other Loan Parties’ assets for internal use by the Administrative Agent, the Co-Collateral Agents and the Lenders (it being understood and agreed that the Administrative Agent shall provide during each visit, inspection and discussion conducted during the Borrower with a copy existence of any field examination distributed to the Lenders)such Default or Event of Default.

Maintaining Records; Access to Properties and Inspections. (a) (i) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP (where applicable) and all material applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities are made. Permit made of all dealings and transactions in relation to its business and activities, (ii) keep proper records of accounts with the Loan Parties and their Affiliates (including the Verso Entities), with full, true and correct entries reflecting all payments received and paid (including, without limitation, funds received by Borrower from swept deposit accounts of the other Loan Parties), (iii) maintain all financial records in accordance with GAAP and (iv) upon five Business Days’ notice (or, if an Event of Default has occurred and is continuing, one Business Days’ notice), permit any authorized representatives designated by of the Administrative AgentAgent to visit, any Co-Collateral Agent or any Lender to visit audit and inspect during normal business hours the corporate, financial and operating records and (including for environmental matters) any of the properties of Holdings, the Borrower or any of the Restricted Subsidiaries upon reasonable advance noticeSubsidiaries, including its and their financial and accounting records, and to make copies and take extracts from and copies of such recordstherefrom, and permit any such representatives subject to reasonable requirements of confidentiality, including requirements imposed by law or contract, to discuss the its and their affairs, finances and condition of such Person business with the its and their officers thereof and independent certified public accountants therefor; provided that the Administrative Agent shall give (so long as the Borrower an has the opportunity to participate in any discussions with its such certified public accountants; provided), further, that in at such reasonable times during normal business hours and without undue disruption to the absence business of the existence of an Event of DefaultBorrower as often as may be reasonably requested, (i) only the Administrative Agent on behalf of the Lenders and (at the election of the Majority Agents) the Co-Collateral Agents may exercise the rights of the Administrative Agent, the Co-Collateral Agents and the Lenders under this Section 5.07 and (ii) the Administrative Agent and the Co-Collateral Agents shall not exercise their 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; provided, further, that when an Event of Default exists, the Administrative Agent, any Co-Collateral Agent or any Lender and their respective designees may do any of the foregoing in each case at the expense of the Borrower Borrower. If an Event of Default has occurred and is continuing, representatives of each Lender (at any time during normal business hours and upon reasonable advance notice. The Borrower acknowledges that the Administrative Agent, after exercising its rights such Lender’s expense) will be permitted to accompany representatives of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Borrower and the other Loan Parties’ assets for internal use by the Administrative Agent, the Co-Collateral Agents and the Lenders (it being understood and agreed that the Administrative Agent shall provide during each visit, inspection and discussion conducted during the Borrower with a copy existence of any field examination distributed to the Lenders)such Event of Default.

Maintaining Records; Access to Properties and Inspections. Keep proper books of record and account in which full, true and correct entries in conformity with GAAP are made. Permit any representatives Persons designated by the Administrative Agent, any Co-Collateral Agent or any Lender to visit and inspect during normal business hours the corporate, financial and operating records and the properties of the Borrower or the any Restricted Subsidiaries Subsidiary at reasonable times, upon reasonable advance noticeprior written notice from the Administrative Agent to the Borrower, and as often as reasonably requested, to make extracts from and copies of such financial records, and permit any such representatives Persons designated by the Administrative Agent, upon reasonable prior written notice from the Administrative Agent to the Borrower, to discuss the affairs, finances and condition of such Person the Borrower or any Restricted Subsidiary with the officers thereof and independent accountants therefortherefor (subject to such accountant’s policies and procedures); provided that the Administrative Agent shall give the Borrower an opportunity to participate in any discussions with its accountants; provided, further, that in the absence of the existence of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders and (at the election of the Majority Agents) the Co-Collateral Agents may exercise the rights of the Administrative Agent, the Co-Collateral Agents and the Lenders under this Section 5.07 and (ii) the Administrative Agent and the Co-Collateral Agents shall not exercise their such rights under this Section 5.07 more often than two times during any fiscal calendar year unless an Event of Default is continuing and only one such time shall will be at the Borrower’s expense; and provided, further, that when an Event of Default existsis continuing, the Administrative Agent, any Co-Collateral Agent or any Lender and (or any of their respective designees representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower acknowledges that the Administrative Agentopportunity to participate in any discussions with the Borrower’s independent accountants. Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7), after exercising its rights 5.05 and 5.07) or any other Loan Document, none of the Loan Parties or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, may prepare and distribute to the Lenders certain Reports pertaining examination or making copies or abstracts of, or discussion of, any document, information or other matter with any Disqualified Institution or other competitor to the Borrower and the other Loan Parties’ assets for internal use or any of its Subsidiaries or that (1) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by the Administrative Agentlaw or any binding agreement, the Co(3) is subject to attorney-Collateral Agents and the Lenders client or similar privilege or constitutes attorney work product or (it being understood and agreed that the Administrative Agent shall provide 4) creates an unreasonably excessive expense or burden on the Borrower with a copy or any of any field examination distributed to the Lenders)its Subsidiaries. SECTION 5.08.

Maintaining Records; Access to Properties and Inspections. Keep proper books of record and account (a) Maintain all financial records in which full, true and correct entries in conformity accordance with GAAP are made. Permit any representatives designated by and permit the Administrative AgentAgent (or any Persons designated thereby) or, upon the occurrence and during the continuation of an Event of Default, any Co-Collateral Agent or any Lender Lender, to visit and inspect during normal business hours the corporate, financial and operating records and the properties of the Borrower or the any of its Restricted Subsidiaries at reasonable mutually agreed times during normal business hours, upon at least three (3) Business Days prior notice to the Borrower or, if an Event of Default has occurred and is continuing, upon reasonable advance noticeprior notice to the Borrower, and as often as reasonably requested but in no event more than once per fiscal quarter so long as no Event of Default is continuing, and to make extracts from and copies of such recordsfinancial records (subject to compliance with copyright laws), and permit the Administrative Agent (or Persons designated thereby) or, upon the occurrence and during the continuation of an Event of Default, any such representatives Lender or any Issuing Bank, upon reasonable prior notice to the Borrower to discuss the affairs, finances and condition of such Person the Borrower or any of its Restricted Subsidiaries with the officers thereof, or the general partner, managing member or sole member thereof and independent accountants therefor; provided that the Administrative Agent shall give the Borrower an opportunity (subject to participate in any discussions with its accountantsreasonable requirements of confidentiality, including requirements imposed by law or by contract); provided, furtherthat, that in during any calendar year absent the absence of the existence occurrence and continuation of an Event of Default, (i) only one visit by the Administrative Agent on behalf for reasonable expenses of the Lenders and (at the election a reasonable number of the Majority Agents) the Co-Collateral Agents may exercise the rights of the Administrative Agent, the Co-Collateral Agents and the Lenders under this Section 5.07 and (ii) the Administrative Agent and the Co-Collateral Agents shall not exercise their rights under this Section 5.07 more often than two times during any fiscal year and only one such time people shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, the Administrative Agent, any Co-Collateral Agent or any Lender and their respective designees may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Borrower acknowledges provided that the Administrative Agent, after exercising its exercise of rights under this Section shall not unreasonably interfere with the business of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Borrower and the other Loan Parties’ assets for internal use by the Administrative Agent, the Co-Collateral Agents and the Lenders (it being understood and agreed that the Administrative Agent shall provide the Borrower with a copy or any of any field examination distributed to the Lenders)its Restricted Subsidiaries.

Maintaining Records; Access to Properties and Inspections. Keep Holdings will, and will cause each of the Restricted Subsidiaries to, maintain proper books of record and account account, in which entries that are full, true and correct entries in all material respects and are in conformity with GAAP are madeconsistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings and such Restricted Subsidiary, as the case may be. Permit any Holdings will, and will cause each of the Restricted Subsidiaries to, permit representatives designated by and independent contractors of the Administrative Agent, any Co-Collateral Agent or any Lender and the Required Lenders to visit and inspect during normal business hours any of its properties (to the extent it is within such Person’s control to permit such inspection), to examine its corporate, financial and operating records records, and the properties of the Borrower make copies thereof or the Restricted Subsidiaries upon reasonable advance noticeabstracts therefrom, and to make extracts from and copies of such records, and permit any such representatives to discuss the its affairs, finances and condition of such Person accounts with the officers thereof its directors, officers, and independent accountants thereforpublic accountants, all at the reasonable expense of the Canadian Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Canadian Borrower (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that that, excluding any such visits and inspections during the Administrative Agent shall give the Borrower an opportunity to participate in any discussions with its accountants; provided, further, that in the absence of the existence continuation of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders and (at the election of the Majority Agents) the Co-Collateral Agents may exercise the rights of the Administrative Agent, the Co-Collateral Agents and the Lenders under this Section 5.07 and (ii) the Administrative Agent and the Co-Collateral Agents Required Lenders under this Section 5.07, and the Administrative Agent shall not exercise their such rights under this Section 5.07 more often than two times once during any fiscal calendar year and only one such time shall be absent the existence of an Event of Default at the Canadian Borrower’s expense; and provided, further, that when an Event of Default exists, the Administrative Agent, any Co-Collateral Agent or the Required Lenders (or any Lender and of their respective designees representatives or independent contractors) may do any of the foregoing at the expense of the Canadian Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Canadian Borrower acknowledges that the Administrative Agentopportunity to participate in any discussions with the Canadian Borrower’s independent public accountants. Notwithstanding anything to the contrary in Section 5.04 or this Section 5.07, after exercising its rights none of Holdings or any Restricted Subsidiary will be required to disclose, permit the inspection, may prepare and distribute examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Lenders certain Reports pertaining any Agent or any Lender (or their respective representatives or contractors) is prohibited by Applicable Law or any binding agreement or (iii) that is subject to the Borrower and the other Loan Parties’ assets for internal use by the Administrative Agent, the Coattorney-Collateral Agents and the Lenders (it being understood and agreed that the Administrative Agent shall provide the Borrower with a copy of any field examination distributed to the Lenders)client or similar privilege or constitutes attorney work product.

Maintaining Records; Access to Properties and Inspections. Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are mademade of all dealings and transactions in relation to its business and activities. Permit Each Obligated Party and its Subsidiaries will permit any representatives designated by the Administrative Agent, any Co-Collateral Agent or any Lender Security Trustee (a) to visit and inspect during normal business hours the corporate, financial and operating records and the properties Collateral of the Borrower Obligated Parties or the Restricted Subsidiaries any Subsidiary at reasonable times and upon reasonable advance noticenotice and as often as reasonably requested, and to make extracts from and copies of such financial records, to evaluate Borrowers’ practices in the computation of the Borrowing Base and the assets included in the Borrowing Base, and pay the reasonable fees and expenses in connection therewith (except that so long as no Event of Default exists and is continuing, Borrowers shall only be required to reimburse the Agent and Security Trustee for two (2) such visits and inspections per calendar year, unless at any time during such year a Covenant Testing Trigger Period occurs, in which case Borrowers shall then be required to reimburse the Agent and Security Trustee for three (3) such visits and inspections per calendar year; provided, that if any Event of Default has occurred and is continuing then no such limitation on Borrowers’ reimbursement obligations shall apply), (b) to conduct appraisals of the Vessels and Inventory and pay the reasonable fees and expenses in connection therewith (except that so long as no Event of Default exists and is continuing, Borrowers shall only be required to reimburse the Agent and Security Trustee for two (2) Vessel Appraisals (provided, that not more than one (1) such Vessel Appraisal shall be a physical appraisal) and two (2) appraisals of Inventory (provided, that not more than one (1) such appraisal of Inventory shall be a physical appraisal) per calendar year, unless at any time during such year a Covenant Testing Trigger Period occurs, in which case Borrowers shall then be required to reimburse the Agent and Security Trustee for three (3) Vessel Appraisals and three (3) appraisals of Inventory per calendar year; provided that if any Event of Default has occurred and is continuing then no such limitation on Borrowers’ reimbursement obligations shall apply) and (c) to permit any such representatives designated by the Agent or Security Trustee to discuss the affairs, finances and condition of such Person the Obligated Parties or any Subsidiary with the officers thereof and independent accountants therefor; provided that the Administrative Agent shall give the Borrower an opportunity . In addition to participate and not in any discussions with its accountants; provided, further, that in the absence limitation of the existence of an Event of Defaultforegoing, (i) only the Administrative Agent on behalf of the Lenders and (at the election of the Majority Agents) the Co-Collateral Agents may exercise the rights of the Administrative Agent, the Co-Collateral Agents and the Lenders under this Section 5.07 and (ii) the Administrative Agent and the Co-Collateral Agents Security Trustee shall not exercise their rights under this Section 5.07 more often than two times during any fiscal year and only one such time shall be at have the Borrower’s expense; provided, further, that when an Event of Default exists, the Administrative Agent, any Co-Collateral Agent or any Lender and their respective designees may do any of the foregoing at the expense of the Borrower right at any time during normal business hours or times, in Agent’s or the Security Trustee’s name or in the name of a nominee of Agent or the Security Trustee, to verify the validity, amount or any other matter relating to any Collateral, by mail, telephone, facsimile transmission or otherwise. In connection with any collateral monitoring or review and upon reasonable advance notice. The Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute appraisal relating to the Lenders certain Reports pertaining computation of the Borrowing Base, the Borrowers shall make such adjustments to the Borrower Borrowing Base as the Agent shall reasonably require based upon the terms of this Agreement and the other Loan results of such collateral monitoring, review or appraisal. All appraisals and field examinations shall be conducted in such a manner as to minimize impact on the operations of the Obligated Parties’ assets for internal use by the Administrative Agent, the Co-Collateral Agents and the Lenders (it being understood and agreed that the Administrative Agent shall provide the Borrower with a copy of any field examination distributed to the Lenders).

Maintaining Records; Access to Properties and Inspections. Keep proper books of record and account in which full, that are true and correct entries in conformity all material respects and maintain a system of accounting that enables Holdings and the Borrower to produce financial statements in accordance with GAAP are madeor such other accounting principles as may be consented to by the Administrative Agent. Permit Holdings and the Borrower shall, and shall cause each of the Subsidiaries to, permit any representatives designated by the Administrative Agent, any Co-Collateral Agent or any Lender to visit and inspect during normal business hours the corporate, financial and operating records (other than the fee letter related to the Revolving Loans) and the properties of such Person at reasonable times up to one time during any twelve consecutive month period (but without such frequency limit during the Borrower or the Restricted Subsidiaries upon continuance of an Event of Default) following reasonable advance notice, prior written notice and to make extracts from and copies of such financial records, and permit any such representatives designated by the Administrative Agent to discuss the affairs, finances and financial condition of such Person with the officers thereof and independent accountants therefor; provided that (a) the Administrative Agent shall give the Borrower and the Sponsor an opportunity for its representatives to participate in any such discussions with its accountants; provided, further, that in the absence of the existence of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders and (at the election of the Majority Agentsb) the Co-Collateral Agents may exercise the rights of the Administrative Agent, the Co-Collateral Agents and the Lenders under this Section 5.07 and (ii) the Administrative Agent and the Co-Collateral Agents shall not exercise their 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; provided, further, that when an so long as no Event of Default existshas occurred and is then continuing, the Administrative Agent, any Co-Collateral Agent or any Lender and their respective designees may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Borrower and the other Loan Parties’ assets for internal use Parties shall not bear the cost of more than one such visit or inspection (combined) per any twelve consecutive month period by the Administrative Agent, the Co-Collateral Agents Agent and the Lenders (it being understood and agreed that the Administrative Agent shall provide the Borrower with a copy of any field examination distributed to the Lenderstheir respective representatives and other Related Parties). [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.

Maintaining Records; Access to Properties and Inspections. Keep proper books of record and account (i) in which full, true and correct entries are made in all material respects in conformity with all Requirements of Law, (ii) in form permitting financial statements conforming with GAAP to be derived therefrom and (iii) in which all material dealings and transactions in relation to its business and activities are maderecorded. Permit Each Company will permit any representatives designated by the Administrative Agent, any Co-Collateral Agent or any Lender to visit and inspect the financial records and the property of such Company upon reasonable notice at reasonable times during normal business hours the corporate, financial and operating records and the properties of the Borrower or the Restricted Subsidiaries upon reasonable advance notice, and to make extracts from and copies of such financial records, and permit any such representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances finances, accounts and condition of such Person Company with the officers thereof of such Company and advisors for such Company (including independent accountants therefor; provided that the Administrative Agent shall give the Borrower an opportunity to participate in any discussions with its accountants); provided, furtherhowever, that in the absence of the existence of (a) (x) unless an Event of Default, Default has occurred and is continuing (iA) only the Administrative Agent on behalf of the Lenders and (at the election of the Majority Agents) the Co-Collateral Agents may exercise the rights of the Administrative Agent, the Co-Collateral Agents Agent and the Lenders under this Section 5.07 and (iiB) the Administrative Agent and the Co-Collateral Agents shall not exercise their such rights under this Section 5.07 no more often than two times during any one time in each fiscal year (but it is understood that the Lenders or the Administrative Agent may also have a reasonable number of telephone conferences to have such discussions regarding such topics without reference to the foregoing limitation) and only one such time shall be at the Borrower’s expense; provided, further, that when (y) if an Event of Default existshas occurred and is continuing, the Administrative Agentexpenses associated therewith shall be reasonable, any Co-Collateral Agent or any Lender and their respective designees may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Borrower and the other Loan Parties’ assets for internal use by the Administrative Agent, the Co-Collateral Agents and the Lenders (it being understood and agreed that b) the Administrative Agent shall provide cooperate so that such visit does not materially disrupt the Borrower normal operations of the Companies, (c) the Administrative Agent shall conduct each such inspection in compliance with a copy all reasonable safety and security requirements of the Companies and (d) the Companies shall have the opportunity to participate in any field examination distributed discussions with advisors. The Companies shall have no obligation to disclose (i) materials that are protected by attorney-client privilege or similar privilege or constitute attorney work product or the Lenders)disclosure of which would violate applicable law or any confidentiality obligations of the Companies or (ii) trade secrets or proprietary information.

Maintaining Records; Access to Properties and Inspections. Keep proper books of record and account records and accounts in which full, true and correct entries in conformity in all material respects with GAAP and all Requirements of Law are mademade of all material dealings and transactions in relation to its business and activities. Permit Each Loan Party will permit any representatives designated by the Administrative AgentAgent (including, without limitation, any Co-Collateral Agent or any Lender desiring to accompany representatives of the Administrative Agent) to visit and inspect the financial records and the Property of such Loan Party at reasonable times during normal business hours the corporate, financial and operating records and the properties of the Borrower or the Restricted Subsidiaries upon with reasonable advance notice, prior notice and to make extracts from and copies of such financial records, and permit any such representatives designated by the Administrative Agent to discuss the affairs, finances and condition of such Person any Loan Party with the officers thereof and independent accountants therefor; provided that therefor (other than information which is subject to an attorney-client privilege or would result in a breach of a confidentiality obligation of the Administrative Agent shall give the Borrower an opportunity Loan Parties to participate in any discussions with its accountantsother Person); provided, furtherhowever, that (x) no more than one such inspection shall occur during any fiscal year unless Excess Availability is less than $45,000,000 at the end of any fiscal month, in which event no more than two such inspections may occur, in the absence Collateral Agent’s reasonable discretion, during any fiscal year at the Borrowers’ expense, (2) unless Excess Availability is less than $20,000,000 at the end of any fiscal month, in which event no more than three such inspections may occur, in the existence Collateral Agent’s reasonable discretion, during any fiscal year at the Borrowers’ expense, or (3) following the occurrence and during the continuation of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders more frequently at Collateral Agent’s reasonable request and (at the election of the Majority Agents) the Co-Collateral Agents may exercise the rights of the Administrative Agent, the Co-Collateral Agents and the Lenders under this Section 5.07 and (ii) the Administrative Agent and the Co-Collateral Agents shall not exercise their 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; provided, further, that when an Event of Default exists, the Administrative Agent, any Co-Collateral Agent or any Lender and their respective designees may do any of the foregoing at the expense of the Borrowers (in which event there shall be no limitation on inspections), and (y) a representative of the Lead Borrower at shall be given the opportunity to be present for any time during normal business hours and upon reasonable advance notice. The Borrower acknowledges that communication with the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Borrower and the other Loan Parties’ assets for internal use by the Administrative Agent, the Co-Collateral Agents and the Lenders (it being understood and agreed that the Administrative Agent shall provide the Borrower with a copy of any field examination distributed to the Lenders)independent accountants.

Maintaining Records; Access to Properties and Inspections. Keep proper books The Borrower will, and will cause each of record the Restricted Subsidiaries to maintain all financial records in accordance with GAAP. The Borrower will, and account in which fullwill cause each of the Restricted Subsidiaries to, true permit representatives and correct entries in conformity with GAAP are made. Permit any representatives designated by independent contractors of the Administrative Agent, any Co-Collateral Agent or any Lender Agents and the Lenders to visit and inspect during normal business hours any of its properties (to the extent it is within such Person’s control to permit such inspection), to examine its corporate, financial and operating records records, and the properties of the Borrower make copies thereof or the Restricted Subsidiaries upon reasonable advance noticeabstracts therefrom, and to make extracts from and copies of such records, and permit any such representatives to discuss the its affairs, finances and condition of such Person accounts with the officers thereof its directors, officers, and independent accountants thereforpublic accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that that, excluding any such visits and inspections during the Administrative Agent shall give the Borrower an opportunity to participate in any discussions with its accountants; provided, further, that in the absence of the existence continuation of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders and (at the election of the Majority Agents) the Co-Collateral Agents may exercise the rights of the Administrative Agent, the Co-Collateral Agents and the Lenders under this Section 5.07 and (ii) the Administrative Agent and the Co-Collateral Agents shall not exercise their such rights under this Section 5.07 more often than two times once during any fiscal calendar year and only one such time shall be absent the existence of an Event of Default at the Borrower’s expense; and provided, further, that when an Event of Default exists, the Administrative Agent, any Co-Collateral Agent or the Lenders (or any Lender and of their respective designees representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Borrower and the other Loan Parties’ assets for internal use by the Administrative Agent, the Co-Collateral Agents Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in Section 5.01 or this Section 5.07, neither of Borrower nor any Restricted Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (it being understood and agreed i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent shall provide the Borrower with a copy or any Lender (or their respective representatives or contractors) is prohibited by applicable Requirements of Law or any field examination distributed binding agreement or (iii) that is subject to the Lenders)attorney-client or similar privilege or constitutes attorney work product.

Maintaining Records; Access to Properties and Inspections. Keep proper books of record and account in which full, true and correct entries in conformity with GAAP are made. Permit any representatives designated by the Administrative Agent, any Co-Collateral Agent or any Lender to visit and inspect during normal business hours the corporate, financial and operating records and the properties of the Borrower or the Restricted Subsidiaries upon reasonable advance notice, and to make extracts from and copies of such records, and permit any such representatives to discuss the affairs, finances and condition of such Person with the officers thereof and independent accountants therefor; provided that the Administrative Agent shall give the Borrower an opportunity to participate in any discussions with its accountants; provided, further, that in the absence of the existence of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders and (at the election of the Majority Agents) the Co-Collateral Agents may exercise the rights of the Administrative Agent, the Co-Collateral Agents Agent and the Lenders under this Section 5.07 and (ii) the Administrative Agent and the Co-Collateral Agents shall not exercise their 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; provided, further, that when an Event of Default exists, the Administrative Agent, any Co-Collateral Agent or any Lender and their respective designees may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Borrower acknowledges acknowledge that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Borrower and the other Loan Parties’ assets for internal use by the Administrative Agent, the Co-Collateral Agents Agent and the Lenders (it being understood and agreed that the Administrative Agent shall provide the Borrower with a copy of any field examination distributed to the Lenders).