Common use of Other Information and Inspections Clause in Contracts

Other Information and Inspections. In each case subject to the last sentence of this Section 6.3, each Restricted Person will furnish to each Lender any information which Administrative Agent or any Lender may from time to time request concerning any covenant, provision or condition of the Loan Documents or any matter in connection with Restricted Persons' businesses and operations. In each case subject to the last sentence of this Section 6.3, each Restricted Person will permit representatives appointed by Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers and any other Persons) to visit and inspect during normal business hours any of such Restricted Person's property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and each Restricted Person shall permit Administrative Agent or its representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender in connection with the Loan Documents and to discuss all such matters with its officers, employees and, upon prior notice to Borrower, its representatives. Each of the foregoing inspections shall be made subject to compliance with applicable safety standards and the same conditions applicable to any Restricted Person in respect of property of that Restricted Person on the premises of Persons other than a Restricted Person or an Affiliate of a Restricted Person, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions conducted with any officer, employee or representative of any Restricted Person shall be subject to any applicable attorney-client privilege exceptions which the Restricted Person determines is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person and Persons other than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 10.6 of this Agreement.

Other Information and Inspections. In each case subject to the last sentence of this Section 6.3, each Each Restricted Person will furnish to each Lender any information which Administrative Agent or any Lender may from time to time request concerning any covenant, provision or condition of the Loan Documents or any matter in connection with Restricted Persons' businesses and operations. In each case subject to the last sentence of this Section 6.3, each Each Restricted Person will permit representatives appointed by Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers and any other Persons) to visit and inspect during normal business hours any of such Restricted Person's property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and each Restricted Person shall permit Administrative Agent or its representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender in connection with the Loan Documents and to discuss all such matters with its officers, employees and, upon prior notice to Borrower, its representatives. Each Without limitation of the foregoing inspections foregoing, within one hundred twenty (120) days after the end of each Fiscal Year, and in addition once during each Fiscal Year, if requested by Administrative Agent at the instruction of Majority Lenders, Borrower shall be made subject permit commercial financial examiners appointed by Administrative Agent to compliance conduct a commercial finance examination of the business and assets of Restricted Persons and in connection with applicable safety standards such examination to have full access to and the same conditions applicable right to any examine, audit, make abstracts and copies from, and inspect Restricted Person in respect Persons' records, files, books of property of that Restricted Person on the premises of Persons account and all other than documents, instruments and agreements to which a Restricted Person or an Affiliate is a party. Borrower shall pay all reasonable costs and expenses of a Restricted Person, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions conducted Administrative Agent associated with any officer, employee or representative of any Restricted Person shall be subject to any applicable attorney-client privilege exceptions which the Restricted Person determines is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person and Persons other than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 10.6 of this Agreementsuch examination.

Other Information and Inspections. In each case subject to the last sentence of this Section 6.3, each Restricted Person will furnish to each Lender Administrative Agent any information which Administrative Agent or any Lender may from time to time reasonably request concerning any covenant, provision or condition of the Loan Documents or any matter in connection with any Restricted Persons' Person’s businesses and operations. In each case subject to the last sentence of this Section 6.3, each Restricted Person will permit representatives appointed by Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers and any other Persons) ), upon reasonable prior notice, to visit and inspect during normal business hours any of such Restricted Person's ’s property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and each Restricted Person shall permit Administrative Agent or its representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender in connection with the Loan Documents and to discuss all such matters with its officers, employees and, upon reasonable prior notice to Borrower, its representatives. Each of the foregoing inspections and examinations shall be made subject to compliance with applicable safety standards and the same conditions applicable to any Restricted Person in respect of property of that Restricted Person on the premises of Persons other than a Restricted Person or an Affiliate of a Restricted Person, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions discussion conducted with any officer, employee or representative of any Restricted Person shall be subject to any applicable attorney-client privilege exceptions which the Restricted Person determines is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person and Persons other than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 10.6 of this Agreement. Borrower hereby acknowledges that (a) Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Borrower or its securities) (each, a “Public Lender”). If Borrower clearly, conspicuously and prominently marks the front page of any Borrower Materials furnished by it with the term “PUBLIC”, then (x) Borrower shall be deemed to have authorized Administrative Agent and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials so marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

Other Information and Inspections. In each case subject to the last sentence of this Section 6.3, each Restricted Each Related Person will furnish to Agent and each Lender any information which Administrative Agent or any Lender may from time to time reasonably request in writing concerning any covenant, provision or condition of the Loan Documents or any matter in connection with Restricted the Related Persons' businesses and operations. In each case subject to the last sentence of this Section 6.3, each Restricted Each Related Person will permit representatives appointed by Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers and any other Persons) to visit and inspect during normal business hours any of such Restricted Related Person's property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and each Restricted Related Person shall permit Administrative Agent or its representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender in connection with the Loan Documents and to discuss all such matters with its officers, employees and, upon prior notice to Borrower, its and representatives. Each of Agent and Lenders, and their respective successors and assigns, agrees that, except upon the foregoing inspections occurrence and during the continuance of a Default, it will take all reasonable steps to keep confidential any confidential or proprietary information given to it by any Related Person, provided, however, that this restriction shall not apply to information which (i) has at the time in question entered the public domain, or (ii) is required to be made subject disclosed by law or by any order, rule or regulation (whether valid or invalid) of any court or governmental agency or authority, and provided further that Agent and each Lender may disclose proprietary or confidential information (a) to compliance with applicable safety standards and the same conditions applicable Agent's or any Lender's Affiliates, auditors, attorneys, or agents or (b) to any Restricted Person in respect of property of that Restricted Person on the premises of Persons other than a Restricted Person Lender or an Affiliate of a Restricted Person, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions conducted with any officer, employee or representative of any Restricted Person shall be subject to any applicable attorney-client privilege exceptions which purchaser or prospective purchaser of participations or other interests in any Loan or Note, provided that Agent or such Lender, as the Restricted Person determines is reasonably necessary and compliance with conditions case may be, shall request such other Lender, purchaser or prospective purchaser to disclosures under non-disclosure agreements between any Restricted Person and Persons other than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party agree to be bound by the confidentiality provisions of contained in this Section 10.6 of this Agreement5.1(c).

Other Information and Inspections. In each case subject to the last sentence of this Section 6.3, each Restricted Person Borrower will furnish to each Lender any information which Administrative Agent or any Lender may from time to time request concerning any covenant, provision or condition of the Loan Documents or any matter in connection with Restricted Persons' businesses and the Borrower's assets, business and/or operations. In each case subject to the last sentence of this Section 6.3, each Restricted Person Borrower will permit representatives appointed by Administrative Agent Lender (including independent accountants, auditors, agents, attorneys, appraisers and any other Persons) to visit and inspect inspect, during normal reasonable business hours and upon prior written notice, any of such Restricted PersonBorrower's property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and each Restricted Person Borrower shall permit Administrative Agent Lender or its representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender in connection with the Loan Documents and to discuss all such matters with its officers, employees and, upon prior notice to Borrower, its and representatives. Each In addition, Borrower will permit any such representatives appointed by Lender, at the risk and expense of Lender or such representatives, to visit and inspect, during reasonable hours and upon advance written notice, the Properties and other Collateral. Lender agrees that it shall keep confidential any proprietary information given to it by Borrower; provided, however, that this restriction shall not apply to information which (i) is at the time in question publicly available, (ii) is required to be disclosed by law or by any order, rule or regulation (whether valid or invalid) of any court or governmental agency, or authority, (iii) is disclosed to Lender's Affiliates, auditors, attorneys, lenders or agents, or (iv) is disclosed in the course of the foregoing inspections shall be made subject defense or enforcement of the Loan Documents or the defense or enforcement of Lender's exercise of its rights thereunder, provided that with respect to compliance with applicable safety standards and the same conditions applicable information furnished to any Restricted Person Persons identified in respect of property of that Restricted Person on the premises of Persons other than a Restricted Person or an Affiliate of a Restricted Person, and all information, books and records clause (iii) (except when furnished or requested pursuant to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions conducted with any officer, employee or representative of any Restricted clause (iv)) such Person shall be subject to the foregoing confidentiality obligations applicable to Lender; and provided, further, that with respect to any applicable attorney-client privilege exceptions such information of which a third party seeks disclosure pursuant to clause (ii), Lender shall give Borrower written notice of such third party attempt to require disclosure in order to afford Borrower the Restricted Person determines is reasonably necessary and compliance with conditions opportunity to disclosures under non-disclosure agreements between pursue any Restricted Person and Persons other than a Restricted Person remedies that it may have to prevent or an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 10.6 of this Agreementlimit such disclosure.

Other Information and Inspections. In each case subject to the last sentence of this Section 6.3, each Restricted Person Parent and Borrower will furnish to Managing Agents and each Lender any information which Administrative Agent or Agent, on behalf of any Lender Lender, may from time to time reasonably request in writing concerning any covenant, provision or condition of the Loan Documents or any matter in connection with Restricted PersonsParent's, Borrower's and its Subsidiaries' businesses and operations. In each case subject to the last sentence of this Section 6.3, each Restricted Person Parent and Borrower will permit and will cause each of their respective Subsidiaries to permit representatives appointed by Administrative Agent of Agents and Lenders (including independent accountants, auditorsagents and attorneys), agentsat the expense and risk of the applicable Lender, attorneys, appraisers and any other Persons) to visit and inspect inspect, during normal business hours and upon reasonable notice any of Parent's or Borrower's or such Restricted Person's Subsidiaries' property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and each Restricted Person Parent and Borrower shall permit Administrative Agent and will cause each of their respective Subsidiaries to permit Agents and the Lenders or its representatives their representatives, to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender in connection with the Loan Documents and to discuss all such matters with its officers, employees andand representatives; provided, upon prior notice however, that any such visit, inspection, investigation or verification or discussion with respect to Parent or Borrower taking place at a time when Borrower has been notified in writing by Administrative Agent of the existence of a Default or an Event of Default applicable to Borrower which has occurred and is continuing shall be at the cost and expense of Borrower, its representatives. Each and that neither Managing Agents, Co-Agents nor Lenders shall have any obligation to pay any costs or expenses of Parent or Borrower or any other Obligor or any of their officers, employees or representatives in respect thereof irrespective of the foregoing inspections shall be made subject to compliance with applicable safety standards and the same conditions applicable to any Restricted Person in respect of property of that Restricted Person on the premises of Persons other than a Restricted Person or an Affiliate of a Restricted Person, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions conducted with any officer, employee or representative existence of any Restricted Person shall be subject to any applicable attorney-client privilege exceptions which the Restricted Person determines is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person and Persons other than a Restricted Person Default or an Affiliate Event of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 10.6 of this AgreementDefault.

Other Information and Inspections. In each case subject to --------------------------------- the last sentence of this Section 6.3, each Restricted Person will furnish to each Lender any information which Administrative Agent or any Lender may from time to time request concerning any covenant, provision or condition of the Loan Documents or any matter in connection with Restricted Persons' businesses and operations. In each case subject to the last sentence of this Section 6.3, each Restricted Person will permit representatives appointed by Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers and any other Persons) to visit and inspect during normal business hours any of such Restricted Person's property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and each Restricted Person shall permit Administrative Agent or its representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender in connection with the Loan Documents and to discuss all such matters with its officers, employees and, upon prior notice to Borrower, its representatives. Without limitation of the foregoing, within one hundred twenty (120) days after the end of each Fiscal Year, and in addition once during each Fiscal Year, if requested by Administrative Agent at the instruction of Majority Lenders, Borrower shall permit commercial financial examiners appointed by Administrative Agent to conduct a commercial finance examination of the business and assets of Restricted Persons and in connection with such examination to have full access to and the right to examine, audit, make abstracts and copies from, and inspect Restricted Persons' records, files, books of account and all other documents, instruments and agreements to which a Restricted Person is a party. Borrower shall pay all reasonable costs and expenses of Administrative Agent associated with any such examination. Each of the foregoing inspections and examinations shall be made subject to compliance with applicable safety standards and the same conditions applicable to any Restricted Person in respect of property of that Restricted Person on the premises of Persons other than a Restricted Person or an Affiliate of a Restricted Person, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions conducted with any officer, employee or representative of any Restricted Person shall be subject to any applicable attorney-client privilege exceptions which the Restricted Person determines is reasonably necessary and compliance with conditions to disclosures under non-non- disclosure agreements between any Restricted Person and Persons other than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 10.6 of this Agreement.

Other Information and Inspections. In each case subject to the last sentence of this Section 6.3, each Restricted Person will furnish to each Lender Administrative Agent any information which Administrative Agent or any Lender may from time to time reasonably request concerning any covenant, provision or condition of the Loan Documents or any matter in connection with any Restricted Persons' Person’s businesses and operations. In each case subject to the last sentence of this Section 6.3, each Restricted Person will permit representatives appointed by Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers and any other Persons) ), upon reasonable prior notice, to visit and inspect during normal business hours any of such Restricted Person's ’s property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and each Restricted Person shall permit Administrative Agent or its representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender in connection with the Loan Documents and to discuss all such matters with its officers, employees and, upon reasonable prior notice to US Borrower, its representatives. Each of the foregoing inspections and examinations shall be made subject to compliance with applicable safety standards and the same conditions applicable to any Restricted Person in respect of property of that Restricted Person on the premises of Persons other than a Restricted Person or an Affiliate of a Restricted Person, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions discussion conducted with any officer, employee or representative of any Restricted Person shall be subject to any applicable attorney-client privilege exceptions which the Restricted Person determines is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person and Persons other than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 10.6 of this Agreement.10.6

Other Information and Inspections. In each case subject to the last sentence of this Section 6.3, each Restricted Person will furnish to each Lender any information which Administrative Agent or any Lender may from time to time request concerning any covenant, provision or condition of the Loan Documents or any matter in connection with Restricted Persons' businesses and operations. In each case subject to the last sentence of this Section 6.3, each Restricted Person will permit representatives appointed by Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers and any other Persons) to visit and inspect during normal business hours any of such Restricted Person's property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and each Restricted Person shall permit Administrative Agent or its representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender in connection with the Loan Documents and to discuss all such matters with its officers, employees and, upon prior notice to Borrower, its representatives. Each of the foregoing inspections shall be made subject to compliance with applicable safety standards and the same conditions applicable to any Restricted Person in respect of property of that Restricted Person on the premises of Persons other than a Restricted Person or an Affiliate of a Restricted Person, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions conducted with any officer, employee or representative of any Restricted Person shall be subject to any applicable attorney-client privilege exceptions which the Restricted Person determines is reasonably necessary and compliance with conditions to disclosures under non-non- disclosure agreements between any Restricted Person and Persons other than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 10.6 of this Agreement.

Other Information and Inspections. In Each Related Person will, and will --------------------------------- cause each case subject to the last sentence of this Section 6.3its Subsidiaries to, each Restricted keep books and records which accurately reflect all its business affairs and transactions. Each Related Person will furnish to Administrative Agent and each Lender any information which Administrative Agent or any Lender may from time to time reasonably request in writing concerning any covenant, provision or condition of the Loan Documents or any matter in connection with Restricted the Related Persons' businesses and operations. In each case subject At any reasonable time and from time to the last sentence of this Section 6.3time, upon reasonable notice, each Restricted Related Person will shall, and shall cause its Subsidiaries to, permit representatives appointed by the Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers and any other PersonsLender or any of its agents or representatives thereof, to (a) to examine and make copies of and abstracts from the records and books of account of, and visit and inspect during normal business hours at its reasonable discretion the properties of, any such Related Person and any such Subsidiary, and (b) discuss the affairs, finances and accounts of any such Related Person and any such Subsidiary with any of their respective officers or directors; provided, however, notwithstanding the provisions of 8.3 the Administrative Agent or the Lender for whose benefit such Restricted Person's propertyinspection and visitation is made assumes sole responsibility for the condition of any property of any such Related Person or its Subsidiaries so visited and inspected, including its books of accountthe access and egress thereto (including, other books but not limited to wharves, docks, and recordshelicopter landing areas), and any facilities vice or other business assetsdefect therein or thereon, and to make extra copies therefrom assumes all responsibility for and photocopies hereby releases and photographs thereofindemnifies each Related Person, its Affiliates, and to write down and record any information such representatives obtaintheir officers, directors, employees, and each Restricted Person shall permit agents against any claim for damage or injury to or by the Administrative Agent or such Lender (or the representatives thereof) or to any such Related Person's or its Subsidiaries' property which may be occasioned by inspection and visitation of any such Related Person's or its Subsidiaries' property; provided, however, that neither any Related Person nor any of its Subsidiaries shall be required to disclose to the Administrative Agent, any Lender or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney's work-product privilege properly asserted by the applicable Person to investigate and verify prevent the accuracy loss of such privilege in connection with such information. The expense of any exercise by the information furnished to Administrative Agent or any Lender in connection with of its rights under this Section 6.1 (c) shall not be incurred by the Loan Documents Borrower unless a Default has occurred and to discuss all such matters with its officers, employees and, upon prior notice to Borrower, its representatives. Each is continuing at the time of the foregoing inspections shall be made subject to compliance with applicable safety standards and the same conditions applicable to any Restricted Person in respect of property of that Restricted Person on the premises of Persons other than a Restricted Person request or an Affiliate of a Restricted Person, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions conducted with any officer, employee or representative of any Restricted Person shall be subject to any applicable attorney-client privilege exceptions which the Restricted Person determines is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person and Persons other than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 10.6 of this Agreementvisit.

Other Information and Inspections. In each case subject to the last sentence of this Section 6.3, each Restricted Person of Borrower and PAA will furnish to each Lender Administrative Agent any information which Administrative Agent or any Lender may from time to time reasonably request concerning any covenant, provision or condition of the Loan Documents or any matter in connection with Restricted Persons' Borrower’s businesses and operations. In each case subject to the last sentence of this Section 6.3, each Restricted Person Borrower will permit representatives appointed by Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers and any other Persons) ), upon reasonable prior notice, to visit and inspect during normal business hours any of such Restricted Person's Borrower’s property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and each Restricted Person of Borrower and PAA shall permit Administrative Agent or its representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender in connection with the Loan Documents and to discuss all such matters with its officers, employees and, upon reasonable prior notice to BorrowerBorrower or PAA, as the case may be, its representatives. Each of the foregoing inspections and examinations shall be made subject to compliance with applicable safety standards and the same conditions applicable to any Restricted Person Borrower in respect of property of that Restricted Person Borrower on the premises of Persons other than a Restricted Person Borrower or an Affiliate of a Restricted PersonBorrower, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions discussion conducted with any officer, employee or representative of any Restricted Person Borrower or PAA shall be subject to any applicable attorney-client privilege exceptions which the Restricted Person Borrower or PAA determines is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person Borrower or PAA and Persons other than a Restricted Person Borrower, PAA or an Affiliate of a Restricted Person Borrower or PAA and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 10.6 of this Agreement. Each of Borrower and PAA acknowledges that (a) the Administrative Agent will make available to the Lenders and LC Issuer materials and/or information provided by or on behalf of Borrower or PAA hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Borrower, PAA or their respective securities) (each, a “Public Lender”). If Borrower or PAA clearly, conspicuously and prominently marks the front page of any Borrower Materials furnished by it with the term “PUBLIC”, then (x) each of Borrower and PAA shall be deemed to have authorized Administrative Agent, LC Issuer and Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to Borrower, PAA or their respective securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials so marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

Other Information and Inspections. In each case subject to the last sentence of this Section 6.3The Company shall, each Restricted Person will and shall cause its Subsidiaries to, furnish to each Lender Noteholder any information which Administrative Agent or any Lender such holder may from time to time reasonably request concerning any covenant, provision or condition of the Loan Documents or any matter in connection with Restricted Persons' businesses the Company's, or any of its Subsidiaries', business and operations. In each case subject to During normal business hours, upon reasonable notice, and without undue interruption of the last sentence of this Section 6.3Company's and its Subsidiaries' business, each Restricted Person will the Company shall, and shall cause its Subsidiaries to, permit representatives appointed by Administrative Agent of each holder or group of holders of a combination of at least $5,000,000 in (i) principal amount of the Notes and (ii) accreted stated value of the Preferred Stock (each such holder or group "Significant Noteholders"), including each Significant Noteholder's independent accountants, auditors, agents, attorneys, appraisers and any other Persons) representatives, to visit and inspect during normal business hours any of the Company's, or such Restricted Person's propertySubsidiary's, Property, including its books of account, other books and records, and any facilities or other business assets; provided that no individual Noteholder shall be permitted such inspection rights in the event such Noteholder does not hold a combination of at least $2,500,000 (i) in principal amount of Notes and (ii) accreted stated value of the Preferred Stock. The inspections in accordance with the preceding sentence shall be limited to no more than four times each calendar year for each Noteholder. The out-of-pocket costs and expenses of the first inspection by each Noteholder shall be borne by the Company, except to the extent such cost and expenses of all Noteholders and the holders of Preferred Stock exceed $50,000 per year, and to make extra copies therefrom all out-of-pocket costs and photocopies expenses of the remaining three inspections per year shall be borne by the relevant Noteholders; provided, however, that during any period in which an Event of Default has occurred and photographs thereofis continuing, the number of inspections shall not be limited, and the reasonable, documented out-of-pockets costs and expenses of the inspections during the period in which an Event of Default has occurred and is continuing shall be borne by the Company. The representatives of the Significant Holders who conduct any inspections shall execute a confidentiality agreement reasonably acceptable to write down and record the Company. In connection with any information such representatives obtaininspections, the Company shall, and each Restricted Person shall cause its Subsidiaries to, permit Administrative Agent the Significant Noteholders or its representatives of the Noteholders to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender the Significant Noteholders in connection with the Loan Documents and to discuss all such matters with its officers, employees and, upon prior notice to Borrower, its and representatives. Each Noteholder agrees that it shall keep confidential any proprietary information given to it by the Company or any of its Subsidiaries; provided, however, that this restriction shall not apply to information which (i) has at the time in question entered the public domain other than by reason of breach of this provision by any Noteholder, (ii) is required to be disclosed by law or by any order, rule or regulation of any court or governmental agency, or authority, (iii) is disclosed to any Affiliates, auditors, attorneys, or agents of the foregoing inspections shall be made subject to compliance with applicable safety standards and Noteholders so long as the same conditions applicable to any Restricted Person in respect of property of Noteholders request that Restricted Person on the premises of Persons other than a Restricted such Person or an Affiliate Persons keep such information confidential in accordance with the terms of a Restricted Person, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions conducted with any officer, employee or representative of any Restricted Person shall be subject to any applicable attorney-client privilege exceptions which the Restricted Person determines is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person and Persons other than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 10.6 this Paragraph 5C, or (iv) is furnished to purchasers or prospective purchasers of the Notes; provided that such purchasers or prospective purchasers shall be apprised of the confidential nature of such information and shall agree with the Company to hold such information confidential in accordance with the terms of the confidentiality provisions of this AgreementParagraph 5C. With respect to clause (ii) of the preceding sentence, the Noteholder proposing to disclose such information shall promptly notify the Company and shall use commercially reasonable efforts to obtain or provide the Company with the opportunity to obtain confidential treatment of such information by the court, governmental agency, authority or other disclosee.

Other Information and Inspections. In each case subject to the last sentence of this Section 6.3, each Restricted Person will furnish to each Lender Administrative Agent any information which Administrative Agent or any Lender may from time to time reasonably request concerning any covenant, provision or condition of the Loan Documents or any matter in connection with any Restricted Persons' Person’s businesses and operations. In each case subject to the last sentence of this Section 6.3, each Restricted Person will permit representatives appointed by Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers and any other Persons) ), upon reasonable prior notice, to visit and inspect during normal business hours any of such Restricted Person's ’s property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and each Restricted Person shall permit Administrative Agent or its representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender in connection with the Loan Documents and to discuss all such matters with its officers, employees and, upon reasonable prior notice to Borrower, its representatives. Each of the foregoing inspections and examinations shall be made subject to compliance with applicable safety standards and the same conditions applicable to any Restricted Person in respect of property of that Restricted Person on the premises of Persons other than a Restricted Person or an Affiliate of a Restricted Person, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions discussion conducted with any officer, employee or representative of any Restricted Person shall be subject to any applicable attorney-client privilege exceptions which the Restricted Person determines is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person and Persons other than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 10.6 of this Agreement.

Other Information and Inspections. In each case subject to On and after the last sentence of this Section 6.3Closing Date, each Restricted Person Daisytek Corporation will furnish to Agent, and will cause each Lender of its Subsidiaries to furnish, (i) any information which Administrative Agent or that any Lender of Lenders may from time to time reasonably request concerning any covenant, provision or condition of the Loan Documents or any matter in connection with Restricted Persons' such corporation's businesses and operations. In each case subject operations and (ii) all evidence which any of Lenders may from time to time reasonably request as to the last sentence accuracy and validity of this Section 6.3or compliance with all representations, warranties and covenants made by such corporation in the Loan Documents, the satisfaction of all conditions contained therein, and all other matters pertaining thereto. Upon reasonable prior notice and at reasonable times, each Restricted Person Daisytek Corporation will permit permit, and shall cause its Subsidiaries to permit, representatives appointed by Administrative Agent (Lenders, including independent accountants, auditors (including internal auditors), agents, attorneys, appraisers and any other Persons) persons, to visit and inspect during normal business hours any of such Restricted Person's property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and each Restricted Person such corporation shall permit Administrative Agent permit, and shall cause its Subsidiaries to permit, Lenders or its their representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender Lenders in connection with the Loan Documents and to discuss all such matters with its officers, employees andand representatives; provided, upon however, that prior notice to the occurrence and continuance of an Event of Default, this sentence shall not be construed as permitting Lenders or their representatives to contact customers or suppliers of the Daisytek Corporations in connection with the transactions contemplated by the Loan Documents, without the consent of Borrower, its representatives. Each Lender agrees that, except in connection with its enforcement of its rights under the foregoing inspections Loan Documents, it will take all reasonable steps to keep confidential (in accordance with the normal practices of commercial banks (or, in the case of IBM Credit, in accordance with the normal practices of commercial lending)) any information given to it by a Daisytek Corporation; provided, however, that this restriction shall be made subject not apply to compliance with applicable safety standards and information that (A) has at the same conditions applicable to any Restricted Person time in respect question entered the public domain as a result of property of that Restricted Person on the premises of actions taken by Persons other than a Restricted Person or an Affiliate of a Restricted PersonLenders, and all information, books and records furnished or requested (B) is required to be furnisheddisclosed by Law or by any order, rule or regulation (whether valid or invalid) of any Tribunal, (iii) is disclosed to another Lender, or to the Affiliates, auditors, attorneys, or agents of which copiesLenders, photocopies or photographs are made (iv) is furnished to purchasers or requested prospective purchasers of the Notes or of participations or other interests in the Loans or the Notes who agree to be made, all information to be investigated or verified and all discussions conducted with any officer, employee or representative of any Restricted Person shall be subject to any applicable attorney-client privilege exceptions which the Restricted Person determines is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person and Persons other than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound abide by the confidentiality provisions of Section 10.6 restrictions of this Agreementsubsection. Lenders shall use reasonable efforts to minimize the cost and inconvenience to the Daisytek Corporations associated with compliance with this Section 8.1(d)."

Other Information and Inspections. In each case subject to the last sentence of this Section 6.3, each Restricted Each Related Person will furnish to Administrative Agent and each Lender any information which Administrative Agent or any Lender may from time to time reasonably request in writing concerning any covenant, provision or condition of the Loan Documents or any matter in connection with Restricted the Related Persons' businesses and operations. In each case subject At any reasonable time and from time to the last sentence of this Section 6.3time, upon reasonable notice, each Restricted Related Person will shall, and shall cause its Subsidiaries to, permit representatives appointed by the Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers and any other PersonsLender or any of its agents or representatives thereof, to (a) to examine and make copies of and abstracts from the records and books of account of, and visit and inspect during normal business hours at its reasonable discretion the properties of, any such Related Person and any such Subsidiary, and (b) discuss the affairs, finances and accounts of any such Related Person and any such Subsidiary with any of their respective officers or directors; provided, however, notwithstanding the provisions of 8.3 the Administrative Agent or the Lender for whose benefit such Restricted Person's propertyinspection and visitation is made assumes sole responsibility for the condition of any property of any such Related Person or its Subsidiaries so visited and inspected, including its books of accountthe access and egress thereto (including, other books but not limited to wharves, docks, and recordshelicopter landing areas), and any facilities vice or other business assetsdefect therein or thereon, and to make extra copies therefrom assumes all responsibility for and photocopies hereby releases and photographs thereofindemnifies each Related Person, its Affiliates, and to write down and record any information such representatives obtaintheir officers, directors, employees, and each Restricted Person shall permit agents against any claim for damage or injury to or by the Administrative Agent or such Lender (or the representatives thereof) or to any such Related Person's or its Subsidiaries' property which may be occasioned by inspection and visitation of any such Related Person's or its Subsidiaries' property; provided, however, that neither any Related Person nor any of its Subsidiaries shall be required to disclose to the Administrative Agent, any Lender or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney's work-product privilege properly asserted by the applicable Person to investigate and verify prevent the accuracy loss of such privilege in connection with such information. The expense of any exercise by the information furnished to Administrative Agent or any Lender in connection with of its rights under this Section 6.1 (c) shall not be incurred by the Loan Documents Borrower unless a Default has occurred and to discuss all such matters with its officers, employees and, upon prior notice to Borrower, its representatives. Each is continuing at the time of the foregoing inspections shall be made subject to compliance with applicable safety standards and the same conditions applicable to any Restricted Person in respect of property of that Restricted Person on the premises of Persons other than a Restricted Person request or an Affiliate of a Restricted Person, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions conducted with any officer, employee or representative of any Restricted Person shall be subject to any applicable attorney-client privilege exceptions which the Restricted Person determines is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person and Persons other than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 10.6 of this Agreementvisit.

Other Information and Inspections. In each case subject to the last sentence of this Section 6.3, each Restricted Person Borrower will furnish to each Lender Administrative Agent any information which Administrative Agent or any Lender may from time to time reasonably request concerning any covenant, provision or condition of the Loan Documents or any matter in connection with Restricted Persons' Borrower's businesses and operations. In each case subject to the last sentence of this Section 6.3, each Restricted Person Borrower will permit representatives appointed by Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers and any other Persons) ), upon reasonable prior notice, to visit and inspect during normal business hours any of such Restricted PersonBorrower's property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and each Restricted Person Borrower shall permit Administrative Agent or its representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender in connection with the Loan Documents and to discuss all such matters with its officers, employees and, upon reasonable prior notice to Borrower, its representatives. Each of the foregoing inspections and examinations shall be made subject to compliance with applicable safety standards and the same conditions applicable to any Restricted Person Borrower in respect of property of that Restricted Person Borrower on the premises of Persons other than a Restricted Person Borrower or an Affiliate of a Restricted PersonBorrower, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions discussion conducted with any officer, employee or representative of any Restricted Person Borrower shall be subject to any applicable attorney-client privilege exceptions which the Restricted Person Borrower determines is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person Borrower and Persons other than a Restricted Person Borrower or an Affiliate of a Restricted Person Borrower and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 10.6 of this Agreement.10.6

Other Information and Inspections. In each case subject to the last sentence of this Section 6.3, each Each Restricted Person will furnish to each Lender any information which Administrative Agent or any Lender may from time to time reasonably request concerning any covenant, provision or condition of the Loan Documents or any matter in connection with Restricted Persons' businesses and operations. In each case subject to the last sentence of this Section 6.3, each Each Restricted Person will permit representatives appointed by Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers and any other Persons) to visit and inspect during normal business hours any of such Restricted Person's property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and each Restricted Person shall permit Administrative Agent or its representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender in connection with the Loan Documents and to discuss all such matters with its officers, employees and, upon prior notice to Borrower, its representatives. Each Without limitation of the foregoing inspections foregoing, within ninety (90) days after the Closing Date and on each anniversary of the Closing Date, and in addition once during each Fiscal Year, if requested by Administrative Agent at the instruction of Majority Lenders, Borrower shall be made subject permit commercial financial examiners appointed by Administrative Agent to compliance conduct a commercial finance examination of the business and assets of Restricted Persons and in connection with applicable safety standards such examination to have full access to and the same conditions applicable right to any examine, audit, make abstracts and copies from, and inspect Restricted Person in respect Persons' records, files, books of property of that Restricted Person on the premises of Persons account and all other than documents, instruments and agreements to which a Restricted Person or an Affiliate is a party. Borrower shall pay all reasonable costs and expenses of a Restricted Person, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions conducted Administrative Agent associated with any officer, employee or representative of any Restricted Person shall be subject to any applicable attorney-client privilege exceptions which the Restricted Person determines is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person and Persons other than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 10.6 of this Agreementsuch examination.

Other Information and Inspections. In each case subject to the last sentence of this Section 6.3, each Restricted Person will furnish to each Lender Administrative Agent any information which Administrative Agent or any Lender may from time to time reasonably request concerning any covenant, provision or condition of the Loan Documents or any matter in connection with any Restricted Persons' Person's businesses and operations. In each case subject to the last sentence of this Section 6.3, each Restricted Person will permit representatives appointed by Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers and any other Persons) ), upon reasonable prior notice, to visit and inspect during normal business hours any of such Restricted Person's property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and each Restricted Person shall permit Administrative Agent or its representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender in connection with the Loan Documents and to discuss all such matters with its officers, employees and, upon reasonable prior notice to Borrower, its representatives. Each of the foregoing inspections and examinations shall be made subject to compliance with applicable safety standards and the same conditions applicable to any Restricted Person in respect of property of that Restricted Person on the premises of Persons other than a Restricted Person or an Affiliate of a Restricted Person, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions discussion conducted with any officer, employee or representative of any Restricted Person shall be subject to any applicable attorney-client privilege exceptions which the Restricted Person determines is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person and Persons other than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 10.6 of this Agreement.

Other Information and Inspections. In each case subject to the last sentence of this Section 6.3, each Restricted Person will furnish to each Lender any information which Administrative Agent or any Lender may from time to time request concerning any covenant, provision or condition of the Loan Documents or any matter in connection with Restricted Persons' businesses and operations. In each case subject to the last sentence of this Section 6.3, each Restricted Person will permit representatives appointed by Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers and any other Persons) to visit and inspect during normal business hours any of such Restricted Person's property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and each Restricted Person shall permit Administrative Agent or its representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender in connection with the Loan Documents and to discuss all such matters with its officers, employees and, upon prior notice to Borrower, its representatives. Without limitation of the foregoing, within one hundred twenty (120) days after the end of each Fiscal Year, and in addition once during each Fiscal Year, if requested by Administrative Agent at the instruction of Majority Lenders, Borrower shall permit commercial financial examiners appointed by Administrative Agent to conduct a commercial finance examination of the business and assets of Restricted Persons and in connection with such examination to have full access to and the right to examine, audit, make abstracts and copies from, and inspect Restricted Persons' records, files, books of account and all other documents, instruments and agreements to which a Restricted Person is a party. Borrower shall pay all reasonable costs and expenses of Administrative Agent associated with any such examination. Each of the foregoing inspections and examinations shall be made subject to compliance with applicable safety standards and the same conditions applicable to any Restricted Person in respect of property of that Restricted Person on the premises of Persons other than a Restricted Person or an Affiliate of a Restricted Person, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions conducted with any officer, employee or representative of any Restricted Person shall be subject to any applicable attorney-client privilege exceptions which the Restricted Person determines is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person and Persons other than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 10.6 of this Agreement.

Other Information and Inspections. In each case subject to the last sentence of this Section 6.3, each Restricted Person will furnish to each Lender any information which Administrative Agent or any Lender may from time to time request concerning any covenant, provision or condition of the Loan Documents or any matter in connection with Restricted Persons' businesses and operations. In each case subject to the last sentence of this Section 6.3, each Restricted Person will permit representatives appointed by Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers and any other Persons) to visit and inspect during normal business hours any of such Restricted Person's property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and each Restricted Person shall permit Administrative Agent or its representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender in connection with the Loan Documents and to discuss all such matters with its officers, employees and, upon prior notice to Borrower, its representatives. Without limitation of the foregoing, if requested by Administrative Agent within ninety (90) days after the end of each Fiscal Year, Borrower shall permit commercial financial examiners who are employees of Administrative Agent to conduct a commercial finance examination of the business and assets of Restricted Persons and in connection with such examination to have full access to and the right to examine, audit, make abstracts and copies from, and inspect Restricted Persons' records, files, books of account and all other documents, instruments and agreements to which a Restricted Person is a party. Borrower shall pay all reasonable costs and expenses of Administrative Agent associated with any such examination. Each of the foregoing inspections shall be made subject to compliance with applicable safety standards and the same conditions applicable to any Restricted Person in respect of property of that Restricted Person on the premises of Persons other than a Restricted Person or an Affiliate of a Restricted Person, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions conducted with any officer, employee or representative of any Restricted Person shall be subject to any applicable attorney-client privilege exceptions which the Restricted Person determines is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person and Persons other than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 10.6 of this Agreement.

Other Information and Inspections. In each case subject to the last sentence of this Section 6.3, each Restricted Person will furnish to each Lender Administrative Agent any information which Administrative Agent or any Lender may from time to time reasonably request concerning any covenant, provision or condition of the Loan Documents or any matter in connection with any Restricted Persons' Person’s businesses and operations. In each case subject to the last sentence of this Section 6.3, each Restricted Person will permit representatives appointed by Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers and any other Persons) ), upon reasonable prior notice, to visit and inspect during normal business hours any of such Restricted Person's ’s property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and each Restricted Person shall permit Administrative Agent or its representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender in connection with the Loan Documents and to discuss all such matters with its officers, employees and, upon reasonable prior notice to US Borrower, its representatives. Each of the foregoing inspections and examinations shall be made subject to compliance with applicable safety standards and the same conditions applicable to any Restricted Person in respect of property of that Restricted Person on the premises of Persons other than a Restricted Person or an Affiliate of a Restricted Person, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions discussion conducted with any officer, employee or representative of any Restricted Person shall be subject to any applicable attorney-client privilege exceptions which the Restricted Person determines is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person and Persons other than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 10.6 of this Agreement.

Other Information and Inspections. In Each Related Person shall, and --------------------------------- shall cause each case subject to the last sentence of this Section 6.3its Subsidiaries to, each Restricted keep books and records that accurately reflect all its business affairs and transactions. Each Related Person will shall furnish to Administrative Agent and each Lender any information which that Administrative Agent or any Lender may from time to time reasonably request in writing concerning any covenant, provision or condition of the Loan Documents or any matter in connection with Restricted the Related Persons' businesses and operations. In each case subject At any reasonable time and from time to the last sentence of this Section 6.3time, upon reasonable notice, each Restricted Related Person will permit representatives appointed by Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers and any other Persons) to visit and inspect during normal business hours any of such Restricted Person's property, including its books of account, other books and recordsshall, and any facilities or other business assetsshall cause its Subsidiaries to, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and each Restricted Person shall permit Administrative Agent or its representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender in connection or any of its agents or representatives thereof, to (a) examine and make copies of and abstracts from the records and books of account of, and visit and inspect at its reasonable discretion the properties of, any such Related Person and any such Subsidiary, and (b) discuss the affairs, finances and accounts of any such Related Person and any such Subsidiary with any of their respective officers or directors; provided, however, notwithstanding the Loan Documents provisions of 8.3, the Administrative Agent or the Lender for whose benefit such inspection and visitation is made assumes sole responsibility for the condition of any property of any such Related Person or its Subsidiaries so visited and inspected, the access and egress thereto (including, but not limited to discuss wharves, docks, and helicopter landing areas), and any vice or defect therein or thereon, and assumes all such matters with responsibility for and hereby releases and indemnifies each Related Person, its Affiliates, and their officers, employees anddirectors, upon prior notice employees, and agents against any claim for damage or injury to Borroweror by the Administrative Agent or such Lender (or the representatives thereof) or to any such Related Person's or its Subsidiaries' property which may be occasioned by inspection and visitation of any such Related Person's or its Subsidiaries' property; provided, however, that neither any Related Person nor any of its representatives. Each of the foregoing inspections Subsidiaries shall be made required to disclose to the Administrative Agent, any Lender or any agents or representatives thereof any information which is the subject to compliance with applicable safety standards and the same conditions applicable to any Restricted Person in respect of property of that Restricted Person on the premises of Persons other than a Restricted Person or an Affiliate of a Restricted Person, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions conducted with any officer, employee or representative of any Restricted Person shall be subject to any applicable attorney-client privilege exceptions which or attorney's work-product privilege properly asserted by the Restricted applicable Person determines to prevent the loss of such privilege in connection with such information. The expense of any exercise by the Administrative Agent or any Lender of its rights under this Section 6.1(c) shall not be incurred by the Borrower unless a Default has occurred and is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person and Persons other than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting continuing at the direction time of the request or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 10.6 of this Agreementvisit.

Other Information and Inspections. In each case subject to the last sentence of this Section 6.3, each Restricted Person Borrower will furnish to each Lender Administrative Agent any information which Administrative Agent or any Lender may from time to time reasonably request concerning any covenant, provision or condition of the Loan Documents or any matter in connection with Restricted Persons' Borrower’s businesses and operations. In each case subject to the last sentence of this Section 6.3, each Restricted Person Borrower will permit representatives appointed by Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers and any other Persons) ), upon reasonable prior notice, to visit and inspect during normal business hours any of such Restricted Person's Borrower’s property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and each Restricted Person Borrower shall permit Administrative Agent or its representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender in connection with the Loan Documents and to discuss all such matters with its officers, employees and, upon reasonable prior notice to Borrower, its representatives. Each of the foregoing inspections and examinations shall be made subject to compliance with applicable safety standards and the same conditions applicable to any Restricted Person Borrower in respect of property of that Restricted Person Borrower on the premises of Persons other than a Restricted Person Borrower or an Affiliate of a Restricted PersonBorrower, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions discussion conducted with any officer, employee or representative of any Restricted Person Borrower shall be subject to any applicable attorney-client privilege exceptions which the Restricted Person Borrower determines is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person Borrower and Persons other than a Restricted Person Borrower or an Affiliate of a Restricted Person Borrower and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 10.6 of this Agreement.

Other Information and Inspections. In each case subject to the last sentence of this Section 6.3, each Each Restricted Person will furnish to each Lender the Administrative Agent any information which that Administrative Agent or any Lender may from time to time reasonably request concerning any covenant, provision or condition of the Loan Documents Documents, any Collateral, or any matter in connection with the businesses, Properties, Qualified Projects, financial condition and operations of any Restricted Persons' businesses and operations. In each case subject Person including all evidence that Administrative Agent from time to time reasonably requests in writing as to the last sentence accuracy and validity of this Section 6.3or compliance with all representations, each warranties and covenants made by any Restricted Person in the Loan Documents, the satisfaction of all conditions contained therein, and all other matters pertaining thereto. Each Restricted Person will permit the Administrative Agent, the Lenders and the Independent Engineer, and their respective representatives appointed by Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers and any other Persons) ), collectively, upon reasonable prior notice to Borrower (provided that such prior notice shall not be required during the continuance of any Event of Default), to visit and inspect not more than once per calendar year (provided that such visitations and inspections may occur more than once per calendar year during the continuance of any Event of Default) and during normal business hours any of such Restricted Person's property’s Property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any non-confidential information such representatives obtain, and each Restricted Person shall permit the Administrative Agent or its and the Independent Engineer and their respective representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender such Person in connection with the Loan Documents and to discuss all such matters with its officers, employees andand representatives provided that such visits, upon prior notice to Borrowerinspections, its representativescopies, investigations, verifications and discussions shall not unreasonably interfere with business operations. Each The reasonably incurred and documented costs and expenses of the foregoing inspections permitted herein (including all such costs of the Independent Engineer and the Administrative Agent) shall be made subject to compliance with applicable safety standards and the same conditions applicable to any Restricted Person in respect of property of that Restricted Person on the premises of Persons other than a Restricted Person or an Affiliate of a Restricted Person, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions conducted with any officer, employee or representative of any Restricted Person shall be subject to any applicable attorney-client privilege exceptions which the Restricted Person determines is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person and Persons other than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound borne by the confidentiality provisions of Section 10.6 of this AgreementBorrower.

Other Information and Inspections. In Each Related Person shall, and shall cause its Subsidiaries to, and each case subject to the last sentence of this Section 6.3Guarantor shall, keep books and records that accurately reflect all its business affairs and transactions. Each Related Person and each Restricted Person will Guarantor shall promptly furnish to Administrative Agent and each Lender any information which that Administrative Agent or any Lender may from time to time reasonably request in writing concerning any covenant, provision or condition of the Loan Documents or any matter in connection with Restricted Persons' the Related Person’s or Guarantor’s businesses and operations. In each case subject At any reasonable time and from time to the last sentence of this Section 6.3time, upon reasonable notice, each Restricted Related Person will permit representatives appointed by Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers and any other Persons) to visit and inspect during normal business hours any of such Restricted Person's property, including its books of account, other books and recordsshall, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtainshall cause its Subsidiaries to, and each Restricted Person shall Guarantor shall, permit Administrative Agent or its representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender in connection or any of its agents or representatives thereof, to (a) examine and make copies of and abstracts from the records and books of account of, and visit and inspect at its reasonable discretion the properties of, any such Related Person or Subsidiary of a Related Person or any Guarantor, and (b) discuss the affairs, finances and accounts of any such Related Person or Subsidiary of a Related Person or any Guarantor with any of their respective officers or directors; provided, however, notwithstanding the Loan Documents provisions of 8.3, the Administrative Agent or the Lender for whose benefit such inspection and visitation is made assumes the risk of any damage or injury to discuss or by the Administrative Agent or such Lender (or the representatives thereof) as a result of the condition of any property of any such Related Person, Subsidiary of a Related Person or Guarantor so visited and inspected, the access and egress thereto (including, but not limited to wharves, docks, and helicopter landing areas), and any vice or defect therein or thereon, and assumes all such matters with responsibility for and hereby releases and indemnifies each Related Person and each Guarantor, its Affiliates, and their officers, employees anddirectors, upon prior notice employees, and agents against any claim for damage or injury to Borroweror by the Administrative Agent or such Lender (or the representatives thereof) or to any such Related Person’s or its Subsidiary’s property or any Guarantor’s property that may be occasioned by inspection and visitation of any such Related Person’s or Subsidiary’s property or any Guarantor’s property; provided, its representatives. Each however, that no Related Person, Subsidiary of the foregoing inspections a Related Person or Guarantor shall be made required to disclose to the Administrative Agent, any Lender or any agents or representatives thereof any information which is the subject to compliance with applicable safety standards and the same conditions applicable to any Restricted Person in respect of property of that Restricted Person on the premises of Persons other than a Restricted Person or an Affiliate of a Restricted Person, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions conducted with any officer, employee or representative of any Restricted Person shall be subject to any applicable attorney-client privilege exceptions which or attorney’s work-product privilege properly asserted by the Restricted applicable Person determines is reasonably necessary and compliance to prevent the loss of such privilege in connection with conditions to disclosures under non-disclosure agreements between any Restricted Person and Persons other than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf such information. The expense of any Lender Party to be bound exercise by the confidentiality provisions Administrative Agent or any Lender of Section 10.6 of this Agreement.its rights under this

Other Information and Inspections. In each case subject to the last sentence of this Section 6.3, each Restricted Person The User will furnish to each Lender any information which Administrative Agent any Significant Holder of the Notes, any Significant Holder of the Receivables or any Lender the Supplier may from time to time reasonably request concerning any covenant, provision or condition of the Loan Transaction Documents or any matter in connection with Restricted Persons' the User's businesses and operations. In each case subject to During normal business hours, the last sentence of this Section 6.3, each Restricted Person User will permit representatives appointed by Administrative Agent (of the Supplier or a majority of the Significant Holder(s) of the Notes and/or a majority of the Significant Holder(s) of the Receivables, including independent accountants, auditors, agents, attorneys, appraisers and any other Persons) persons, upon three Business Days' notice (or, if a Default has occurred, upon no notice), to visit and inspect during normal business hours any of such Restricted Personthe User's property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and each Restricted Person . The User shall permit Administrative Agent or its the such representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender the Significant Holder(s) of the Notes, the Significant Holder(s) of the Receivables and the Supplier in connection with the Loan Transaction Documents and to discuss all such matters with its the User's officers, employees and, upon prior notice to Borrower, its and representatives. Each Significant Holder of the foregoing inspections shall be made subject to compliance with applicable safety standards Notes, each Significant Holder of the Receivables and the same conditions applicable Supplier agrees that, until the occurrence of a Payment Event of Default or an Insolvency Event of Default, it will take all reasonable steps to keep confidential any Restricted Person proprietary information given to it by the User, provided, however, that this restriction shall not apply to information which (i) has at the time in respect of property of that Restricted Person on question entered the premises of Persons public domain other than a Restricted Person by reason of breach of this provision by any Holder of any Note, any Holder of any Receivable or an Affiliate of a Restricted Personthe Supplier, and all information, books and records furnished or requested (ii) is required to be furnisheddisclosed by law or by any order, rule or regulation (whether valid or invalid) of any court or governmental agency, or authority or by the National Association of which copiesInsurance Commissioners, photocopies or photographs are made or requested (iii) is disclosed to be made, all information to be investigated or verified and all discussions conducted with any officer, employee or representative the Affiliates of any Restricted Person shall be subject to any applicable attorney-client privilege exceptions which the Restricted Person determines is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person and Persons other than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf Holder of any Lender Party to be bound by Note, any Holder of any Receivable, the Supplier, auditors, attorneys, or agents of the Significant Holder(s) of the Notes, the Significant Holder(s) of the Receivables or the Supplier, so long as the Significant Holder(s) of the Notes, the Significant Holder(s) of the Receivables and/or the Supplier, as the case may be, request that such person or persons keep such information confidential in accordance with the terms of the confidentiality provisions of this Section 10.6 7.1(c) or (iv) is furnished to purchasers or prospective purchasers of participations or other interests in the Notes or the Receivables; so long as the Significant Holder(s) of the Notes, the Significant Holder(s) of the Receivables and/or the Supplier, as the case may be, request that such person or persons keep such information confidential in accordance with the terms of the confidentiality provisions of this AgreementSection 7.1(c).

Other Information and Inspections. In each case subject to --------------------------------- the last sentence of this Section 6.3, each Restricted Person will furnish to each Lender any information which Administrative Agent or any Lender may from time to time request concerning any covenant, provision or condition of the Loan Documents or any matter in connection with Restricted Persons' businesses and operations. In each case subject to the last sentence of this Section 6.3, each Restricted Person will permit representatives appointed by Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers and any other Persons) to visit and inspect during normal business hours any of such Restricted Person's property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and each Restricted Person shall permit Administrative Agent or its representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender in connection with the Loan Documents and to discuss all such matters with its officers, employees and, upon prior notice to Borrower, its representatives. Without limitation of the foregoing, within one hundred twenty (120) days after the end of each Fiscal Year, and in addition once during each Fiscal Year, if requested by Administrative Agent at the instruction of Majority Lenders, Borrower shall permit commercial financial examiners appointed by Administrative Agent to conduct a commercial finance examination of the business and assets of Restricted Persons and in connection with such examination to have full access to and the right to examine, audit, make abstracts and copies from, and inspect Restricted Persons' records, files, books of account and all other documents, instruments and agreements to which a Restricted Person is a party. Borrower shall pay all reasonable costs and expenses of Administrative Agent associated with any such examination. Each of the foregoing inspections and examinations shall be made subject to compliance with applicable safety standards and the same conditions applicable to any Restricted Person in respect of property of that Restricted Person on the premises of Persons other than a Restricted Person or an Affiliate of a Restricted Person, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions conducted with any officer, employee or representative of any Restricted Person shall be subject to any applicable attorney-client privilege exceptions which the Restricted Person determines is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person and Persons other than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 10.6 of this Agreement.

Other Information and Inspections. In each case subject to the last sentence of this Section 6.3, each Each Restricted Person will furnish to each Lender the Administrative Agent any information which that the Administrative Agent or any Lender may from time to time reasonably request in writing concerning any covenant, provision or condition of the Loan Documents Documents, any Collateral, or any matter in connection with the businesses, properties, prospects, financial condition, and operations of any Restricted Persons' businesses and operations. In each case subject Person, including, to the last sentence extent applicable, all evidence that the Administrative Agent from time to time reasonably requests in writing as to the accuracy and validity of this Section 6.3or compliance with all of the representations, each warranties, and covenants made by any Restricted Person in the Loan Documents, the satisfaction of all of the conditions contained therein, and all other matters pertaining thereto. Each Restricted Person will permit representatives appointed by the Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers appraisers, and any other Persons), upon reasonable notice and in any event at least three (3) Business Days’ notice, to visit and inspect during normal business hours any of such Restricted Person's ’s property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, all at such reasonable times and as often as reasonably requested (provided that (i) unless an Event of Default then exists and is continuing, there shall be no more than one (1) such visit and inspection per calendar year and (ii) any visits and inspections shall be conducted in compliance with the Restricted Persons’ applicable safety and health-related protocols), and each Restricted Person shall permit the Administrative Agent or its representatives to investigate and verify the accuracy of the information furnished to the Administrative Agent or any Lender in connection with the Loan Documents and to discuss all such matters with its officers, employees andemployees, upon prior notice to Borrower, its and representatives. Each of Notwithstanding the foregoing inspections shall be made subject to compliance with applicable safety standards and the same conditions applicable to any foregoing, no Restricted Person will be required to disclose, discuss, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (x) in respect of property of which disclosure to the Administrative Agent (or its agents, contractors and other appointed representatives) is prohibited by applicable law or confidentiality restrictions imposed by agreements with third parties or (y) that Restricted Person on the premises of Persons other than a Restricted Person or an Affiliate of a Restricted Person, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions conducted with any officer, employee or representative of any Restricted Person shall be is subject to any applicable attorney-client or similar privilege exceptions which the Restricted Person determines is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person and Persons other than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 10.6 of this Agreementconstitutes attorney work product.

Other Information and Inspections. In each case subject to the last sentence of this Section 6.3, each Restricted Person Borrower will furnish to each Lender any information which Administrative Agent or any Lender may from time to time reasonably request in writing concerning any covenant, provision or condition of the Loan Documents or any matter in connection with Restricted Persons' businesses the Borrower's assets, business and/or operations (other than geological, geophysical and operationsother technical data relating to assets other than the Properties). In each case subject to the last sentence of this Section 6.3, each Restricted Person Borrower will permit representatives appointed by Administrative Agent Lender (including independent accountants, auditors, agents, attorneys, appraisers and any other Persons) ), at the risk and expense of the Lender or such representatives, to visit and inspect inspect, during normal reasonable business hours any of such Restricted Person's propertyand upon reasonable prior written notice, including its books of account, account and other books and recordsrecords relating to the Properties and other Collateral, and any facilities or other business assetsassets relating to the Collateral, and to make extra copies therefrom and photocopies and and/or photographs thereof, and to write down and record any information such representatives obtain, and each Restricted Person Borrower shall permit Administrative Agent Lender or its representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender in connection with the Loan Documents and to discuss all such matters with its officers, employees and, upon prior notice to Borrower, its and representatives. Each In addition, Borrower will permit any such representatives appointed by Lender, at the risk and expense of Lender or such representatives, to visit and inspect, during reasonable hours and upon similar advance written notice, the Properties and other Collateral. Lender agrees that it will take all reasonable steps to keep confidential any proprietary information given to it by Borrower; provided, however, that this restriction shall not apply to information which (i) is at the time in question publicly available, (ii) is required to be disclosed by law or by any order, rule or regulation (whether valid or invalid) of any court or governmental agency, or authority, (iii) is disclosed to Lender's Affiliates, auditors, attorneys, lenders or agents, or (iv) is disclosed in the course of the foregoing inspections shall be made subject defense or enforcement of the Loan Documents or the defense or enforcement of Lender's exercise of its rights thereunder, provided that with respect to compliance with applicable safety standards and the same conditions applicable information furnished to any Restricted Person Persons identified in respect of property of that Restricted Person on the premises of Persons other than a Restricted Person or an Affiliate of a Restricted Person, and all information, books and records clause (iii) (except when furnished or requested pursuant to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions conducted with any officer, employee or representative of any Restricted clause (iv)) such Person shall be subject to any the foregoing confidentiality obligations applicable attorney-client privilege exceptions which the Restricted Person determines is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person and Persons other than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 10.6 of this AgreementLender.

Other Information and Inspections. In Each Related Person shall, and shall cause each case subject to the last sentence of this Section 6.3its Subsidiaries to, each Restricted keep books and records that accurately reflect all its business affairs and transactions. Each Related Person will shall promptly furnish to Administrative Agent and each Lender any information which that Administrative Agent or any Lender may from time to time reasonably request in writing concerning any covenant, provision or condition of the Loan Documents or any matter in connection with Restricted the Related Persons' ’ businesses and operations. In each case subject At any reasonable time and from time to the last sentence of this Section 6.3time, upon reasonable notice, each Restricted Related Person will permit representatives appointed by Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers and any other Persons) to visit and inspect during normal business hours any of such Restricted Person's property, including its books of account, other books and recordsshall, and any facilities or other business assetsshall cause its Subsidiaries to, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and each Restricted Person shall permit Administrative Agent or its representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender in connection or any of its agents or representatives thereof, to (a) examine and make copies of and abstracts from the records and books of account of, and visit and inspect at its reasonable discretion the properties of, any such Related Person and any such Subsidiary, and (b) discuss the affairs, finances and accounts of any such Related Person and any such Subsidiary with any of their respective officers or directors; provided, however, notwithstanding the Loan Documents provisions of 8.3, the Administrative Agent or the Lender for whose benefit such inspection and visitation is made assumes the risk of any damage or injury to discuss or by the Administrative Agent or such Lender (or the representatives thereof) as a result of the condition of any property of any such Related Person or its Subsidiaries so visited and inspected, the access and egress thereto (including, but not limited to wharves, docks, and helicopter landing areas), and any vice or defect therein or thereon, and assumes all such matters with responsibility for and hereby releases and indemnifies each Related Person, its Affiliates, and their officers, employees anddirectors, upon prior notice employees, and agents against any claim for damage or injury to Borroweror by the Administrative Agent or such Lender (or the representatives thereof) or to any such Related Person’s or its Subsidiaries’ property which may be occasioned by inspection and visitation of any such Related Person’s or its Subsidiaries’ property; provided, however, that neither any Related Person nor any of its representatives. Each of the foregoing inspections Subsidiaries shall be made required to disclose to the Administrative Agent, any Lender or any agents or representatives thereof any information which is the subject to compliance with applicable safety standards and the same conditions applicable to any Restricted Person in respect of property of that Restricted Person on the premises of Persons other than a Restricted Person or an Affiliate of a Restricted Person, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions conducted with any officer, employee or representative of any Restricted Person shall be subject to any applicable attorney-client privilege exceptions which or attorney’s work-product privilege properly asserted by the Restricted applicable Person determines to prevent the loss of such privilege in connection with such information. The expense of any exercise by the Administrative Agent or any Lender of its rights under this Section 6.1(c) shall not be payable by the Borrower unless a Default has occurred and is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person and Persons other than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting continuing at the direction time of the request or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 10.6 of this Agreementvisit.