Common use of Inspection of Property; Books and Records; Discussions Clause in Contracts

Inspection of Property; Books and Records; Discussions. Keep proper books of records and account in which full, true and correct entries, in all material respects in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, and examine and make abstracts from any of the books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which entries which are full, true and correct entriescorrect, in all material respects respects, in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, GAAP shall be made of all material dealings and transactions in relation to its business and activities, except(b) upon the request of the Administrative Agent or the Required Lenders, participate in a meeting or conference call with the case Administrative Agent and the Lenders once during each fiscal quarter at such time as may be agreed to by the Borrower and the Administrative Agent (provided that the requirements of Requirements this clause (b) shall be satisfied by the Borrower providing the Lenders with access to any earnings call for such fiscal quarter with the holders of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; Capital Stock of the Borrower) and (c) permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of records at any reasonable time during normal business hours and as often as may reasonably be desired (but the Borrower or, solely Administrative Agent may not have more than one visit per any twelve month period except during the existence of an Event of Default), any Subsidiary of the Borrower at any upon reasonable time and upon at least three (3) days’ prior advance notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may beBorrower, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during and the existence of an Event of Default, any of its Borrower’s Restricted Subsidiaries with officers and employees of the Borrower or such Subsidiary, as and the case may be, Borrower’s Restricted Subsidiaries and with its their independent certified public accountants (and the Borrower will be given the opportunity to participate in any such discussions with such independent certified accountants). So long as no Event of Default has occurred and is continuing at the time of such inspection, the Borrower shall not bear the cost of more than one such inspection per calendar year by the Administrative Agent (or its representatives); provided thatthat in any event, (i) excluding any no more than two such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may shall be conducted during in any calendar year and (ii) excluding any such visits and inspections during the continuation of an if no Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent Default has occurred and the Lenders under this Section 6.6is continuing. Notwithstanding anything to the contrary in this Section 6.65.6, none of the Borrower or, if applicable, any of the and its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractorsits representatives) is prohibited by Requirements any Requirement of Law or any binding agreement (provided that, with respect to any prohibition by any binding agreement, the Borrower shall attempt to obtain consent to such disclosure if requested by the Administrative Agent) or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all material financial dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) Lender to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and recordsrecords upon reasonable notice and at such reasonable times during normal business hours (provided that (i) such visits shall be coordinated by the Administrative Agent, (ii) such visits shall be limited to no more than one such visit per calendar year, and (iii) such visits by any Lender shall be at the Lender’s expense, except in the case of the Borrower or, solely clauses (ii) and (iii) during the existence continuance of an Event of Default), (c) permit representatives of any Subsidiary of the Borrower at any Lender to have reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss discussions regarding the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of and its Restricted Subsidiaries with officers and employees of the Borrower or and its Restricted Subsidiaries (provided that (i) a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such Subsidiarydiscussions, as (ii) such discussions shall be coordinated by the case may beAdministrative Agent, and (iii) such discussions shall be limited to no more than once per calendar quarter except during the continuance of an Event of Default) and (d) permit representatives of the Administrative Agent to have reasonable discussions regarding the business, operations, properties and financial and other condition of the Borrower and its Restricted Subsidiaries with its independent certified public accountants; accountants to the extent permitted by the internal policies of such independent certified public accountants (provided that, that (i) excluding any a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such visits discussions and inspections which occur (ii) such discussions shall be limited to no more than once per calendar year except during the continuation continuance of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6). Notwithstanding anything to the contrary in this Section 6.6, none of Holdings, the Borrower or, if applicable, or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or agreement, (iii) is subject to attorney-client or similar privilege or constitutes attorney work productproduct or (iv) constitutes classified information.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects a manner to allow financial statements to be prepared in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) Lender to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and recordsrecords upon reasonable notice and at such reasonable times during normal business hours (provided that (i) such visits shall be coordinated by the Administrative Agent, (ii) such visits shall be limited to no more than one such visit per calendar year, and (iii) such visits by any Lender shall be at the Lender’s expense, except in the case of the Borrower or, solely foregoing clauses (ii) and (iii) during the existence continuance of an Event of Default), (c) permit representatives of any Subsidiary of the Borrower at any Lender to have reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss discussions regarding the business, operations, properties and financial and other condition of the Borrower orand its Restricted Subsidiaries with officers of the Borrower and its Restricted Subsidiaries (provided that (i) a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such discussions, solely (ii) such discussions shall be coordinated by the Administrative Agent, and (iii) such discussions shall be limited to no more than once per calendar quarter except during the existence continuance of an Event of Default) and (d) permit representatives of the Administrative Agent to have reasonable discussions regarding the business, any of its Subsidiaries with officers operations, properties and employees financial and other condition of the Borrower or such Subsidiary, as the case may be, and its Restricted Subsidiaries with its independent certified public accountants; accountants to the extent permitted by the internal policies of such independent certified public accountants (provided that, that (i) excluding any a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such visits discussions and inspections which occur (ii) such discussions shall be limited to no more than once per calendar year except during the continuation continuance of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6). Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or agreement, (iii) is subject to attorney-client or similar privilege or constitutes attorney work productproduct or (iv) constitutes classified information.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account accounts in which full, true and correct entries, in all material respects a manner to allow financial statements to be prepared in conformity with all Requirements GAAP (or, with respect to Subsidiaries organized outside of Law and sufficient the United States, the local accounting standards applicable to permit the preparation of relevant jurisdiction; provided, that, to the extent that any such Subsidiary is permitted to prepare financial statements in accordance with GAAPdifferent local accounting standards, such Subsidiary shall continue to apply the local accounting standard applied as of the Closing Date (as such standard may be made updated or revised from time to time and, for the avoidance of all dealings doubt, with any discretions, judgments and transactions in relation to its business and activitieselections afforded by such local accounting standard, except, including any changes in the case application of Requirements such discretions, judgments and elections as such Subsidiary shall determine) except to the extent of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit changes between local accounting standards required by applicable law or regulation). (b) Permit representatives of designated by the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and recordsrecords upon reasonable notice and at such reasonable times during normal business hours (provided, that (i) such visits shall be limited to no more than one such visit per calendar year at each facility, (ii) such visits by the Administrative Agent shall be at the Administrative Agent’s expense, except in the case of the Borrower or, solely foregoing clauses (i) and (ii) during the existence continuance of an Event of DefaultDefault and (iii) such visits shall not be for the purposes set forth under Section 6.14, any Subsidiary of it being understood that Section 6.14 shall govern discussions as set forth thereunder exclusively). (c) Permit representatives designated by the Borrower at any Administrative Agent to have reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss discussions regarding the business, operations, properties and financial and other condition of the Borrower orand its Restricted Subsidiaries with officers of the Borrower and its Restricted Subsidiaries upon reasonable notice and at such reasonable times during normal business hours (provided, solely that (i) a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such discussions, (ii) such discussions shall be coordinated by the Administrative Agent, (iii) such discussions shall be limited to no more than once per calendar year except during the existence continuance of an Event of DefaultDefault and (iv) such discussions shall not be for the purposes set forth under Section 6.14, any it being understood that Section 6.14 shall govern discussions as set forth thereunder exclusively). (d) Permit representatives of its Subsidiaries with officers the Administrative Agent to have reasonable discussions regarding the business, operations, properties and employees financial and other condition of the Borrower or such Subsidiary, as the case may be, and its Restricted Subsidiaries with its independent certified public accountants; provided thataccountants to the extent permitted by the internal policies of such independent certified public accountants upon reasonable notice and at such reasonable times during normal business hours (provided, that (i) excluding any a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such visits and inspections which occur discussions, (ii) such discussions shall be limited to no more than once per calendar year except during the continuation continuance of an Event of Default, only one such visit and inspection may be conducted during any calendar year Default and (iiiii) excluding any such visits and inspections during discussions shall not be for the continuation of an Event of Defaultpurposes set forth under Section 6.14, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this it being understood that Section 6.66.14 shall govern discussions as set forth thereunder exclusively). Notwithstanding anything to the contrary in this Section 6.66.6 or Section 6.14, none of the Borrower or, if applicable, or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion ofdiscuss, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited or restricted by Requirements of Law or any binding agreement or obligation, (iii) is subject to attorney-client or similar privilege or constitutes attorney work productproduct or (iv) constitutes classified information.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all material dealings and transactions in relation to its business and activitiesactivities and (b) subject to the Borrower’s, exceptHoldings’ and each Restricted Subsidiary’s internal policies for the protection and preservation of Intellectual Property or other non-financial proprietary information, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, who may be accompanied by any Lender) Lender to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time during normal business hours and upon at least three (3) days’ prior reasonable advance notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower orGroup Members with the officers of the Group Members and with their independent certified public accountants (provided that Holdings or its Subsidiaries may, solely during the existence of at their option, have one or more employees or representatives present at any discussion with such accountants); provided that unless an Event of Default, any of its Subsidiaries with officers and employees of the Borrower Default has occurred or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Defaultis continuing, only one (1) such visit and inspection may be conducted during in any calendar year shall be at the Borrower’s expense and provided, further, that if the disclosure of any requested information would compromise any attorney-client privilege (ii) excluding any other than where waiver of such visits and inspections during privilege will not be adverse to the continuation of an Event of Default, only Borrower in the Administrative Agent on behalf good faith opinion of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything Borrower’s counsel), that has not been or will not be waived or waiver thereof will be materially adverse to the contrary in this Section 6.6Borrower, none of the Borrower shall make available redacted versions of requested documents or portions of documents that are the subject of such attorney-client privilege or, if applicableunable to do so consistent with the preservation of such attorney-client privilege, any of the Subsidiaries will be required shall endeavor in good faith otherwise to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, disclose information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure responsive to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to Agent’s requests in a manner that will protect such attorney-client or similar privilege or constitutes attorney work productprivilege.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, (in all material respects respects) entries in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, GAAP shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; activities and (b) permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) to visit and inspect any of the its properties, and (ii) examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower at any reasonable time records and upon at least three (3iii) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of and its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and its Subsidiaries and with its independent certified public accountants; provided that, that (ix) excluding any such visits and inspections which occur during the continuation of an so long as no Event of Default, only one such visit Default has occurred and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Defaultis continuing, only the Administrative Agent on behalf as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders under pursuant to this Section 6.6. Notwithstanding anything to 6.6 and the contrary in this Section 6.6, none Administrative Agent shall not exercise such rights more often than two times during any calendar year each of which shall be at the expense of the Borrower orAdministrative Agent and the Lenders and (y) at any time when an Event of Default has occurred and is continuing, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractorsrepresentatives) is prohibited by Requirements may do any of Law the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any binding agreement Subsidiary be required to discuss, provide or (iii) is otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client or similar privilege or constitutes attorney work productproduct doctrine.

Inspection of Property; Books and Records; Discussions. Keep proper books of records and account accounts in which entries full, true and correct entries, in all material respects in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activitiesactivities and from which financial statements conforming with GAAP can be derived and permit, exceptat the Borrower’s expense, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (orand, if an Event of Default has occurred and is continuinga Lender requests to accompany the Administrative Agent, any such Lender) to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time during normal business hours, upon reasonable prior notice, and upon at least three (3) days’ prior notice or such lesser period of time as often as may reasonably be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, desired and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of Holdings and its Restricted Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and its Restricted Subsidiaries and with its the independent certified public accountantsaccountants of Holdings and its Restricted Subsidiaries so long as the Borrower shall have been given the reasonable opportunity to participate in such discussions; provided thatprovided, that notwithstanding the foregoing, (i) excluding any such visit or inspection shall be conducted through the Administrative Agent, (ii) unless an Event of Default shall have occurred and be continuing, such visits and inspections which occur during the continuation of an Event of Default, shall be limited to two times in any twelve month period and only one (1) such visit and inspection may time shall be conducted during any calendar year at the Borrower’s expense and (iiiii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything to the contrary nothing in this Section 6.6, none of the Borrower or, if applicable, 7.06 shall require Holdings or its Subsidiaries to take any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter action that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding would violate a confidentiality agreement or (iii) is subject to attorney-client obligations or waive any attorney‑client or similar privilege or constitutes attorney work productprivilege.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in respect of the Guarantor, the Applicant, and their respective Subsidiaries in which full, true and correct entries, entries (in all material respects when taken as a whole) in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its their business and activitiesactivities and (b) for purposes of confirming compliance with the Credit Documents or after the occurrence and during the continuance of an Event of Default, exceptupon reasonable notice from the Administrative Agent or the Required Banks, in the case of Requirements of LawCredit Parties will, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent or any Bankthe Banks (orand such Persons as any Bank may designate) during normal business hours to visit and inspect, under the Credit Parties’ guidance, any of itsthe properties andof the Group Members, to examine and make abstracts from anyall of its books and records during normal business hours and, if an no Event of Default has occurred and is continuing, any Lender) to visit upon reasonable notice and inspect any as often as may reasonably be desiredtheir books of the propertiesaccount, and examine and make abstracts from any of the books and records, of the Borrower orreports and other papers, solely during the existence of an Event of Default, any Subsidiary of the Borrower at any reasonable time to make copies and upon at least three (3) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may beextracts therefrom, and to discuss the businesstheir respective businesses, operations, properties and financial and other condition of the Borrower orconditionaffairs, solely during the existence of an Event of Defaultfinances and accounts with their respective officers and, any of its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its their independent certified public accountants; provided thatprovided, that unless anpublic accountants (iand by this provision the Credit Parties authorize such accountants to discuss with the Banks (and such Persons as any Bank may designate) excluding any the finances and affairs of the Group Members) all at such visits reasonable times and inspections which occur as often as may be reasonably requested; provided, however, that except upon the occurrence and during the continuation of an any Default or Event of Default, only not more than one such visit and inspection may be conducted during in any calendar year and (ii) excluding any such visits and inspections during twelve month period. Prior to the continuation occurrence of an Event of Default, the Credit Parties shall only be required to pay the costs and expenses of professionals retained by the Administrative Agent on behalf in connection with any such visit or inspection. So long as no Event of Default has occurred and is continuing, the Lenders may exercise rights of Credit Parties shall be obligated to pay all reasonable costs and expenses incurred by the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything Banks shall use their reasonable efforts to the contrary in this Section 6.6, none coordinate any such visits or inspections so as to minimize disruption of the Borrower or, if applicable, any conduct of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements businesses, as applicablein connection with such visitations and inspections no more than once annually. The Credit Parties shall receive advance notice of Law or any binding agreement or (iii) is subject proposed discussion with such accountants and shall have the right to attorney-client or similar privilege or constitutes attorney work productparticipate therein.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which entries which are full, true and correct entriescorrect, in all material respects respects, in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, GAAP shall be made of all material dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; activities and (b) permit representatives of the Administrative Agent (or, if an Event or its representatives on behalf of Default has occurred and is continuing, any Lender) the Lenders to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and recordsrecords at any reasonable time during normal business hours and as often as may reasonably be desired (but, the Administrative Agent on behalf of the Borrower or, solely Lenders may not have more than one visit per any twelve month period (except during the existence occurrence and continuance of an Event of Default)), any Subsidiary of the Borrower at any upon reasonable time and upon at least three (3) days’ prior advance notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may beBorrower, and to discuss the business, operations, properties and financial and other condition of Holdings, the Borrower or, solely during the existence of an Event of Default, any of and its Restricted Subsidiaries with officers and employees of Holdings, the Borrower or such Subsidiary, as the case may be, and its Restricted Subsidiaries and with its their independent certified public accountants; provided that, accountants (i) excluding and the Borrower will be given the opportunity to participate in any such visits discussions with such independent certified accountants). Any such inspection shall be at the Lenders’ sole cost and inspections which occur during the continuation of expense unless an Event of DefaultDefault has occurred and is continuing at the time of such inspection, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during in which event the continuation of an Event of Default, only Borrower shall reimburse the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent for its reasonable, actual out-of-pocket costs and the Lenders under this Section 6.6expenses. Notwithstanding anything to the contrary in this Section 6.65.7, none of Holdings, the Borrower or, if applicable, or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iiic) is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, (in all material respects respects) entries in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, GAAP shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; activities and (b) permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, or any Lender, at reasonable times during its business hours at reasonable intervals and upon reasonable advance notice, to (i) to visit and inspect any of the its properties, and (ii) examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower at any reasonable time records and upon at least three (3iii) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of and its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and its Subsidiaries and with its independent certified public accountants; provided that, that (ix) excluding any such visits and inspections which occur during the continuation of an so long as no Event of Default, only one such visit Default has occurred and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Defaultis continuing, only the Administrative Agent on behalf as representative of the Lenders may exercise rights of the Administrative Agent and the Lenders under pursuant to this Section 6.6. Notwithstanding anything to 6.6 and the contrary in this Section 6.6, none Administrative Agent shall not exercise such rights more often than one time during any calendar year each of which shall be at the expense of the Borrower orAdministrative Agent and the Lenders and (y) at any time when an Event of Default has occurred and is continuing, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractorsrepresentatives) is prohibited by Requirements may do any of Law the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. In no event shall the Borrower or any binding agreement Subsidiary be required to discuss, provide or (iii) is otherwise make available for review, examination or inspection or copying any documentation subject to attorney-client or similar privilege or constitutes attorney work productproduct doctrine.

Inspection of Property; Books and Records; Discussions. Keep In the case of the Borrower, keep proper books of and records and account in which full, true and correct entries, in all material respects a manner to allow financial statements to be prepared in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements GAAP consistently applied in accordance with GAAP, shall be made respect of all dealings material financial transactions and transactions in relation to matters involving the material assets and business of the Borrower and its business and activitiesRestricted Subsidiaries, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have taken as a Material Adverse Effectwhole; and permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, its properties and examine and and, to the extent reasonable, make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, records and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of and its Restricted Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice; provided that, that (ia) excluding any such visits and inspections which occur except during the continuation of an Event of Default, only one such visit and inspection may per year shall be conducted during any calendar year at the Borrower’s expense, and (iib) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf or its representatives may do any of the Lenders may exercise rights foregoing at the Borrower’s expense; provided, further, that representatives of the Administrative Agent Borrower may be present during any such visits, discussions and the Lenders under this Section 6.6inspections. Notwithstanding anything to the contrary in Subsection 7.2(d) or in this Section 6.6Subsection 7.6 or any other provision in any Loan Document, none of the Borrower or, if applicable, or any of the Subsidiaries Restricted Subsidiary will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts of, inspection or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender the Lenders (or their respective representatives or contractorsrepresentatives) is prohibited by Requirements Requirement of Law or any binding agreement or (iii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in respect of the Borrower and its Subsidiaries in which full, true and correct entries, entries (in all material respects when taken as a whole) in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its their business and activitiesactivities and (b) for purposes of confirming compliance with the Loan Documents or after the occurrence and during the continuance of an Event of Default, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of upon reasonable notice from the Administrative Agent or the Required Lenders, the Borrower will permit the Lenders (orand such Persons as any Lender may designate) during normal business hours to visit and inspect, if under the Borrower’s guidance, any of the properties of the Group Members, to examine all of their books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, employees and with their independent public accountants (and by this provision the Borrower authorizes such accountants to discuss with the Lenders (and such Persons as any Lender may designate) the finances and affairs of the Group Members) all at such reasonable times and as often as may be reasonably requested; provided, however, that except upon the occurrence and during the continuation of any Default or Event of Default, not more than one such visit and inspection may be conducted in any twelve month period. Prior to the occurrence of an Event of Default, the Borrower shall only be required to pay the costs and expenses of professionals retained by the Administrative Agent in connection with any such visit or inspection. So long as no Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, and examine and make abstracts from any of the books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower at any shall be obligated to pay all reasonable time costs and upon at least three (3) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of expenses incurred by the Administrative Agent and the Lenders under this Section 6.6in connection with such visitations and inspections no more than once annually. Notwithstanding anything The Borrower shall receive advance notice of any proposed discussion with such accountants and shall have the right to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work productparticipate therein.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account accounts in which entries full, true and correct entries, in all material respects in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activitiesactivities and from which financial statements conforming with GAAP can be derived and (b) permit, exceptat the Borrower’s expense, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (orand, if an Event of Default has occurred and is continuinga Lender requests to accompany the Administrative Agent, any such Lender) to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time during normal business hours, upon reasonable prior notice, and upon at least three (3) days’ prior notice or such lesser period of time as often as may reasonably be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, desired and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of Holdings and its Restricted Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and its Restricted Subsidiaries and with its the independent certified public accountantsaccountants of Holdings and its Restricted Subsidiaries so long as the Borrower shall have been given the reasonable opportunity to participate in such discussions; provided thatprovided, that notwithstanding the foregoing, (i) excluding any such visit or inspection shall be conducted through the Administrative Agent, (ii) unless an Event of Default shall have occurred and be continuing, such visits and inspections which occur during the continuation of an Event of Default, shall be limited to two times in any twelve month period and only one such visit and inspection may time shall be conducted during any calendar year at the Borrower’s expense and (iiiii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything to the contrary nothing in this Section 6.6, none of the Borrower or, if applicable, 7.06 shall require Holdings or its Subsidiaries to take any of the Subsidiaries will be required to disclose, permit the inspection, examination action that would violate a confidentiality agreement or making copies or abstracts ofobligation, or discussion of, waive any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege; provided that in the event that any of Holdings or its Subsidiaries does not provide information in reliance on this sentence, it shall (x) provide notice to the Administrative Agent that such information is being withheld, (y) with respect to clause (iii), use its commercially reasonable efforts to obtain waivers and (z) use its commercially reasonable efforts to communicate the applicable information to the Administrative Agent in a way that would not violate such attorney-client privilege or constitutes attorney work productsimilar privilege.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all material financial dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) Lender to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and recordsrecords upon reasonable notice and at such reasonable times during normal business hours (provided that (i) such visits shall be coordinated by the Administrative Agent, (ii) such visits shall be limited to no more than one such visit per calendar year, and (iii) such visits by any Lender shall be at the Lender’s expense, except in the case of the Borrower or, solely clauses (ii) and (iii) during the existence continuance of an Event of Default), (c) permit representatives of any Subsidiary of the Borrower at any Lender to have reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss discussions regarding the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of and its Restricted Subsidiaries with officers and employees of the Borrower or and its Restricted Subsidiaries (provided that (i) a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such Subsidiarydiscussions, as (ii) such discussions shall be coordinated by the case may beAdministrative Agent, and (iii) such discussions shall be limited to no more than once per calendar quarter except during the continuance of an Event of Default) and (d) permit representatives of the Administrative Agent to have reasonable discussions regarding the business, operations, properties and financial and other condition of the Borrower and its Restricted Subsidiaries with its independent certified public accountants; accountants to the extent permitted by the internal policies of such independent certified public accountants (provided that, that (i) excluding any a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such visits discussions and inspections which occur (ii) such discussions shall be limited to no more than once per calendar year except during the continuation continuance of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6). Notwithstanding anything to the contrary in this Section 6.65.6, none of Holdings, the Borrower or, if applicable, or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or agreement, (iii) is subject to attorney-client or similar privilege or constitutes attorney work productproduct or (iv) constitutes classified information.

Inspection of Property; Books and Records; Discussions. Keep proper books of records and account in which full, true and correct entries, in all material respects in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit (a) Permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, its properties and examine and and, to the extent reasonable, make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, records and to discuss the business, operations, properties and financial and other condition of the Parent Borrower or, solely during the existence of an Event of Default, any of and its Restricted Subsidiaries with officers and employees of the Parent Borrower or such Subsidiary, as the case may be, and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice; provided that, that (ia) excluding any such visits and inspections which occur except during the continuation of an Event of Default, only one such visit and inspection may shall be conducted during any calendar year at the Borrowers’ expense, and (iib) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf or its representatives may do any of the Lenders may exercise rights of foregoing at the Borrowers’ expense. (b) At reasonable times during normal business hours and upon reasonable prior notice that the Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Lenders under this Section 6.6. Notwithstanding anything Parent Borrower and its Subsidiaries will grant access to the contrary in this Section 6.6, none Administrative Agent (including employees of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to such Person’s premises, books, records, accounts, Inventory and Transportation Equipment so that (i) the Administrative Agent or an appraiser retained by the Administrative Agent may conduct an Inventory and Transportation Equipment appraisal and (ii) the Administrative Agent may conduct (or their respective representatives engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the Administrative Agent may deem necessary or contractorsappropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower, no environmental assessment by the Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties and, in the case of such field examinations, shall be at a rate of $1,000 per day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging); provided that absent the existence and continuation of an Event of Default, the Administrative Agent shall conduct at the expense of the Loan Parties (i) is prohibited by Requirements of Law or any binding agreement or one such appraisal for Inventory, (ii) one such appraisal for Transportation Equipment and (iii) one such field examination for Accounts, in each case, in any calendar year (which may, in each case, be increased to two appraisals and/or field examinations per calendar year if at any time during such calendar year Excess Facility Availability is subject less than 10% of the Line Cap for a period of five consecutive Business Days). Notwithstanding the foregoing, the Parent Borrower may elect, in consultation with the Administrative Agent, to attorney-client or similar privilege or constitutes attorney work productdiscontinue the appraisals of Transportation Equipment; provided that if the Parent Borrower makes such an election, the advance rate with respect to Eligible Transportation Equipment shall be amortized on a seven year straight line basis (with monthly application to the Borrowing Base) and such election shall be irrevocable. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP (or SAP as applicable) and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all material dealings and transactions in relation to its business and activitiesactivities and (b) upon reasonable prior notice, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (orwho may be accompanied by representatives of other Lenders) and, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, and examine and make abstracts from any of the books and records, of the Borrower or, solely during the existence continuance of an Event of Default, any Subsidiary Lender to (x) visit and inspect any of the Borrower at any reasonable time and upon at least three its properties, (3y) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence continuance of an Event of Default, conduct reasonable examinations of (and, with the relevant Subsidiaryconsent of the Borrower, such consent not to be unreasonably withheld, make abstracts from) any of its books and records at any reasonable time and as the case often as may be, reasonably be requested and to (z) discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6Borrower. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter It is understood that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to any information obtained by the Administrative Agent or any Lender in any visit or inspection pursuant to this Section 6.6 shall be subject to the confidentiality requirements of Section 10.16, (or their respective representatives or contractorsii) is prohibited by Requirements of Law the Borrower may impose, with respect to any Lender or any binding agreement Affiliate of any Lender reasonably deemed by the Borrower to be engaged significantly in a business which is directly competitive with any material business of the Borrower and its Subsidiaries, reasonable restrictions on access to proprietary information of the Borrower or any of its Subsidiaries and (iii) is subject the Lenders will coordinate their visits through the Administrative Agent with a view to attorney-client preventing the visits provided for by this Section 6.6 from becoming unreasonably burdensome to the Borrower or similar privilege or constitutes attorney work productany of its Subsidiaries.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP (or SAP as applicable) and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all material dealings and transactions in relation to its business and activitiesactivities and (b) upon reasonable prior notice, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (orwho may be accompanied by representatives of other Lenders) and, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, and examine and make abstracts from any of the books and records, of the Borrower or, solely during the existence continuance of an Event of Default, any Subsidiary Lender to (x) visit and inspect any of the Borrower at any reasonable time and upon at least three its properties, (3y) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence continuance of an Event of Default, conduct reasonable examinations of (and, with the relevant Subsidiaryconsent of the Borrower, such consent not to be unreasonably withheld, make abstracts from) any of its books and records at any reasonable time and as the case often as may be, reasonably be requested and to (z) discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6Borrower. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter It is understood that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to any information obtained by the Administrative Agent or any Lender in any visit or inspection pursuant to this Section 5.06 shall be subject to the confidentiality requirements of Section 9.12, (or their respective representatives or contractorsii) is prohibited by Requirements of Law the Borrower may impose, with respect to any Lender or any binding agreement or Affiliate of any Lender reasonably deemed by the Borrower to be engaged significantly in a business which is directly competitive with any material business of the Borrower and its Subsidiaries, reasonable restrictions on access to proprietary information of the Borrower and its Subsidiaries and (iii) is subject the Lenders will coordinate their visits through the Administrative Agent with a view to attorney-client or similar privilege or constitutes attorney work productpreventing the visits provided for by this Section 5.06 from becoming unreasonably burdensome to the Borrower and its Subsidiaries.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP (or SAP as applicable) and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all material dealings and transactions in relation to its business and activitiesactivities and (b) upon reasonable prior notice, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (orwho may be accompanied by representatives of other Lenders) and, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, and examine and make abstracts from any of the books and records, of the Borrower or, solely during the existence continuance of an Event of Default, any Subsidiary Lender to (x) visit and inspect any of the Borrower at any reasonable time and upon at least three its properties, (3y) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence continuance of an Event of Default, conduct reasonable examinations of (and, with the relevant Subsidiaryconsent of the Loan Parties, such consent not to be unreasonably withheld, make abstracts from) any of its books and records at any reasonable time and as the case often as may be, reasonably be requested and to (z) discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries Loan Parties with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6Loan Parties. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter It is understood that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to any information obtained by the Administrative Agent or any Lender in any visit or inspection pursuant to this Section 6.6 shall be subject to the confidentiality requirements of Section 10.16, (ii) the Loan Parties may impose, with respect to any Lender or any Affiliate of any Lender reasonably deemed by the Loan Parties to be engaged significantly in a business which is directly competitive with any material business of the Loan Parties and their respective representatives or contractors) is prohibited by Requirements Subsidiaries, reasonable restrictions on access to proprietary information of Law or any binding agreement or the Loan Parties and their respective Subsidiaries and (iii) is subject the Lenders will coordinate their visits through the Administrative Agent with a view to attorney-client or similar privilege or constitutes attorney work productpreventing the visits provided for by this Section 6.6 from becoming unreasonably burdensome to the Loan Parties and their Subsidiaries.

Inspection of Property; Books and Records; Discussions. Keep proper books of records and account in which full, true and correct entries, in all material respects in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, or any Lender) Lender to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time and as often as may reasonably be desired and upon at least three (3) days’ days prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, or the relevant Restricted Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of and its Restricted Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and its Restricted Subsidiaries and with its independent certified public accountants; accountants (provided thatthat with respect to Restricted Subsidiaries, (i) excluding any such visits and inspections which occur other than during the continuation existence of an Event of a Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only Borrower shall have complied with this obligation if it shall have used its commercially reasonable efforts to cause its Restricted Subsidiaries to allow the Administrative Agent on behalf of and/or the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything applicable Lender pursuant to the contrary in this Section 6.6, none foregoing terms and conditions to visit and inspect the properties of the Borrower or, if applicable, such Restricted Subsidiaries and examine and make abstracts from any of the books and records of such Restricted Subsidiaries will be required and to disclosediscuss the business, permit the inspectionoperations, examination or making copies or abstracts of, or discussion of, any document, information or properties and financial and other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect condition of which disclosure to the Administrative Agent or any Lender (or such Restricted Subsidiaries with officers and employees of such Restricted Subsidiaries and with their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work productindependent certified public accountants).

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP(or SAP as applicable) and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all material dealings and transactions in relation to its business and activitiesactivities and (b) upon reasonable prior notice, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (orwho may be accompanied by representatives of other Lenders) and, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, and examine and make abstracts from any of the books and records, of the Borrower or, solely during the existence continuance of an Event of Default, any Subsidiary Lender to (x) visit and inspect any of the Borrower at any reasonable time and upon at least three its properties, (3y) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence continuance of an Event of Default, conduct reasonable examinations of (and, with the relevant Subsidiaryconsent of the Borrower, such consent not to be unreasonably withheld, make abstracts from) any of its books and records at any reasonable time and as the case often as may be, reasonably be requested and to (z) discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6Borrower. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter It is understood that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to any information obtained by the Administrative Agent or any Lender in any visit or inspection pursuant to this Section 6.6 shall be subject to the confidentiality requirements of Section 10.16, (or their respective representatives or contractorsii) is prohibited by Requirements of Law the Borrower may impose, with respect to any Lender or any binding agreement or Affiliate of any Lender reasonably deemed by the Borrower to be engaged significantly in a business which is directly competitive with any material business of the Borrower and its Subsidiaries, reasonable restrictions on access to proprietary information of the Borrower and its Subsidiaries and (iii) is subject the Lenders will coordinate their visits through the Administrative Agent with a view to attorney-client or similar privilege or constitutes attorney work productpreventing the visits provided for by this Section 6.6 from becoming unreasonably burdensome to the Borrower and its Subsidiaries.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all material dealings and transactions in relation to its business and activitiesactivities and (b) subject to the Borrower’s, exceptHoldings’ and each Restricted Subsidiary’s internal policies for the protection and preservation of Intellectual Property or other non‑financial proprietary information, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, who may be accompanied by any Lender) Lender to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time during normal business hours and upon at least three (3) days’ prior reasonable advance notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower orGroup Members with the officers of the Group Members and with their independent certified public accountants (provided that Holdings or its Subsidiaries may, solely during the existence of at their option, have one or more employees or representatives present at any discussion with such accountants); provided that unless an Event of Default, any of its Subsidiaries with officers and employees of the Borrower Default has occurred or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Defaultis continuing, only one (1) such visit and inspection may be conducted during in any calendar year shall be at the Borrower’s expense and provided, further, that if the disclosure of any requested information would compromise any attorney-client privilege (ii) excluding any other than where waiver of such visits and inspections during privilege will not be adverse to the continuation of an Event of Default, only Borrower in the Administrative Agent on behalf good faith opinion of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything Borrower’s counsel), that has not been or will not be waived or waiver thereof will be materially adverse to the contrary in this Section 6.6Borrower, none of the Borrower shall make available redacted versions of requested documents or portions of documents that are the subject of such attorney-client privilege or, if applicableunable to do so consistent with the preservation of such attorney-client privilege, any of the Subsidiaries will be required shall endeavor in good faith otherwise to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, disclose information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure responsive to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to Agent’s requests in a manner that will protect such attorney-client or similar privilege or constitutes attorney work productprivilege.

Inspection of Property; Books and Records; Discussions. Keep proper (a) Keep, and cause each of its Subsidiaries to keep, books of records record and account in which full, true and correct entries, in all material respects in conformity with all Requirements of Law and a manner sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of GAAP and all dealings and transactions in relation to its business and activities, except, in the case of material Requirements of Law. The Borrower will, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and will cause each Loan Party to, permit any representatives of designated by the Administrative Agent (orwho may be accompanied by a representative of any Lender at such Lender's expense), upon reasonable prior notice and during normal working hours, no more frequently than annually, except if an Event of Default shall have occurred and be continuing, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants. (b) The Administrative Agent shall be entitled to conduct, on reasonable prior notice and during normal working hours, periodic field examinations of the books and records relating to the Accounts of the Borrower and the Inventory of the Borrower, in each case to ensure the adequacy of the Collateral that constitutes the Borrowing Base and the related reporting and control systems; provided, that, so long as no Event of Default has occurred and is continuing, any Lenderthe Administrative Agent shall be limited (i) in the first twelve-calendar-month period following the Closing Date, to visit and inspect any of the propertiestwo such field examinations, and examine and make abstracts from (ii) in each twelve-calendar-month period thereafter, to one (or, at the Administrative Agent's option, two) such field examinations. (c) At any of time that the books and recordsAdministrative Agent requests, of the Borrower orwill provide the Administrative Agent with appraisals or updates thereof of its Inventory from an appraiser selected and engaged by the Administrative Agent, solely during the existence of an Event of Default, any Subsidiary of the Borrower at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as may be acceptable prepared on a basis satisfactory to the Borrower orAdministrative Agent, solely during the existence of an Event of Defaultin each case in its Permitted Discretion, the relevant Subsidiaryand such appraisals or updates, as the case may be, will include information required by applicable law and to discuss the businessregulations; provided, operationsthat, properties and financial and other condition of the Borrower or, solely during the existence of an so long as no Event of DefaultDefault has occurred and is continuing, any of its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, Administrative Agent shall be limited (i) excluding any in the first twelve-calendar-month period following the Closing Date, to two such visits and inspections which occur during the continuation of an Event of Defaultappraisals, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Defaultin each twelve-calendar-month period thereafter, only to one (or, at the Administrative Agent on behalf Agent's option, two) such appraisal. Each such appraisal shall be at the sole cost and expense of the Lenders may exercise Borrower. (d) Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, field examination and/or appraisal pursuant to this Section 6.06, may prepare (or have prepared) and distribute to the Lenders reports pertaining to the Borrower's and the other Loan Parties' assets for internal use by the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work productLenders.

Inspection of Property; Books and Records; Discussions. Keep proper books of records and account in which full, true and correct entries, in all material respects in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, or any Lender) Lender to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time and as often as may reasonably be desired and upon at least three (3) days’ days prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, or the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of and its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and its Subsidiaries and with its independent certified public accountants (provided that, with respect to Subsidiaries, other than during the existence of a Default, the Borrower shall have complied with this obligation if it shall have used its commercially reasonable efforts to cause its Subsidiaries to allow the Administrative Agent and/or the applicable Lender pursuant to the foregoing terms and conditions to visit and inspect the properties of such Subsidiaries and examine and make abstracts from any of the books and records of such Subsidiaries and to discuss the business, operations, properties and financial and other condition of such Subsidiaries with officers and employees of such Subsidiaries and with their independent certified public accountants); provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, or any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. Keep proper books Permit the Agent and each Lender, through their authorized attorneys, accountants and representatives (a) at all reasonable times during normal business hours upon reasonable prior written notice (which notice shall not be required upon the occurrence and during the continuance of records a Default or Event of Default), upon the request of the Agent or such Lender, to examine each Credit Party’s books, accounts, records, ledgers and account in assets and properties; (b) from time to time, during normal business hours upon reasonable prior written notice (which fullnotice shall not be required upon the occurrence and during the continuance of a Default or Event of Default), true upon the request of the Agent, to conduct full or partial collateral audits of the Accounts and correct entriesInventory of the Credit Parties and appraisals of all or a portion of the fixed assets (including real property) of the Credit Parties, in all material respects in conformity such audits and appraisals to be completed by an appraiser as may be selected by the Agent and consented to by the Borrowers (such consent not to be unreasonably withheld), with all Requirements reasonable and invoiced out-of-pocket costs and expenses of Law and sufficient such audits to permit be reimbursed by the preparation of financial statements in accordance with GAAPCredit Parties, shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do provided that so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (or, if an long as no Event of Default has occurred or Default exists, the Borrowers shall not be required to reimburse the Agent for such audits or appraisals more frequently than once each Fiscal Year; (c) during normal business hours upon reasonable prior written notice (which notice shall not be required upon the occurrence and is continuing, any Lender) to visit and inspect any of the properties, and examine and make abstracts from any of the books and records, of the Borrower or, solely during the existence continuance of an a Default or Event of Default) and at their own risk, to enter onto the real property owned or leased by any Subsidiary Credit Party to conduct inspections, investigations or other reviews of such real property; and (d) at reasonable times during normal business hours upon reasonable prior written notice (which notice shall not be required upon the Borrower at any reasonable time occurrence and upon at least three (3) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence continuance of an a Default or Event of Default) and at reasonable intervals, to visit all of the Credit Parties’ offices, discuss each Credit Party’s respective financial matters with their respective officers, as applicable, and, by this provision, the relevant Subsidiary, as the case may beBorrowers authorize, and will cause each of their respective Subsidiaries to authorize, its independent certified or chartered public accountants to discuss the business, operations, properties finances and financial affairs of any Credit Party and other condition of the Borrower or, solely during the existence of an Event of Default, examine any of its Subsidiaries with officers and employees of the Borrower such Credit Party’s books, reports or records held by such Subsidiary, as the case may be, and with its independent certified public accountants; provided thathowever, (i) excluding that without limiting any such visits exercises of rights or remedies of Agent or any Lender set forth in any Loan Document upon the occurrence and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may neither the Agent nor any Lender shall be conducted during permitted to conduct any calendar year and (ii) excluding analysis, testing or invasive or intrusive sampling of any such visits and inspections during environmental media except to the continuation of extent reasonably necessary to investigate an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. Keep proper books of records and account accounts in which full, true and correct entries, in all material respects entries in conformity with GAAP (or Canadian GAAP, as applicable) and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business businesses and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the permit, during regular business hours and upon reasonable notice by an Administrative Agent or any Lender (or, if such notice not to be required during the occurrence and continuance of an Event of Default has occurred and is continuingDefault), an Administrative Agent or any Lender) Lender to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, records (other than materials protected by the attorney-client privilege and materials which the Credit Parties may not disclose without violation of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower a confidentiality obligation binding upon it) at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as often as may reasonably be acceptable to desired and all at the Borrower or, solely during expense of the existence of an Event of Default, the relevant Subsidiary, as the case may beBorrowers, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Credit Parties and their Subsidiaries with directors and officers and employees of the Borrower or such Subsidiary, as the case may be, Credit Parties and their Subsidiaries and with its independent certified public accountants; provided thatprovided, (i) excluding any such visits and inspections which occur during the continuation of an Event of Defaulthowever, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Domestic Administrative Agent on behalf of the Lenders may exercise rights of conduct such visits and inspections and the Domestic Administrative Agent shall not exercise such rights more than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Lenders under this Section 6.6. Notwithstanding anything to the contrary in this Section 6.6Borrowers’ expense and provided, none further, that, when an Event of the Borrower or, if applicableDefault exists, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) is prohibited by Requirements may do any of Law or the foregoing at the expense of the Borrowers at any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work producttime during normal business hours and without advance notice.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities. (b) Permit Agent and the Lenders, exceptor any agents or representatives thereof, in the case of Requirements of Lawfrom time to time during Borrower’s normal business hours, where the failure to do so could not as often as may be reasonably be expected to have a Material Adverse Effect; requested and permit representatives of the Administrative Agent upon two Business Days’ notice (orexcept that, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, and examine and make abstracts from any of the books and records, of the Borrower or, solely during the existence continuance of an Event of Default, any Subsidiary of the Borrower at any reasonable time and upon at least three (3no such notice shall be required) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding go upon, examine, inspect and remain on the Properties of any Loan Party, (ii) during any such visits visit, inspect and inspections which occur verify the amount, character and condition of any of the Property of any Loan Party, (iii) during any such visit, examine and, at Borrower’s cost and expense, make copies of and abstracts from the records and books of account of any Loan Party, and (iv) discuss the affairs, finances and accounts of any Loan Party with any of their respective officers, directors, employees, Independent Accountants or Petroleum Engineers, it being understood that, except as otherwise stated in clause (iii) above, Agent and each Lender will pay the costs and expenses incurred by it in exercising its rights under this Section 5.8(b); provided that after the occurrence and during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Borrower shall reimburse Agent and each Lender promptly after a request therefor for the Lenders reasonable costs and expenses incurred by it in connection with the exercise of its rights under this Section 6.6. Notwithstanding anything 5.8(b). (c) Authorize the Independent Accountants of Borrower to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required disclose to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements any and all financial statements and other information of Law any kind, as Agent or any binding agreement Lender reasonably requests, from Borrower and which the Independent Accountants may have with respect to the business, financial condition, results of operations or (iii) is subject to attorney-client or similar privilege or constitutes attorney work productother affairs of any Loan Party.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records during customary business hours once each calendar quarter (excluding any visit by any Lender or Affiliate thereof made for purposes other than an inspection), provided that at any time after the propertiesoccurrence and during the continuance of a Default or an Event of Default, representatives of any Lender may visit and inspect any of the properties of the Group Members and examine and make abstracts from any of the books and records, records of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower Group Members at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as often as may reasonably be acceptable to the Borrower ordesired, solely during the existence (c) permit representatives of an Event of Default, the relevant Subsidiary, as the case may be, and any Lender to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries Group Members with officers and employees of the Borrower or such SubsidiaryGroup Members at any reasonable time and as often as may reasonably be desired, as the case may be(d) after any Lender has notified ACEP of its intent to do so, and permit representatives of any Lender to meet with its their independent certified public accountants; provided that, accountants no more than once per year (i) excluding other than at any such visits time after the occurrence and inspections which occur during the continuation continuance of a Default or an Event of DefaultDefault during which time such representatives may meet with their independent certified public accountants at any reasonable time and as often as may reasonably be desired), only one such visit and inspection may be conducted during any calendar year and (iie) excluding any such visits and inspections during the continuation of an Event of Default, only cooperate with the Administrative Agent on behalf of in the Lenders may exercise rights of event that the Administrative Agent requests and the Lenders under this Section 6.6. Notwithstanding anything to the contrary in this Section 6.6, none conducts any appraisal of the Borrower or, if applicable, any assets of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work productGroup Members.

Inspection of Property; Books and Records; Discussions. Keep proper books (i) Each Loan Party shall permit any authorized representative(s) designated by the Lender to visit and inspect, whether by access to such Loan Party's MIS or otherwise, any of records such Loan Party's property, to examine, audit, check and account in which fullmake copies of such Loan Party's financial and accounting records, true books, journals, orders, receipts and correct entriesany correspondence (other than privileged correspondence with legal counsel) and other data relating to their respective businesses or the transactions contemplated hereby or referenced herein (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their management personnel and independent certified public accountants, all material respects in conformity with all Requirements of Law upon reasonable written notice and sufficient to permit the preparation of financial statements in accordance with GAAPat such reasonable times during normal business hours, shall as often as may be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (or, if requested. If an Event of Default has occurred and is continuingcontinuing and the obligations have been accelerated pursuant to the Term Note, any each Loan Party, upon the Lender) 's request in connection with efforts to visit enforce the rights and inspect any remedies of the propertiesLender under the Term Note and the documents securing the Term Note, and examine and make abstracts from shall turn over copies of any of such records requested by the books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as may be acceptable Lender to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of Lender or its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and representatives. (ii) excluding All information obtained by Lender hereunder or otherwise in connection with the loan evidenced by the Term Note except information which (a) is or becomes generally available to the public; (b) is or becomes available to Lender or its Representatives (as defined below) from a source other than Parent and its subsidiaries or its Representatives, provided such source is not known by Lender or its Representatives to be bound by a confidentiality agreement with Parent and its subsidiaries or is not otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation; or (c) is disclosed on the order of any such visits court of competent jurisdiction, shall be deemed "Confidential Information". Unless otherwise agreed to in writing by Parent, Lender agrees (a) except as required by law, to keep all Confidential Information confidential and inspections during not to disclose or reveal any Confidential Information to any person other than those employed by Lender or acting on its behalf who are actively and directly participating in matters related to the continuation of an Event of DefaultTerm Note or who otherwise need to know the Confidential Information (including, only without limitation, accountants, attorneys, or advisors) ("Representatives") and (b) not to use Confidential Information for any purposes other than in connection with the Administrative Agent on behalf Term Note. Lender shall inform its Representatives of the Lenders may exercise rights existence and terms of this Agreement and shall take all such steps as are used by Lender in protecting its own confidential information to assure adherence to this Agreement by its Representatives, who shall be considered agents of Lender for all purposes of this Agreement. In the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts ofevent that Lender is requested pursuant to, or discussion ofrequired by, applicable law or regulation or by legal process to disclose any documentConfidential Information, information or other matter Lender agrees that (iit will provide Parent with prompt notice of such request(s) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect to enable Parent to seek an appropriate protective order and/or waive compliance by it with the provisions of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work productthis Agreement.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the . (b) Permit Administrative Agent (orand Collateral Agent, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect or any of the propertiestheir respective agents or representatives thereof, from time to time during Borrower’s normal business hours, as often as may be reasonably requested and examine and make abstracts from any of the books and recordsupon two Business Days’ notice (except that, of the Borrower or, solely during the existence continuance of an Event of Default, any Subsidiary of the Borrower at any reasonable time and upon at least three (3no such notice shall be required) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding go upon, examine, inspect and remain on the Properties of any Loan Party, (ii) during any such visits visit, inspect and inspections which occur verify the amount, character and condition of any of the Property of any Loan Party, (iii) during any such visit, examine and, at Borrower’s cost and expense, make copies of and abstracts from the records and books of account of any Loan Party, and (iv) discuss the affairs, finances and accounts of any Loan Party with any of their respective officers, directors, employees, Independent Accountants or Petroleum Engineers, it being understood that, except as otherwise stated in clause (iii) above, Administrative Agent and Collateral Agent will pay the costs and expenses incurred by it in exercising its rights under this Section 5.8(b); provided that after the occurrence and during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Borrower shall reimburse Administrative Agent and Collateral Agent promptly after a request therefor for the Lenders reasonable costs and expenses incurred by it in connection with the exercise of its rights under this Section 6.6. Notwithstanding anything to 5.8(b). (c) Authorize the contrary in this Section 6.6, none Independent Accountants of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that ▇▇▇▇▇▇▇▇ (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the disclose to Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements any and all financial statements and other information of Law any kind, as Administrative Agent or any binding agreement Lender reasonably requests, from Borrower and which the Independent Accountants may have with respect to the business, financial condition, results of operations or other affairs of any Loan Party and (iiiii) is subject to attorney-client disclose and provide copies of the Independent Accountants work papers and other information pertaining the preparation by it of the consolidated financial statements of Borrower to any accounting firm or similar privilege financial service consultant retained by an Agent or constitutes attorney work productany Lender and identified to Borrower for purposes reviewing the books, records and financial statements of the Loan Parties.

Inspection of Property; Books and Records; Discussions. Keep proper books Each Borrower and Parent shall permit, and shall cause each of records their respective Subsidiaries to permit, any authorized representative(s) designated by either the Agent or any Lender to visit and account inspect, whether by access to any Borrower's, the Parent's or their respective Subsidiaries' MIS or otherwise, any of the Property, to examine, audit, check and make copies of any Borrower's, the Parent's and their respective Subsidiaries' financial and accounting records, books, journals, orders, receipts and any correspondence (other than privileged correspondence with legal counsel) and other data relating to their respective businesses or the transactions contemplated hereby or referenced herein (including, without limitation, in which fullconnection with environmental compliance, true hazard or liability, and correct entriesquarterly (or more often) examinations of the Collateral and compliance with Borrowing Base requirements by such representatives designated by the Agent), and to discuss their affairs, finances and accounts with their management personnel and independent certified public accountants, all upon reasonable written notice and at such reasonable times during normal business hours, as often as may be reasonably requested. Each such visitation and inspection (i) by or on behalf of any Lender shall be at such Lender's expense and (ii) by or on behalf of the Agent shall be at the Borrowers' expense. Each Borrower and the Parent shall keep and maintain, and cause each of their respective Subsidiaries to keep and maintain, in all material respects on its MIS and otherwise proper books of record and account in which entries in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, GAAP shall be made of all dealings and transactions in relation to its business respective businesses and activities, exceptincluding, in without limitation, transactions and other dealings with respect to the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (or, if Collateral. If an Event of Default has occurred and is continuingcontinuing and the Obligations have been accelerated pursuant to Section 12.02(a), the Borrowers and Parent, upon the Agent's request in connection with efforts to enforce the rights and remedies of the Agent, the Lenders and the Issuing Banks under the Loan Documents, shall turn over, and cause each of their respective Subsidiaries to turn over, any Lender) such records requested by the Agent to visit the Agent or its representatives; provided, however, that the Borrowers and inspect any Parent may, in their discretion, retain copies of such records. Without limiting the foregoing, Parent and the Borrowers acknowledge and agree that the Agent and Lenders will engage an independent consultant to act as their representative to undertake certain of the properties, and examine and make abstracts from any of the books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent aforesaid actions on behalf of the Agent and Lenders may exercise rights and covenant that Parent and the Borrowers will, and will cause their Subsidiaries to, cooperate fully with such consultant in the conduct of its activities and make available such personnel, information, data and documents as are requested by such consultant in the conduct of such activities, all at the expense of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work productBorrowers.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which entries which are full, true and correct entriescorrect, in all material respects respects, in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, GAAP shall be made of all material dealings and transactions in relation to its business and activities, except(b) upon the request of the Administrative Agent or the Required Lenders, participate in a meeting or conference call with the case of Requirements of Law, where Administrative Agent and the failure Lenders once during each fiscal quarter at such time as may be agreed to do so could not reasonably be expected to have a Material Adverse Effect; by the Borrower and the Administrative Agent and (c) permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and recordsrecords at any reasonable time during normal business hours and as often as may reasonably be desired (but, of the Borrower or, solely Administrative Agent may not have more than one visit per any twelve month period except during the existence of an Event of Default), any Subsidiary of the Borrower at any upon reasonable time and upon at least three (3) days’ prior advance notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may beBorrower, and to discuss the business, operations, properties and financial and other condition of Holdings, the Borrower or, solely during the existence of an Event of Default, any of its and their respective Subsidiaries with officers and employees of Holdings, the Borrower or such Subsidiary, as the case may be, and their respective Subsidiaries and with its their independent certified public accountants; provided that, accountants (i) excluding and the Borrower will be given the opportunity to participate in any such visits discussions with such independent certified accountants). Any such inspection shall be at the Administrative Agent’s sole cost and inspections which occur during the continuation of expense unless an Event of DefaultDefault has occurred and is continuing at the time of such inspection, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during in which event the continuation of an Event of Default, only Borrower shall reimburse the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent for its reasonable, actual out-of-pocket costs and the Lenders under this Section 6.6expenses. Notwithstanding anything to the contrary in this Section 6.65.6, none of Holdings, the Borrower or, if applicable, any of the and their respective Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractorsits representatives) is prohibited by Requirements any Requirement of Law or any binding agreement (provided that, with respect to any prohibition by any binding agreement, Borrower shall attempt to obtain consent to such disclosure if requested by the Administrative Agent) or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with all Requirements of Law GAAP (it being understood and sufficient to permit the agreed that any Foreign Subsidiary may maintain additional individual books and records in a manner that permits preparation of its financial statements in accordance with GAAPthe generally accepted accounting principles that are applicable in its jurisdiction of organization and that such maintenance shall not constitute a breach of the representations, shall be made of all dealings warranties or covenants hereunder) and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, or any Lender) Lender to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as often as may reasonably be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, desired and to discuss the business, operations, properties and financial and other condition of the Borrower orGroup Members with officers and employees of the Group Members and with their independent certified public accountants (subject to such accountants’ customary policies and procedures), solely all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, absent the existence of an Event of Default, any of its Subsidiaries with officers and employees only the expenses of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only Administrative Agent for one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during shall be at the continuation of Borrower’s expense; provided, further, that when an Event of DefaultDefault exists, only the Administrative Agent on behalf (or any of its respective representatives or independent contractors) and the Lenders may exercise rights do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders under this Section 6.6shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.6, none of Holdings, the Borrower or, if applicable, or any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iiic) is subject to attorney-client or similar privilege or constitutes attorney work product; provided that, to the extent legally permissible, the Borrower shall notify the Administrative Agent that any such document, information or other matter is being withheld pursuant to clauses (a), (b) or (c) of this Section 6.6 and shall use commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate such restrictions and to eliminate such restrictions.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP and all material applicable Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all material dealings and transactions in relation to its business activities and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) , upon reasonable prior notice, to visit and inspect any of the properties, its properties and examine and and, at the Borrower’s expense, make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as often as may reasonably be acceptable desired (subject to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, immediately succeeding sentence) and to discuss the business, operations, properties and financial and other condition of Parent, the Borrower or, solely during the existence of an Event of Default, any of and its Restricted Subsidiaries with officers and employees of Parent, the Borrower or such Subsidiary, as the case may be, and its Restricted Subsidiaries and with its their respective independent certified public accountants (subject to such accountants’ policies and procedures). Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing, such visits, inspections and examinations shall only be conducted by the Administrative Agent and shall be limited to two per fiscal year plus any additional visits in connection with Lender meetings (and only one time at the Borrower’s expense); provided thatprovided, (i) excluding any such visits and inspections which occur during the continuation of however, that unless a Default or an Event of DefaultDefault exists, only one such visit and inspection may inspections for environmental matters shall be conducted during any calendar limited to no more than once per fiscal year and (ii) excluding any at all times such visits inspections for environmental matters shall be limited to non-instrusive and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the non-invasive visual observations. The Administrative Agent and the Lenders under this Section 6.6shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.65.6, none of Parent, the Borrower or, if applicable, or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements any Requirement of Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which entries which are full, true and correct entriescorrect, in all material respects respects, in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, GAAP shall be made of all material dealings and transactions in relation to its business and activities, except(b) upon the request of the Administrative Agent or the Required Consent Parties, participate in a meeting or conference call with the case of Requirements of Law, where Administrative Agent or the failure Lenders at such times as may be agreed to do so could not reasonably be expected to have a Material Adverse Effect; by the Borrower and the Administrative Agent or the Required Consent Parties and (c) permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) or the Required Consent Parties to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and recordsrecords at any reasonable time during normal business hours and as often as may reasonably be desired (but, of the Borrower or, solely Administrative Agent or the Required Consent Parties may not have more than one visit per any twelve month period except during the existence of an Event of Default), any Subsidiary of the Borrower at any upon reasonable time and upon at least three (3) days’ prior advance notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may beBorrower, and to discuss the business, operations, properties and financial and other condition of Holdings, the Borrower or, solely during the existence of an Event of Default, any of its and their respective Subsidiaries with officers and employees of Holdings, the Borrower or such Subsidiary, as the case may be, and their respective Subsidiaries and with its their independent certified public accountants; provided that, accountants (i) excluding and the Borrower will be given the opportunity to participate in any such visits discussions with such independent certified accountants). Any such inspection shall be at the Administrative Agent’s or the Required Consent Parties’, as applicable, sole cost and inspections which occur during the continuation of expense unless an Event of DefaultDefault has occurred and is continuing at the time of such inspection, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during in which event the continuation of an Event of Default, only Borrower shall reimburse the Administrative Agent on behalf of or the Lenders may exercise rights of the Administrative Agent Required Consent Parties, as applicable for its or their reasonable, actual out-of-pocket costs and the Lenders under this Section 6.6expenses. Notwithstanding anything to the contrary in this Section 6.65.6, none of Holdings, the Borrower or, if applicable, any of the and their respective Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractorsits representatives) is prohibited by Requirements any Requirement of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. Keep proper books of records and account in which full, true and correct entries, in all material respects in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, or any Lender) Lender to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time and as often as may reasonably be desired and upon at least three (3) days’ days prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, or the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of and its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and its Subsidiaries and with its independent certified public accountants; accountants (provided thatthat with respect to Subsidiaries, (i) excluding any such visits and inspections which occur other than during the continuation existence of an Event of a Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only Borrower shall have complied with this obligation if it shall have used its commercially reasonable efforts to cause its Subsidiaries to allow the Administrative Agent on behalf of and/or the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything applicable Lender pursuant to the contrary in this Section 6.6, none foregoing terms and conditions to visit and inspect the properties of the Borrower or, if applicable, such Subsidiaries and examine and make abstracts from any of the books and records of such Subsidiaries will be required and to disclosediscuss the business, permit the inspectionoperations, examination or making copies or abstracts of, or discussion of, any document, information or properties and financial and other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect condition of which disclosure to the Administrative Agent or any Lender (or such Subsidiaries with officers and employees of such Subsidiaries and with their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work productindependent certified public accountants).

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, entries in conformity with GAAP in all material respects in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, respected shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; activities and (b) permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of its properties at which the properties, principal financial records and executive officers are located and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as often as may reasonably be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, desired and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of and its Restricted Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and its Restricted Subsidiaries and with its independent certified public accountantsaccountants (provided that the Borrower (or any of its Subsidiaries or their respective representatives) may, if it so chooses, be present at or participate in any such discussion); provided that, that (i) excluding only the Administrative Agent, on behalf of the Lenders, shall have rights under this Section 6.6, (ii) the Administrative Agent shall not exercise such rights more often than one time during any such visits and inspections which occur during the continuation of calendar year absent an Event of Default, and (z) only one such visit and inspection may be conducted during any time per calendar year and (ii) excluding any such visits and inspections during shall be at the continuation of an Event of Default, only the Administrative Agent on behalf expense of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything to the contrary in this Section 6.6Borrower; provided, none of however, that neither the Borrower or, if applicable, nor any of the Subsidiaries will Restricted Subsidiary shall be required to disclose, permit the inspection, examination disclose or making copies or abstracts of, or discussion of, provide any document, information or other matter that (i) that constitutes non-financial nonfinancial trade secrets or non-financial proprietary informationinformation of the Borrower or any of its Subsidiaries or any of their respective customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractorsrepresentatives) is prohibited by Requirements any applicable Requirement of Law or any binding agreement or Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work productproduct or (iv) in respect of which he Borrower or any Subsidiary owes confidentiality obligations to any third party (such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 6.6).

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP (or SAP as applicable) and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all material dealings and transactions in relation to its business and activitiesactivities and (b) upon reasonable prior notice, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (orwho may be accompanied by representatives of other Lenders) and, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, and examine and make abstracts from any of the books and records, of the Borrower or, solely during the existence continuance of an Event of Default, any Subsidiary Lender to (x) visit, and inspect any of the Borrower at any reasonable time and upon at least three its properties, (3y) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence continuance of an Event of Default, conduct reasonable examinations of (and, with the relevant Subsidiaryconsent of the Borrower, such consent not to be reasonably withheld, make abstracts from) any of its books and records at any reasonable time and as the case often as may be, reasonably be requested and to (z) discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6Borrower. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter It is understood that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to any information obtained by the Administrative Agent or any Lender in any visit or inspection pursuant to this Section shall be subject to the confidentiality requirements of Section 10.15, (or their respective representatives or contractorsii) is prohibited by Requirements of Law the Borrower may impose, with respect to any Lender or any binding agreement or Affiliate of any Lender reasonably deemed by the Borrower to be engaged significantly in a business which is directly competitive with any material business of the Borrower and its Subsidiaries, reasonable restrictions on access to proprietary information of the Borrower and its Subsidiaries and (iii) is subject the Lenders will coordinate their visits through the Administrative Agent with a view to attorney-client or similar privilege or constitutes attorney work productpreventing the visits provided for by this Section from becoming unreasonably burdensome to the Borrower and its Subsidiaries.

Inspection of Property; Books and Records; Discussions. Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) Lender to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as often as may reasonably be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, desired and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of Company and its Subsidiaries with officers and employees of the Borrower Company and its Subsidiaries and with its independent certified public accountants. . Promptly give notice to the Administrative Agent, with a copy for each Lender, of: the occurrence of any Default or such SubsidiaryEvent of Default; any (i) default or event of default under any Contractual Obligation of the Company or any of its Subsidiaries or (ii) litigation, investigation or proceeding which may exist at any time between the Company or any of its Subsidiaries and any Governmental Authority, which in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; any litigation or proceeding affecting the Company or any of its Subsidiaries in which the amount involved is $5,000,000 or more and not covered by insurance or in which injunctive or similar relief is sought which, if granted, could reasonably be expected to have a Material Adverse Effect; any of the following events where, individually or in the aggregate with its independent certified public accountants; provided thatany other events, the liability that could result would exceed $5,000,000, as soon as possible and in any event within 30 days after the Company knows or has reason to know thereof: (i) excluding the occurrence or expected occurrence of any such visits and inspections which occur during Reportable Event with respect to any Single Employer Plan, a failure to make any required contribution to a Plan, the continuation creation of an Event any Lien in favor of Defaultthe PBGC or a Plan or any withdrawal from, only one such visit and inspection may be conducted during or the termination, Reorganization or Insolvency of, any calendar year and Multiemployer Plan or (ii) excluding the institution of proceedings or the taking of any such visits and inspections during other action by the continuation of an Event of Default, only PBGC or the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything Company or any Commonly Controlled Entity or any Multiemployer Plan with respect to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts ofwithdrawal from, or discussion the terminating, Reorganization or Insolvency of, any documentPlan; and any development or event which could reasonably be expected to have a Material Adverse Effect. Each notice pursuant to this subsection shall be accompanied by a statement of a Responsible Officer of the Company setting forth details of the occurrence referred to therein and stating what action the Company proposes to take with respect thereto. . Comply with, information and use its best efforts to ensure compliance by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply with and maintain, and use its best efforts to ensure that all tenants and subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure permits required by applicable Environmental Laws except to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited extent that failure to do so would not be reasonably expected to have a Material Adverse Effect. Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except, in each case, to the extent that the same are being contested in good faith by Requirements appropriate proceedings and the pendency of Law or any binding agreement or (iii) is subject such proceedings could not be reasonably expected to attorney-client or similar privilege or constitutes attorney work producthave a Material Adverse Effect.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which entries which are full, true and correct entriescorrect, in all material respects respects, in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, GAAP shall be made of all material dealings and transactions in relation to its business and activities, except(b) upon the request of the Administrative Agent or the Required Lenders, participate in a meeting or conference call with the case of Requirements of Law, where Administrative Agent and the failure Lenders once during each fiscal quarter at such time as may be agreed to do so could not reasonably be expected to have a Material Adverse Effect; by the Borrower and the Administrative Agent and (c) permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and recordsrecords at any reasonable time during normal business hours and as often as may reasonably be desired (but, of the Borrower or, solely Administrative Agent may not have more than one visit per any twelve month period except during the existence of an Event of Default), any Subsidiary of the Borrower at any upon reasonable time and upon at least three (3) days’ prior advance notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may beBorrower, and to discuss the business, operations, properties and financial and other condition of Holdings, the Borrower or, solely during the existence of an Event of Default, any of its and their respective Subsidiaries with officers and employees of Holdings, the Borrower or such Subsidiary, as the case may be, and their respective Subsidiaries and with its their independent certified public accountants; provided that, accountants (i) excluding and the Borrower will be given the opportunity to participate in any such visits discussions with such independent certified accountants). Any such inspection shall be at the Administrative Agent’s sole cost and inspections which occur during the continuation of expense unless an Event of DefaultDefault has occurred and is continuing at the time of such inspection, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during in which event the continuation of an Event of Default, only Borrower shall reimburse the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent for its reasonable, actual out-of-pocket costs and the Lenders under this Section 6.6expenses. Notwithstanding anything to the contrary in this Section 6.65.6, none of Holdings, the Borrower or, if applicable, any of the and their respective Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractorsits representatives) is prohibited by Requirements any Requirement of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. Keep proper books of records and account in which full, true and correct entries, in all material respects in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, or any Lender) Lender to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time and as often as may reasonably be desired and upon at least three (3) days’ days prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, or the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of and its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and its Subsidiaries and with its independent certified public accountants; provided thataccountants (PROVIDED that with respect to Subsidiaries, (i) excluding any such visits and inspections which occur other than during the continuation existence of an Event of a Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only Borrower shall have complied with this obligation if it shall -39- have used its commercially reasonable efforts to cause its Subsidiaries to allow the Administrative Agent on behalf of and/or the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything applicable Lender pursuant to the contrary in this Section 6.6, none foregoing terms and conditions to visit and inspect the properties of the Borrower or, if applicable, such Subsidiaries and examine and make abstracts from any of the books and records of such Subsidiaries will be required and to disclosediscuss the business, permit the inspectionoperations, examination or making copies or abstracts of, or discussion of, any document, information or properties and financial and other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect condition of which disclosure to the Administrative Agent or any Lender (or such Subsidiaries with officers and employees of such Subsidiaries and with their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work productindependent certified public accountants).

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all material dealings and transactions in relation to its business and activitiesactivities and (b) subject to the Borrower’s and each Restricted Subsidiary’s internal policies for the protection and preservation of Intellectual Property or other non-financial proprietary information, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time during normal business hours and upon at least three (3) days’ prior reasonable advance notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during Group Members with the existence officers of an Event of Default, any of its Subsidiaries the Group Members and with officers and employees of their independent certified public accountants (provided that (i) the Borrower or its Subsidiaries may, at their option, have one or more employees or representatives present at any discussion with such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year accountants and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6); provided that unless an Event of Default has occurred or is continuing, only one (1) such visit in any calendar year shall be at the Borrower’s expense. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, or any of the its Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law law or any binding agreement or (iiic) is subject to attorney-client or similar privilege or constitutes attorney work product; provided that, in the event that the Borrower or a Restricted Subsidiary does not provide information in reliance on foregoing clause (b) or clause (c), such Person shall (x) if permitted by applicable law, provide written notice to the Administrative Agent that such information is being withheld pursuant to the foregoing clause (b) or clause (c), as applicable, if such notice can, in the Borrower’s good faith determination, be provided in a manner that would not result in such a violation of law or binding agreement or waiver or impairment of privilege and (y) use commercially reasonable efforts to provide such information in a manner that would not result in such a violation of law or binding agreement or waiver or impairment of privilege.

Inspection of Property; Books and Records; Discussions. Keep proper books of records and account in which full, true and correct entries, in all material respects in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, or any Lender) Lender to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time and as often as may reasonably be desired and upon at least three (3) days’ days prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, or the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of and its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and its Subsidiaries and with its independent certified public accountants (provided that, with respect to Subsidiaries, other than during the existence of a Default, the Borrower shall have complied with this obligation if it shall have used its commercially reasonable efforts to cause its Subsidiaries to allow the Administrative Agent and/or the applicable Lender pursuant to the foregoing terms and conditions to visit and inspect the properties of such Subsidiaries and examine and make abstracts from any of the books and records of such Subsidiaries and to discuss the business, operations, properties and financial and other condition of such Subsidiaries with officers and employees of such Subsidiaries and with their independent certified public accountants); provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, or any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. Keep proper books of records and account accounts in which full, true and correct entries, in all material respects entries in conformity with GAAP (or Canadian GAAP, as applicable) and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business businesses and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the permit, during regular business hours and upon reasonable notice by an Administrative Agent or any Lender (or, if such notice not to be required during the occurrence and continuance of an Event of Default has occurred and is continuingDefault), an Administrative Agent or any Lender) Lender to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, records (other than materials protected by the attorney-client privilege and materials which the Credit Parties may not disclose without violation of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower a confidentiality obligation binding upon it) at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as often as may reasonably be acceptable to desired and all at the Borrower or, solely during expense of the existence of an Event of Default, the relevant Subsidiary, as the case may beBorrowers, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Credit Parties and their Subsidiaries with directors and officers and employees of the Borrower or such Subsidiary, as the case may be, Credit Parties and their Subsidiaries and with its independent certified public accountants; provided thatprovided, (i) excluding any such visits and inspections which occur during the continuation of an Event of Defaulthowever, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Domestic Administrative Agent on behalf of the Lenders may exercise rights of conduct such visits and inspections and the Domestic Administrative Agent shall not exercise such rights more than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Lenders under this Section 6.6. Notwithstanding anything to the contrary in this Section 6.6Borrowers' expense and provided, none further, that, when an Event of the Borrower or, if applicableDefault exists, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) is prohibited by Requirements may do any of Law or the foregoing at the expense of the Borrowers at any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work producttime during normal business hours and without advance notice.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP (or SAP as applicable) and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activitiesactivities and (b) upon reasonable prior notice, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) Lender to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as often as may reasonably be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, desired and to discuss the business, operations, properties and financial and other condition of the Parent, the Borrower or, solely during the existence of an Event of Default, any of and its Subsidiaries with officers and employees of the Parent, the Borrower or and its Subsidiaries and, so long as a representative of the Borrower is present during such Subsidiarydiscussions (unless a Default has occurred and is continuing), as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter It is understood that (i) constitutes non-financial trade secrets any information obtained by any Lender in any visit or non-financial proprietary informationinspection pursuant to this Section shall be subject to the confidentiality requirements of Section 10.14, (ii) the Parent and the Borrower may impose, with respect to any Lender or any Affiliate of any Lender reasonably deemed by the Parent to be engaged significantly in respect a business which is directly competitive with any material business of which disclosure the Parent, the Borrower and its Subsidiaries, reasonable restrictions on access to proprietary information of the Parent, the Borrower and its Subsidiaries and (iii) so long as no Default shall be continuing, the Lenders will coordinate their visits through the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited with a view to preventing the visits provided for by Requirements of Law or any binding agreement or (iii) is subject this Section from becoming unreasonably burdensome to attorney-client or similar privilege or constitutes attorney work productthe Parent, the Borrower and its Subsidiaries.

Inspection of Property; Books and Records; Discussions. Keep proper books of records and account in which full, true complete and correct entries, in all material respects entries in conformity with GAAP and all material Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activitiesactivities (it being understood and agreed that certain Foreign Subsidiaries maintain individual books and records in conformity with generally accepted accounting principles in their respective countries of organization and that such maintenance shall not constitute a breach of the representations, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effectwarranties or covenants hereunder); and permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) Lender to visit and inspect any of the properties, its properties and examine and and, to the extent reasonable, make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, records and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of Company and its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, Company and its Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired and, in the case of discussions with its independent accountants, after giving the chief financial officer or treasurer of the Company a reasonable opportunity to be present; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 6.6subsection 7.6 (and representatives of any Lender may accompany the Administrative Agent on any such visit at their own expense) and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrowers’ expense (provided, further, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrowers’ at any time during normal business hours and without advance notice). Notwithstanding anything to the contrary in this Section 6.6subsection 7.6, none of the Borrower or, if applicable, Company nor any of the Subsidiaries will Subsidiary shall be required to disclose, permit the inspection, examination or making of copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary informationinformation that is not reasonably related to the actual or projected financial results or results of operations of the Company and its Subsidiaries, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements a Requirement of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP (or SAP as applicable) and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all material dealings and transactions in relation to its business and activitiesactivities and (b) upon reasonable prior notice, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (orwho may be accompanied by representatives of other Lenders) and, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, and examine and make abstracts from any of the books and records, of the Borrower or, solely during the existence continuance of an Event of Default, any Subsidiary Lender to (x) visit and inspect any of the Borrower at any reasonable time and upon at least three its properties, (3y) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence continuance of an Event of Default, conduct reasonable examinations of (and, with the relevant Subsidiaryconsent of the Borrower, such consent not to be unreasonably withheld, make abstracts from) any of its books and records at any reasonable time and as the case often as may be, reasonably be requested and to (z) discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6Borrower. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter It is understood that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to any information obtained by the Administrative Agent or any Lender in any visit or inspection pursuant to this Section 6.6 shall be subject to the confidentiality requirements of Section 10.16, (or their respective representatives or contractorsii) is prohibited by Requirements of Law the Borrower may impose, with respect to any Lender or any binding agreement or Affiliate of any Lender reasonably deemed by the Borrower to be engaged significantly in a business which is directly competitive with any material business of the Borrower and its Subsidiaries, reasonable restrictions on access to proprietary information of the Borrower and its Subsidiaries and (iii) is subject the Lenders will coordinate their visits through the Administrative Agent with a view to attorney-client or similar privilege or constitutes attorney work productpreventing the visits provided for by this Section 6.6 from becoming unreasonably burdensome to the Borrower and its Subsidiaries.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in respect of Holdings, the Company, and their respective Subsidiaries in which full, true and correct entries, entries (in all material respects when taken as a whole) in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its their business and activitiesactivities and (b) for purposes of confirming compliance with the Related Documents or after the occurrence and during the continuance of an Event of Default, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of upon reasonable notice from the Administrative Agent or the Required Purchasers, the Loan Parties will, permit the Purchasers (orand such Persons as any Purchaser may designate) during normal business hours to visit and inspect, if under the Loan Parties’ guidance, any of the properties of the Group Members, to examine all of their books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, employees and with their independent public accountants (and by this provision the Loan Parties authorize such accountants to discuss with the Purchasers (and such Persons as any Purchaser may designate) the finances and affairs of the Group Members) all at such reasonable times and as often as may be reasonably requested; provided, however, that except upon the occurrence and during the continuation of any Default or Event of Default, not more than one such visit and inspection may be conducted in any twelve month period. Prior to the occurrence of an Event of Default, the Loan Parties shall only be required to pay the costs and expenses of professionals retained by the Administrative Agent in connection with any such visit or inspection. So long as no Event of Default has occurred and is continuing, any Lender) the Loan Parties shall be obligated to visit pay all reasonable costs and inspect any of the properties, and examine and make abstracts from any of the books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of expenses incurred by the Administrative Agent and the Lenders under this Section 6.6Purchasers in connection with such visitations and inspections no more than once annually. Notwithstanding anything The Loan Parties shall receive advance notice of any proposed discussion with such accountants and shall have the right to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work productparticipate therein.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of . (b) Permit the Administrative Agent and the Lenders, or any agents or representatives thereof, from time to time during Borrower’s normal business hours, as often as may be reasonably requested and upon two Business Days notice (orexcept that, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, and examine and make abstracts from any of the books and records, of the Borrower or, solely during the existence continuance of an Event of Default, no such notice shall be required) to (i) go upon, examine, inspect and remain on the Properties of any Subsidiary Loan Party, (ii) during any such visit, inspect and verify the amount, character and condition of any of the Borrower Property of any Loan Party, (iii) during any such visit, examine and, at Borrower’s cost and expense, make copies of and abstracts from the records and books of account of any reasonable time Loan Party, and upon at least three (3iv) days’ prior notice discuss the affairs, finances and accounts of any Loan Party with any of their respective officers, directors, employees or such lesser period of time Independent Accountants, it being understood that, except as may be acceptable to otherwise stated in clause (iii) above, the Borrower or, solely during Administrative Agent and each Lender will pay the existence costs and expenses incurred by it in exercising its rights under this Section 5.7(b); provided that after the occurrence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of shall reimburse the Administrative Agent and each Lender promptly after a request therefor for the Lenders reasonable costs and expenses incurred by it in connection with the exercise of its rights under this Section 6.6. Notwithstanding anything 5.7(b). (c) Authorize the Independent Accountants of Holdings or Borrower to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure disclose to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements any and all financial statements and other information of Law any kind, as the Administrative Agent or any binding agreement Lender reasonably requests from of Holdings or (iii) is subject Borrower and which the Independent Accountants may have with respect to attorney-client the business, financial condition, results of operations or similar privilege or constitutes attorney work productother affairs of any Loan Party.

Inspection of Property; Books and Records; Discussions. Keep The Borrower shall and shall cause each other Loan Party to (a) keep proper books of records and account in which full, true and correct entries, entries are made in all material respects in conformity with all Requirements of Law and sufficient a manner so as to permit the preparation of financial statements in accordance conformity with GAAP, shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of its or such Subsidiary Guarantor’s properties that constitute part of the properties, Collateral and examine and make abstracts from any of the its books and recordsrecords relating to the Collateral upon reasonable prior notice during normal business hours and to discuss matters relating to the Collateral with officers and employees of the Borrower, and the Subsidiary Guarantors; provided, that (i) the Administrative Agent and its representatives shall not interfere with the operation and use of such properties, (ii) a representative of the Borrower oror the applicable Subsidiary Guarantor shall have the right to accompany the Administrative Agent and its representatives at all times during such visits or inspections, solely (iii) the Administrative Agent and its representatives shall comply with all safety and security requirements of the Borrower or the applicable Subsidiary Guarantor, (iv) any visit or inspection by the Administrative Agent or its representatives shall be subject to the provisions of Section 10.16 and (v) if no Event of Default has occurred and is continuing such visits, inspections, examinations and discussions shall not be required more than once in any calendar year and during the existence continuance of an Event of Default, any Subsidiary of the Borrower at any reasonable time such examinations and upon at least three (3) days’ prior notice or such lesser period of time discussions may occur as often as may reasonably be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only desired by the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to clauses (i)-(iv) above. A Loan Party shall not have any obligation to disclose materials that are protected by attorney-client privilege and materials the disclosure of which would violate confidentiality obligations or similar privilege any specified security or constitutes attorney work productother procedures of such Loan Party.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP (or SAP as applicable) and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all material dealings and transactions in relation to its business and activitiesactivities and (b) upon reasonable prior notice, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (orwho may be accompanied by representatives of other Lenders) and, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, and examine and make abstracts from any of the books and records, of the Borrower or, solely during the existence continuance of an Event of Default, any Subsidiary Lender to (x) visit and inspect any of the Borrower at any reasonable time and upon at least three its properties, (3y) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence continuance of an Event of Default, conduct reasonable examinations of (and, with the relevant Subsidiaryconsent of the Borrowers, such consent not to be reasonably withheld, make abstracts from) any of its books and records at any reasonable time and as the case often as may be, reasonably be requested and to (z) discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries Borrowers with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6Borrowers. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter It is understood that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to any information obtained by the Administrative Agent or any Lender in any visit or inspection pursuant to this Section shall be subject to the confidentiality requirements of Section 10.14, (or their respective representatives or contractorsii) is prohibited by Requirements of Law the Borrowers may impose, with respect to any Lender or any binding agreement or Affiliate of any Lender reasonably deemed by the Borrowers to be engaged significantly in a business which is directly competitive with any material business of the Borrowers and their Subsidiaries, reasonable restrictions on access to proprietary information of the Borrowers and their Subsidiaries and (iii) is subject the Lenders will coordinate their visits through the Administrative Agent with a view to attorney-client or similar privilege or constitutes attorney work productpreventing the visits provided for by this Section from becoming unreasonably burdensome to the Borrowers and their Subsidiaries.

Inspection of Property; Books and Records; Discussions. Keep proper books of records and account in which full, true and correct entries, in all material respects complete entries in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all its dealings and transactions in relation to its business businesses and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of permit, during regular business hours and upon reasonable prior notice by the Administrative Agent, the Administrative Agent (or, if an Event of Default has occurred and is continuing, which may be accompanied by any Lender) to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of records (other than materials protected by the attorney-client privilege and materials which the Borrower or, solely during the existence may not disclose without violation of an Event of Default, any Subsidiary of the Borrower a confidentiality obligation binding upon it) at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as often as may reasonably be acceptable desired (provided that 81 the number of inspections shall be limited to the Borrower or, solely during the existence of an one (1) per year if no Default or Event of Default, the relevant Subsidiary, as the case may beDefault shall have occurred during such year), and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Credit Parties and their Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, Credit Parties and their Subsidiaries and with its independent certified public accountants; provided accountants (it being acknowledged and agreed that, (i) excluding so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall be afforded the reasonable opportunity to participate in any such visits and inspections which occur during discussion), in each case at the continuation of an Borrower's expense if a Default or Event of Default, only one such visit Default shall have occurred and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work productcontinuing.

Inspection of Property; Books and Records; Discussions. Keep proper books (i) Each Loan Party shall permit any authorized representative(s) designated by the Lender to visit and inspect, whether by access to such Loan Party's MIS or otherwise, any of records such Loan Party's property, to examine, audit, check and account in which fullmake copies of such Loan Party's financial and accounting records, true books, journals, orders, receipts and correct entriesany correspondence (other than privileged correspondence with legal counsel) and other data relating to their respective businesses or the transactions contemplated hereby or referenced herein (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their management personnel and independent certified public accountants, all material respects in conformity with all Requirements of Law upon reasonable written notice and sufficient to permit the preparation of financial statements in accordance with GAAPat such reasonable times during normal business hours, shall as often as may be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (or, if requested. If an Event of Default (as defined in the Term Notes) has occurred and is continuingcontinuing and the obligations have been accelerated pursuant to the Term Notes, any each Loan Party, upon the Lender) 's request in connection with efforts to visit enforce the rights and inspect any remedies of the propertiesLender under the Term Notes and the documents securing the Term Notes, and examine and make abstracts from shall turn over copies of any of such records requested by the books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as may be acceptable Lender to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of Lender or its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and representatives. (ii) excluding All information obtained by Lender hereunder or otherwise in connection with the loans evidenced by the Term Notes except information which (a) is or becomes generally available to the public; (b) is or becomes available to Lender or its Representatives (as defined below) from a source other than Parent and its subsidiaries or its Representatives, provided such source is not known by Lender or its Representatives to be bound by a confidentiality agreement with Parent and its subsidiaries or is not otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation; or (c) is disclosed on the order of any such visits court of competent jurisdiction, shall be deemed "Confidential Information." Unless otherwise agreed to in writing by Parent, Lender agrees (a) except as required by law, to keep all Confidential Information confidential and inspections during not to disclose or reveal any Confidential Information to any person other than those employed by Lender or acting on its behalf who are actively and directly participating in matters related to the continuation of an Event of DefaultTerm Notes or who otherwise need to know the Confidential Information (including, only without limitation, accountants, attorneys, or advisors) ("Representatives") and (b) not to use Confidential Information for any purposes other than in connection with the Administrative Agent on behalf Term Notes. Lender shall inform its Representatives of the Lenders may exercise rights existence and terms of this Agreement and shall take all such steps as are used by Lender in protecting its own confidential information to assure adherence to this Agreement by its Representatives, who shall be considered agents of Lender for all purposes of this Agreement. In the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts ofevent that Lender is requested pursuant to, or discussion ofrequired by, applicable law or regulation or by legal process to disclose any documentConfidential Information, information or other matter Lender agrees that (iit will provide Parent with prompt notice of such request(s) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect to enable Parent to seek an appropriate protective order and/or waive compliance by it with the provisions of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work productthis Agreement.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, entries true and correct entries, in all material respects and in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all material dealings and transactions in relation to its business and activities. (b) Permit Agent, exceptor any agents or representatives thereof, in the case of Requirements of Lawfrom time to time during Borrower’s normal business hours, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent upon five Business Days’ notice (orexcept that, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, and examine and make abstracts from any of the books and records, of the Borrower or, solely during the existence continuance of an Event of Default, any Subsidiary of the Borrower at any reasonable time and upon at least three (3no such notice shall be required) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding go upon, examine, inspect and remain on the Properties of any Loan Party, (ii) during any such visits visit, inspect and inspections which occur verify the amount, character and condition of any of the Property of any Loan Party, (iii) during any such visit, examine and, at the Loan Parties’ cost and expense, make copies of and abstracts from the records and books of account of any Loan Party, and (iv) discuss the affairs, finances and accounts of any Loan Party with any of their respective officers, directors, employees or Independent Accountants, it being understood that, except as otherwise stated in clause (iii) above, Agent and each Lender will pay the costs and expenses incurred by it in exercising its rights under this Section 5.8(b); provided that Agent shall give the Borrower the opportunity to participate in any discussions with their Independent Accountants; provided further that after the occurrence and during the continuation of an Event of Default, only one such visit Borrower shall reimburse Agent promptly after a request therefor for the reasonable costs and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during expenses incurred by it in connection with the continuation exercise of an Event of Defaultits rights under this Section 5.8(b); provided further that, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything 5.8(b) and, unless an Event of Default shall then be continuing, Agent shall not exercise such rights more often than two (2) times during any calendar year. (c) At the request of Agent, authorize the Independent Accountants of Borrower to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required disclose to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements any and all financial statements and other information of Law any kind, as Agent or any binding agreement Lender reasonably requests, from Borrower and which the Independent Accountants may have with respect to the business, financial condition, results of operations or (iii) is subject to attorney-client or similar privilege or constitutes attorney work productother affairs of any Loan Party.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all material dealings and transactions in relation to its business and activitiesTRANSACTIONS IN RELATION TO ITS BUSINESS AND ACTIVITIES AND (B) SUBJECT TO THE BORROWER’S, exceptHOLDINGS’ AND EACH RESTRICTED SUBSIDIARY’S INTERNAL POLICIES FOR THE PROTECTION AND PRESERVATION OF INTELLECTUAL PROPERTY OR OTHER NON‑financial proprietary information, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, who may be accompanied by any Lender) Lender to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time during normal business hours and upon at least three (3) days’ prior reasonable advance notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower orGroup Members with the officers of the Group Members and with their independent certified public accountants (provided that Holdings or its Subsidiaries may, solely during the existence of at their option, have one or more employees or representatives present at any discussion with such accountants); provided that unless an Event of Default, any of its Subsidiaries with officers and employees of the Borrower Default has occurred or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Defaultis continuing, only one (1) such visit and inspection may be conducted during in any calendar year shall be at the Borrower’s expense and provided, further, that if the disclosure of any requested information would compromise any attorney-client privilege (ii) excluding any other than where waiver of such visits and inspections during privilege will not be adverse to the continuation of an Event of Default, only Borrower in the Administrative Agent on behalf good faith opinion of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything Borrower’s counsel), that has not been or will not be waived or waiver thereof will be materially adverse to the contrary in this Section 6.6Borrower, none of the Borrower shall make available redacted versions of requested documents or portions of documents that are the subject of such attorney-client privilege or, if applicableunable to do so consistent with the preservation of such attorney-client privilege, any of the Subsidiaries will be required shall endeavor in good faith otherwise to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, disclose information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure responsive to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to Agent’s requests in a manner that will protect such attorney-client or similar privilege or constitutes attorney work productprivilege.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP and all material applicable Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all material dealings and transactions in relation to its business activities and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) , upon reasonable prior notice, to visit and inspect any of the properties, its properties and examine and and, at the Borrower’s expense, make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as often as may reasonably be acceptable desired (subject to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, immediately succeeding sentence) and to discuss the business, operations, properties and financial and other condition of Holdings, the Borrower or, solely during the existence of an Event of Default, any of and its Restricted Subsidiaries with officers and employees of Holdings, the Borrower or such Subsidiary, as the case may be, and its Restricted Subsidiaries and with its their respective independent certified public accountants (subject to such accountants; provided that’ policies and procedures). Notwithstanding the foregoing, (i) excluding any such visits and inspections which occur during the continuation of an so long as no Default or Event of DefaultDefault has occurred and is continuing, such visits, inspections and examinations shall only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only by the Administrative Agent on behalf of and shall be limited to one per fiscal year plus any additional visits in connection with Lender meetings (and only one time at the Lenders may exercise rights of the Borrower’s expense). The Administrative Agent and the Lenders under this Section 6.6shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.65.6, none of Holdings, the Borrower or, if applicable, or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements any Requirement of Law or any binding agreement or (iiic) is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP (or SAP as applicable) and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all material dealings and transactions in relation to its business and activitiesactivities and (b) upon reasonable prior notice, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (orwho may be accompanied by representatives of other Lenders) and, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, and examine and make abstracts from any of the books and records, of the Borrower or, solely during the existence continuance of an Event of Default, any Subsidiary Lender to (x) visit and inspect any of the Borrower at any reasonable time and upon at least three its properties, (3y) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence continuance of an Event of Default, conduct reasonable examinations of (and, with the relevant Subsidiaryconsent of the Borrowers, such consent not to be reasonably withheld, make abstracts from) any of its books and records at any reasonable time and as the case often as may be, reasonably be requested and to (z) discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries Borrowers with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6Borrowers. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter It is understood that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to any information obtained by the Administrative Agent or any Lender in any visit or inspection pursuant to this Section shall be subject to the confidentiality requirements of Section 10.15, (or their respective representatives or contractorsii) is prohibited by Requirements of Law the Borrowers may impose, with respect to any Lender or any binding agreement or Affiliate of any Lender reasonably deemed by the Borrowers to be engaged significantly in a business which is directly competitive with any material business of the Borrowers and their Subsidiaries, reasonable restrictions on access to proprietary information of the Borrowers and their Subsidiaries and (iii) is subject the Lenders will coordinate their visits through the Administrative Agent with a view to attorney-client or similar privilege or constitutes attorney work productpreventing the visits provided for by this Section from becoming unreasonably burdensome to the Borrowers and their Subsidiaries.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account accounts in which full, true and correct entries, in all material respects entries in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) Lender upon reasonable prior written notice to visit and inspect any of its properties and examine and make abstracts from any of its books and records during customary business hours once each calendar quarter (excluding any visit by any Lender or Affiliate thereof made for purposes other than an inspection), provided that at any time after the propertiesoccurrence and during the continuance of a Default or an Event of Default, representatives of any Lender may visit and inspect any of the properties of the Group Members and examine and make abstracts from any of the books and records, records of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower Group Members at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as often as may reasonably be acceptable desired, provided, further, that the Lenders shall coordinate any such visits and inspections with the Administrative Agent and each other Lender requesting a visit or inspection in order to minimize disruption of the Borrower oroperations of the Group Members, solely during the existence (c) permit representatives of an Event of Default, the relevant Subsidiary, as the case may be, and any Lender to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries Group Members with officers and employees of the Borrower or such SubsidiaryGroup Members at any reasonable time and as often as may reasonably be desired, as (d) after any Lender has notified the case may beBorrowers in writing of its intent to do so, and permit representatives of any Lender to meet with its their independent certified public accountants; provided that, accountants no more than once per year (i) excluding other than at any such visits time after the occurrence and inspections which occur during the continuation continuance of a Default or an Event of Default during which time such representatives may meet with their independent certified public accountants at any reasonable time and as often as may reasonably be desired), and (e) cooperate with the Administrative Agent in the event that the Administrative Agent requests and conducts any appraisal of the assets of the Group Members (which shall, at any time other than after and during the continuance of a Default or an Event of Default, only one such visit be at the sole cost of the Lenders; it being understood that an appraisal that is requested after and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation continuance of a Default or an Event or Default shall not be at the cost of the Lenders in the event that such Default or Event of Default shall have been cured prior to the receipt of any invoice with respect to such appraisal); provided, further, that except upon the occurrence and during the continuance of a Default (at any time that AREP is not then a reporting company or voluntary filer under the Securities Exchange Act of 1934, as amended) or an Event of Default, only no Lender shall have the Administrative Agent on behalf of right to inspect or examine the Lenders may exercise rights of the Administrative Agent books and the Lenders under this Section 6.6. Notwithstanding anything records relating to the contrary in this Section 6.6securities held by AREP, none of the Borrower or, if applicable, AREH or any of the their Subsidiaries will be required to disclose, permit the inspection, examination (other than an AREH Subsidiary Guarantor) or making copies or make abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work productthereof.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all material dealings and transactions in relation to its business and activitiesactivities and (b) subject to the BorrowerParent’s and each Restricted Subsidiary’s internal policies for the protection and preservation of Intellectual Property or other non-financial proprietary information, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, who may be accompanied by any Lender) Lender to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time during normal business hours and upon at least three (3) days’ prior reasonable advance notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, BorrowerParent and to discuss the business, operations, properties and financial and other condition of the Borrower orGroup Members with the officers of the Group Members and with their independent certified public accountants (provided that the BorrowerParent or its Subsidiaries may, solely during the existence of at their option, have one or more employees or representatives present at any discussion with such accountants); provided that unless an Event of Default, any of its Subsidiaries with officers and employees of the Borrower Default has occurred or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Defaultis continuing, only one (1) such visit and inspection may be conducted during in any calendar year shall be conducted at the BorrowerParent’s expense and provided, further, that if the disclosure of any requested information would compromise any attorney-client privilege (ii) excluding any other than where waiver of such visits and inspections during privilege will not be adverse to the continuation of an Event of Default, only BorrowerParent in the Administrative Agent on behalf good faith opinion of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything BorrowerParent’s counsel), that has not been or will not be waived or waiver thereof will be materially adverse to the contrary in this Section 6.6BorrowerParent, none the BorrowerParent shall make available redacted versions of requested documents or portions of documents that are the Borrower subject of such attorney-client privilege or, if applicableunable to do so consistent with the preservation of such attorney-client privilege, any of the Subsidiaries will be required shall endeavor in good faith otherwise to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, disclose information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure responsive to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to Agent’s requests in a manner that will protect such attorney-client or similar privilege or constitutes attorney work productprivilege.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects in conformity with all Requirements of Law and sufficient to respects, that permit the preparation of financial statements in accordance conformity with GAAP, shall be made GAAP consistently applied in respect of all dealings material financial transactions and transactions in relation to its matters involving the material assets and business of the Group Members, taken as a whole and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lenderx) to visit and inspect any of the properties, its properties and examine and and, to the extent not unreasonably interfering with the ordinary business operations of the Group Members, make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower at any reasonable time records and upon at least three (3y) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries Group Members with officers and employees of the Borrower or such Subsidiary, as the case may be, Group Members and with its their independent certified public accountants, in each case, at reasonable times during normal business hours and with reasonable advance notice thereof; provided that, that (ia) excluding any such visits and inspections which occur except during the continuation of an Event of Default, only one such visit and inspection may per year shall be conducted during any calendar year at the Borrower’s expense, and (iib) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf or its representatives may do any of the Lenders may exercise rights foregoing at the Borrower’s expense; and provided further that representatives of the Administrative Agent Borrower or any other Group Member may be present during any such visits, discussions and the Lenders under this Section 6.6inspections. Notwithstanding the foregoing or anything to the contrary in this Section 6.6Agreement, none of Holdings, the Borrower or, if applicable, or any of the Subsidiaries Subsidiary will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts of, inspection or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender the Lenders (or their respective representatives or contractorsrepresentatives) is prohibited by Requirements Requirement of Law or any binding agreement agreement; provided that the Borrower agrees to use commercially reasonable efforts to overcome any such Requirement of Law or any binding agreement, or (iii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product; provided that in the event that the Borrower does not provide information that otherwise would be required to be provided hereunder in reliance on the exclusions in this paragraph relating to violation of any obligation of confidentiality, the Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such obligation of confidentiality).

Inspection of Property; Books and Records; Discussions. Keep proper books of records and account accounts in which full, true and correct entries, in all material respects a manner to allow financial statements to be prepared in conformity with all Requirements GAAP (or, with respect to Subsidiaries organized outside of Law and sufficient the United States, the local accounting standards applicable to permit the preparation of relevant jurisdiction; provided, that, to the extent that any such Subsidiary is permitted to prepare financial statements in accordance with GAAPdifferent local accounting standards, such Subsidiary shall continue to apply the local accounting standard applied as of the Closing Date (as such standard may be made updated or revised from time to time and, for the avoidance of all dealings doubt, with any discretions, judgments and transactions in relation to its business and activitieselections afforded by such local accounting standard, except, including any changes in the case application of Requirements such discretions, judgments and elections as such Subsidiary shall determine) except to the extent of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit changes between local accounting standards required by applicable law or regulation). 181. Permit representatives of designated by the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and recordsrecords upon reasonable notice and at such reasonable times during normal business hours (provided, that (i) such visits shall be limited to no more than one such visit per calendar year at each facility, (ii) such visits by the Administrative Agent shall be at the Administrative Agent’s expense, except in the case of the Borrower or, solely foregoing clauses (i) and (ii) during the existence continuance of an Event of DefaultDefault and (iii) such visits shall not be for the purposes set forth under Section 6.14, any Subsidiary of it being understood that Section 6.14 shall govern discussions as set forth thereunder exclusively). 182. Permit representatives designated by the Borrower at any Administrative Agent to have reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss discussions regarding the business, operations, properties and financial and other condition of the Borrower orand its Restricted Subsidiaries with officers of the Borrower and its Restricted Subsidiaries upon reasonable notice and at such reasonable times during normal business hours (provided, solely that (i) a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such discussions, (ii) such discussions shall be coordinated by the Administrative Agent, (iii) such discussions US-DOCS\123668313.8 shall be limited to no more than once per calendar year except during the existence continuance of an Event of DefaultDefault and (iv) such discussions shall not be for the purposes set forth under Section 6.14, any it being understood that Section 6.14 shall govern discussions as set forth thereunder exclusively). 183. Permit representatives of its Subsidiaries with officers the Administrative Agent to have reasonable discussions regarding the business, operations, properties and employees financial and other condition of the Borrower or such Subsidiary, as the case may be, and its Restricted Subsidiaries with its independent certified public accountants; provided thataccountants to the extent permitted by the internal policies of such independent certified public accountants upon reasonable notice and at such reasonable times during normal business hours (provided, that (i) excluding any a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such visits and inspections which occur discussions, (ii) such discussions shall be limited to no more than once per calendar year except during the continuation continuance of an Event of Default, only one such visit and inspection may be conducted during any calendar year Default and (iiiii) excluding any such visits and inspections during discussions shall not be for the continuation of an Event of Defaultpurposes set forth under Section 6.14, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this it being understood that Section 6.66.14 shall govern discussions as set forth thereunder exclusively). Notwithstanding anything to the contrary in this Section 6.66.6 or Section 6.14, none of the Borrower or, if applicable, or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion ofdiscuss, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited or restricted by Requirements of Law or any binding agreement or obligation, (iii) is subject to attorney-client or similar privilege or constitutes attorney work productproduct or (iv) constitutes classified information.

Inspection of Property; Books and Records; Discussions. (a) (i) Keep proper books of records and account in which full, true and correct entries, in all material respects in conformity with GAAP and all material applicable Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all material dealings and transactions in relation to its business activities and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (ii) permit representatives of the Administrative Agent (orAgent, if an Event of Default has occurred at reasonable business times and is continuingupon reasonable prior notice, any Lender) to visit and inspect any of the properties, its properties and examine and, at the Borrowers’ expense, and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time records as often as may reasonably be acceptable desired (subject to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, immediately succeeding sentence) and to discuss the business, operations, properties and financial and other condition of Parent, the ABL Administrative Borrower orand its Restricted Subsidiaries with officers and employees of Parent, solely the ABL Administrative Borrower and its Restricted Subsidiaries and with their respective independent certified public accountants (subject to such accountants’ policies and procedures). Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing (in which case there shall be no limits on such visits, inspections and examinations) such visits, inspections and examinations shall be limited to two per fiscal year (and, (x) so long as no Event of Default has occurred and is continuing, only one time at the Borrowers’ expense and (y) following the occurrence and during the existence continuance of an Event of Default, any not more than two times at the Borrowers’ expense); provided, however, that unless an Event of its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided thatDefault exists, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may for environmental matters shall be conducted during any calendar limited to no more than once per fiscal year and (ii) excluding any at all times such visits inspections for environmental matters shall be limited to non-intrusive and inspections during the continuation of an Event of Default, only the non-invasive visual observations. The Administrative Agent on behalf of shall give the Lenders may exercise rights of ABL Administrative Borrower the opportunity to participate in any discussions with the ABL Administrative Agent and the Lenders under this Section 6.6Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.65.6, none of Parent, the ABL Administrative Borrower or, if applicable, or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements any Requirement of Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product. (b) At the Administrative Agent’s discretion, no more frequently than once per fiscal year, the Loan Parties will, at their expense and upon the Administrative Agent’s request, permit any Persons designated by the Administrative Agent and reasonably satisfactory to the ABL Administrative Borrower to conduct a field examination and an inventory appraisal, in each case with respect to Collateral contained in the Borrowing Bases, at a reasonable business time and upon reasonable prior notice to the ABL Administrative Borrower, and with respect to such inventory appraisal, to be conducted by an Acceptable Appraiser. The Loan Parties will reasonably cooperate with the Administrative Agent and such Persons in the conduct of such field examination and inventory appraisal. The Administrative Agent shall provide a copy of any field examination and/or inventory appraisal prepared after the Closing Date to any Lender upon such Lender’s request. Notwithstanding the foregoing, (a) if Availability has been less than the greater of 20% of the Line Cap and $20,000,000 for a period of five consecutive Business Days at any time in any fiscal year, one additional field examination and one additional inventory appraisal will be permitted in such fiscal year, and (b) at any time during the continuance of a Specified Event of Default, additional field examinations and inventory appraisals shall be permitted at the request of the Administrative Agent, in each case at the Borrowers’ expense. The Administrative Agent shall have the right, but not the obligation, from time to time at the ABL Administrative Borrower’s request and expense, to periodically update the inventory appraisal. With respect to each inventory appraisal made pursuant to this Section 5.6(b), (i) the Administrative Agent and the Loan Parties will each be given a reasonable amount of time to review and comment on a draft form of the inventory appraisal prior to its finalization and (ii) any adjustments to the Net Orderly Liquidation Value or the Borrowing Bases hereunder as a result of such inventory appraisal shall be reflected in the Borrowing Base Certificate delivered immediately succeeding such inventory appraisal.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all material financial dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) Lender to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and recordsrecords upon reasonable notice and at such reasonable times during normal business hours (provided that (i) such visits shall be coordinated by the Administrative Agent, (ii) such visits shall be limited to no more than one such visit per calendar year, and (iii) such visits by any Lender shall be at the Lender’s expense, except in the case of the Borrower or, solely foregoing clauses (ii) and (iii) during the existence continuance of an Event of Default), (c) permit representatives of any Subsidiary of the Borrower at any Lender to have reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss discussions regarding the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of and its Restricted Subsidiaries with officers and employees of the Borrower or and its Restricted Subsidiaries (provided that (i) a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such Subsidiarydiscussions, as (ii) such discussions shall be coordinated by the case may beAdministrative Agent, and (iii) such discussions shall be limited to no more than once per calendar quarter except during the continuance of an Event of Default) and (d) permit representatives of the Administrative Agent to have reasonable discussions regarding the business, operations, properties and financial and other condition of the Borrower and its Restricted Subsidiaries with its independent certified public accountants; accountants to the extent permitted by the internal policies of such independent certified public accountants (provided that, that (i) excluding any a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such visits discussions and inspections which occur (ii) such discussions shall be limited to no more than once per calendar year except during the continuation continuance of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6). Notwithstanding anything to the contrary in this Section 6.6, none of Holdings, the Borrower or, if applicable, or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or agreement, (iii) is subject to attorney-client or similar privilege or constitutes attorney work productproduct or (iv) constitutes classified information.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities. (b) Permit Agent, exceptArranger or any of their respective agents or representatives thereof, in from time to time to (i) go upon, examine, inspect and remain on the case Properties of Requirements any Loan Party, (ii) during any such visit, inspect and verify the amount, character and condition of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the propertiesProperty of any Loan Party, and (iii) during any such visit, examine and make copies of and abstracts from the records and books of account of any Loan Party, and (iv) discuss the affairs, finances and accounts of any Loan Party with any of their respective officers, directors, employees, Independent Accountants or Petroleum Engineers; provided, that except as otherwise stated in clause (iii) above, Agent or Arranger will pay the books costs and recordsexpenses incurred by it in exercising its rights under this Section 5.8(b); provided, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) that excluding any such visits and inspections during the continuation of an Event of Default, Default (i) only the Administrative Agent or Arranger on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.65.8(b), and (ii) only one such visit shall be at Borrower’s expense; provided, further, that during the continuance of an Event of Default, Agent, Arranger (or any of their respective representatives) or any representative of the Required Lenders may do any of the foregoing at the expense of Borrower at any time during normal business hours and upon reasonable advance notice. Agent and the Required Lenders shall give Borrower the opportunity to participate in any discussions with ▇▇▇▇▇▇▇▇’s Independent Accountants. Notwithstanding anything to the contrary in this Section 6.65.8(b), none of the neither Borrower or, if applicable, nor any of the Subsidiaries Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractorsrepresentatives) is prohibited by Requirements any Requirement of Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product. (c) Authorize the Independent Accountants of Borrower to disclose to Agent or any Lender any and all financial statements and other information of any kind, as Agent or any Lender reasonably requests, from Borrower and which the Independent Accountants may have with respect to the business, financial condition, results of operations or other affairs of any Loan Party and (ii) to disclose and provide copies of the Independent Accountants’ work papers and other information pertaining the preparation by it of the consolidated financial statements of Borrower to any accounting firm or financial service consultant retained by an Agent or any Lender and identified to Borrower for purposes reviewing the books, records and financial statements of the Loan Parties. (d) Authorize the Petroleum Engineers of Borrower to discuss with Agent or any Lender any and all Reserve Reports and the preparation thereof by such Petroleum Engineers.

Inspection of Property; Books and Records; Discussions. Keep proper Itself and cause each of its Subsidiaries to: (1) keep books of records record and account in which full, true and correct entries, in all material respects entries in conformity with GAAP and all Requirements of Law Law, the failure to comply with which could have a Material Adverse Effect on the business, operations, assets or financial or other condition of the Company or the Company and sufficient to permit the preparation of financial statements in accordance with GAAP, its Subsidiaries taken as a whole shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, or any Lender) Lender to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as often as may reasonably be acceptable to desired by the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, Agent or any Lender and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, Company and any of its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, parties and with its their independent certified public accountants. (2) cooperate with the Agent, the Lenders, their agents and representatives and provide such access as the Agent, any Lender or any of their agents or representatives may reasonably request in connection with collateral and field audits and other examinations of property, books and records, and pay, on demand, whether in advance or in arrears, the costs and expenses associated any such collateral or field audits by the Agent; provided that, so long as no Event of Default or Potential Default has occurred and is continuing, the Company shall be under no duty to pay costs and expenses associated with more than one field audit in any 12 month period. (i3) excluding if the Agent provides to any Lender or the Company a copy of any such visits field audit or examination report (each a “Report” and inspections which occur during collectively, “Reports”) prepared by or at the continuation request of an Event of DefaultAgent, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf each of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter Company expressly agrees and acknowledges that (i) constitutes non-financial trade secrets Agent does not make any representation or non-financial proprietary informationwarranty as to the accuracy of any Report, and shall not be liable for any information contained in any Report, (ii) in respect of which disclosure to expressly agrees and acknowledges that the Administrative Reports are not comprehensive audits or examinations, that Agent or other party performing any Lender (audit or their respective representatives or contractors) is prohibited by Requirements examination will inspect only specific information and will rely significantly upon the books and records of Law or any binding agreement or others, as well as on representations of such Person’s personnel, (iii) is subject agrees to attorneykeep all Reports and other material, non-client or similar privilege or constitutes attorney work productpublic information regarding the Credit Parties and their respective Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with this Agreement.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries and made in a manner to allow financial statements to be prepared in conformity with GAAP and all material applicable Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of which reflect all material dealings and transactions in relation to its business activities and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) , upon reasonable prior notice and during normal business hours, to visit and inspect any of the properties, its properties and examine and and, at the Borrower’s reasonable expense, make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as often as may reasonably be acceptable desired (subject to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, immediately succeeding sentence) and to discuss the business, operations, properties and financial and other condition of Holdings and the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries Group Members with officers and employees of Holdings and the Borrower or such Subsidiary, as the case may be, Group Members and with its their respective independent certified public accountants (subject to such accountants; provided that’ policies and procedures). Notwithstanding the foregoing, (i) excluding any such visits and inspections which occur during the continuation of an so long as no Event of DefaultDefault has occurred and is continuing, such visits, inspections and examinations shall only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only by the Administrative Agent on behalf of the Lenders may exercise rights of the and shall be limited to one per Fiscal Year. The Administrative Agent and the Lenders under this Section 6.6shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.65.6, none of the Borrower or, if applicable, neither Holdings nor any of the Subsidiaries Group Member will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements any Requirement of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product. For the avoidance of doubt, this Section 5.6 does not govern field examinations or inventory appraisals, which are governed by Section 5.2(d) and no inspections, pursuant to this Section 5.6 shall be duplicative of any visits pursuant to Section 5.2(d).

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; activities and (b) permit representatives and independent contractors of the Administrative Agent and any Lender, subject to reasonable advance notice (orprovided, that no notice shall be required if an Event of Default has occurred and is continuing) and during normal business hours, any Lender) to visit and inspect any of the propertiesits properties and to audit, and examine examine, copy and make abstracts from any of the its books and recordsrecords (including ledgers, of federal and state tax returns, records regarding assets or liabilities, the Borrower orCollateral, solely during the existence of an Event of Defaultbusiness operations or financial condition, and all computer programs or storage or any Subsidiary of the Borrower at any reasonable time and upon at least three (3equipment containing such information) days’ prior notice or such lesser period of time as often as may reasonably be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, desired and to discuss the business, operations, properties and financial and other condition of the Borrower orGroup Members with officers, solely during the existence of an Event of Default, any of its Subsidiaries with officers directors and employees of the Borrower or such Subsidiary, as the case may be, Group Members and with its their independent certified public accountants subject to such accountants customary policies and procedures (it being understood that a representative of the Borrower is allowed to be present in any discussions with officers, employees, agent, advisors and independent accountants; provided that). No such inspection or visit shall unduly interfere with the business or operations of any Group Member, nor result in any damage to the property or other Collateral, and each such inspection shall (iabsent a continuing Default or Event of Default) excluding any be subject to reasonable coordination with, the applicable Group Member. Unless an Event of Default has occurred and is continuing (in which case such visits and inspections which shall occur during at the continuation of an Event of DefaultBorrower’s expense as often as the Administrative Agent shall reasonably determine is necessary), only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during at the continuation of an Event of Default, only Borrower’s expense shall not be undertaken more frequently than once per year. In the Administrative Agent on behalf of Agent’s sole discretion, the Lenders may exercise rights representatives and independent contractors of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything to the contrary in this Section 6.6, none any Lender may conduct additional visits and inspections of the Borrower or, if applicable, any of Group Members’ properties more frequently at the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work productLenders’ expense.

Inspection of Property; Books and Records; Discussions. Keep proper books Permit Agent and each Lender, through their authorized attorneys, accountants and representatives: (a) to examine Company's and each Subsidiary's accounts, records, ledgers and assets and properties of records every kind and account in which fulldescription wherever located at all reasonable times during normal business hours, true and correct entries, in all material respects in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (upon written or, if consented to by the Company, oral request of Agent or such Lender; (b) at any time and from time to time, at the request of the Agent or the Majority Lenders, to conduct full or partial collateral audits of the Company and its Subsidiaries to be completed by an appraiser as may be selected by the Agent, with all reasonable costs and expenses, (i) prior to the occurrence or continuance of any Default or Event of Default, of no more than two full collateral audits (to include accounts receivable and inventory) per fiscal year to be reimbursed by the Company and (ii) after the occurrence and during the continuance of any Default or Event of Default, of all audits to be reimbursed by the Company; and (c) so long as no Default or Event of Default has occurred and is continuing, upon the written or oral request (given at reasonable times and intervals) of the Agent or such Lender, and if a Default or Event of Default has occurred and is continuing, then at any Lender) time permit Agent and each Lender or their authorized representatives, to visit and inspect any all of the propertiestheir respective offices, and examine and make abstracts from any of the books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and their respective financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries matters with their respective officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; , and, by this provision, Company authorizes such accountants to discuss the finances and affairs of Company and it Subsidiaries (provided thatthat Company is given an opportunity to participate in such discussions) and examine any of its or their books and other corporate records. Notwithstanding the foregoing, (i) excluding any such visits and inspections which occur during all information furnished to the continuation of an Event of Default, only one such visit and inspection may Agent or the Lenders hereunder shall be conducted during any calendar year and (ii) excluding any such visits and inspections during subject to the continuation of an Event of Default, only the Administrative Agent on behalf undertaking of the Lenders may exercise rights of the Administrative Agent and the Lenders under this set forth in Section 6.6. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product14.12 hereof.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which entries which are full, true and correct entries, in all material respects and in conformity with GAAP and all applicable material Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, or any Lender) Lender to visit and inspect any of the properties, its material properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time and time, upon at least three (3) days’ reasonable prior written notice or such lesser period of time as may be acceptable delivered to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, and as the case often as may be, reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries Group Members with officers and employees of the Borrower or such Subsidiary, as the case may be, Group Members and with its their independent certified public accountantsaccountant; provided thatprovided, (i) excluding any however, that all such visits inspections shall be coordinated by the Lenders and inspections which occur during the continuation of an Event of DefaultAdministrative Agent, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only by the Administrative Agent on behalf with the Borrower in order to minimize disruption of the Lenders may exercise rights Group Members’ business, and so long as no Event of Default has occurred and is continuing, such inspections shall be limited to two per Fiscal Year, and (c) the Borrower shall participate (in either case, represented by senior management and representatives, with appropriate seniority and expertise) in a quarterly update call to discuss the most recently delivered financial statements, recent changes in revenues and the sources relating thereto and the prospects of the Borrower and its Restricted Subsidiaries, with the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything to participating Lenders, within 10 Business Days (or such earlier or later date as may be agreed by the contrary Administrative Agent, in this Section 6.6, none of its sole discretion) from the Borrower or, if applicable, any of date that the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure Compliance Certificates are delivered to the Administrative Agent or any Lender Agent, pursuant to Section 6.2(a), at a reasonable time (or their respective representatives or contractorsduring business hours) is prohibited to be agreed between Borrower and the Administrative Agent; provided that the obligation in this clause (c) can be satisfied by Requirements of Law or any binding agreement or (iii) is subject inviting the Lenders to attorney-client or similar privilege or constitutes attorney work productparticipate in the Borrower’s quarterly earnings calls.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP (or SAP as applicable) and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all material dealings and transactions in relation to its business and activitiesactivities and (b) upon reasonable prior notice, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (orwho may be accompanied by representatives of other Lenders) and, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, and examine and make abstracts from any of the books and records, of the Borrower or, solely during the existence continuance of an Event of Default, any Subsidiary Lender to (x) visit and inspect any of the Borrower at any reasonable time and upon at least three its properties, (3y) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence continuance of an Event of Default, conduct reasonable examinations of (and, with the relevant Subsidiaryconsent of the Borrowers, such consent not to be unreasonably withheld, make abstracts from) any of its books and records at any reasonable time and as the case often as may be, reasonably be requested and to (z) discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries Borrowers with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6Borrowers. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter It is understood that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to any information obtained by the Administrative Agent or any Lender in any visit or inspection pursuant to this Section 6.6 shall be subject to the confidentiality requirements of Section 10.16, (or their respective representatives or contractorsii) is prohibited by Requirements of Law the Borrowers may impose, with respect to any Lender or any binding agreement or Affiliate of any Lender reasonably deemed by the Borrowers to be engaged significantly in a business which is directly competitive with any material business of the Borrowers and their Subsidiaries, reasonable restrictions on access to proprietary information of the Borrowers and their Subsidiaries and (iii) is subject the Lenders will coordinate their visits through the Administrative Agent with a view to attorney-client or similar privilege or constitutes attorney work productpreventing the visits provided for by this Section 6.6 from becoming unreasonably burdensome to the Borrowers and their Subsidiaries.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with all Requirements of Law GAAP (it being understood and sufficient to permit the agreed that any Foreign Subsidiary may maintain additional individual books and records in a manner that permits preparation of its financial statements in accordance with GAAPthe generally accepted accounting principles that are applicable in its jurisdiction of organization and that such maintenance shall not constitute a breach of the representations, shall be made of all dealings warranties or covenants hereunder) and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, or any Lender) Lender to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as often as may reasonably be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, desired and to discuss the business, operations, properties and financial and other condition of the Borrower orGroup Members with officers and employees of the Group Members and with their independent certified public accountants (subject to such accountants’ customary policies and procedures), solely all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrowers; provided that, absent the existence of an Event of Default, any of its Subsidiaries with officers and employees only the expenses of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only Administrative Agent for one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during shall be at the continuation of Borrowers’ expense; provided, further, that when an Event of DefaultDefault exists, only the Administrative Agent on behalf (or any of its respective representatives or independent contractors) and the Lenders may exercise rights do any of the foregoing at the expense of the Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders under this Section 6.6shall give the Borrowers the opportunity to participate in any discussions with the Borrowers’ independent public accountants. Notwithstanding anything to the contrary in this Section 6.6, none of the Holdings, either Borrower or, if applicable, or any of the their respective Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law law or any binding agreement or (iiic) is subject to attorney-client or similar privilege or constitutes attorney work product; provided that, to the extent legally permissible, the Borrowers shall notify the Administrative Agent that any such document, information or other matter is being withheld pursuant to clauses (a), (b) or (c) of this Section 6.6 and shall use commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate such restrictions and to eliminate such restrictions.

Inspection of Property; Books and Records; Discussions. Keep (i) In the case of the Parent Borrower, keep proper books of and records and account in which full, true and correct entries, in all material respects a manner to allow financial statements to be prepared in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements GAAP consistently applied in accordance with GAAP, shall be made respect of all dealings material financial transactions and transactions in relation to matters involving the material assets and business of the Parent Borrower and its business and activitiesRestricted Subsidiaries, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have taken as a Material Adverse Effectwhole; and (ii) permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, its properties and examine and and, to the extent reasonable, make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, records and to discuss the business, operations, properties and financial and other condition of the Parent Borrower or, solely during the existence of an Event of Default, any of and its Restricted Subsidiaries with officers and employees of the Parent Borrower or such Subsidiary, as the case may be, and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice; provided that, that (ia) excluding any such visits and inspections which occur except during the continuation of an Event of Default, only one such visit and inspection may per year shall be conducted during any calendar year at the Parent Borrower’s expense, and (iib) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf or its representatives may do any of the Lenders may exercise rights foregoing at the Parent Borrower’s expense; and provided, further, that representatives of the Borrower Representative may be present during any such visits, discussions and inspections. Each Borrower shall keep records of its Inventory in a manner to allow the Borrowing Base Certificate to be prepared in accordance with this Agreement. Upon the Administrative Agent Agent’s reasonable request, the Parent Borrower will provide a summary inventory report (based on its customary methodology and, in form and substance, as prepared for its internal purposes) no more than once per year and at a time prepared by the Lenders under this Section 6.6Parent Borrower for its internal purposes in its ordinary course of business. Notwithstanding anything to the contrary in Subsection 7.2(g) or in this Section 6.6Subsection 7.6, none of the Parent Borrower or, if applicable, or any of the Subsidiaries Restricted Subsidiary will be required to disclose, or permit the inspection, examination or making copies or abstracts of, inspection or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender the Lenders (or their respective representatives or contractorsrepresentatives) is prohibited by Requirements of Law or any binding agreement or (iii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product. (b) At reasonable times during normal business hours and upon reasonable prior notice that the Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Restricted Subsidiaries will grant access to the Administrative Agent (including employees of the Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to such Person’s premises, books, records, accounts and Inventory so that (i) the Administrative Agent or an appraiser retained by the Administrative Agent may conduct an Inventory appraisal and (ii) the Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the Administrative Agent may deem reasonably necessary or appropriate, including evaluation of the Parent Borrower’s practices in the computation of the Borrowing Base. Unless an Event of Default exists, or if previously approved by the Borrower Representative, no environmental assessment by the Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. The Administrative Agent may conduct one field examination and one Inventory appraisal in any calendar year that Excess Availability has not been less than 12.5% of Availability for a period of 10 consecutive Business Days during such calendar year, and the Administrative Agent may conduct in any calendar year, at the Loan Parties’ expense, up to two field examinations and two Inventory appraisals if Excess Availability falls below 12.5% of Availability for 10 consecutive Business Days at any time in such calendar year. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuance of any Event of Default the Administrative Agent may cause such additional field examinations and Inventory appraisals to be taken for each of the Loan Parties as the Administrative Agent in its reasonable discretion determines are necessary or appropriate (each, at the expense of the Loan Parties). All amounts chargeable to the applicable Borrowers under this Subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder. Notwithstanding the foregoing, the Borrower Representative may at any time, in its sole discretion, instruct the Administrative Agent in writing to suspend the inclusion of any Eligible Inventory in the Borrowing Base and from and after any such suspension the Administrative Agent may not conduct any Inventory appraisals. Following any such suspension, at any time the Borrower Representative may instruct the Administrative Agent in writing to terminate such suspension period and include Eligible Inventory in the Borrowing Base on the conditions and terms set forth herein, provided that the Administrative Agent has the right to conduct an Inventory appraisal prior to including any Eligible Inventory in the Borrowing Base.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, entries in all material respects in conformity with all Requirements of Law GAAP (it being understood and sufficient to permit the agreed that any Foreign Subsidiary may maintain additional individual books and records in a manner that permits preparation of its financial statements in accordance with GAAPthe generally accepted accounting principles that are applicable in its jurisdiction of organization and that such maintenance shall not constitute a breach of the representations, shall be made of all dealings warranties or covenants hereunder) and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, or any Lender) Lender to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as often as may reasonably be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, desired and to discuss the business, operations, properties and financial and other condition of the Borrower orGroup Members with officers and employees of the Group Members and with their independent certified public accountants (subject to such accountants’ customary policies and procedures), solely all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, that absent the existence of an Event of Default, any of its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during shall be at the continuation sole expense of the Lenders; provided, further, that when an Event of DefaultDefault exists, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf (or any of its respective representatives or independent contractors) and the Lenders may exercise rights do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders under this Section 6.6shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law applicable law or any binding agreement or (iiic) is subject to attorney-client or similar privilege or constitutes attorney work product; provided, that to the extent legally permissible, the Borrower shall notify the Administrative Agent that any such document, information or other matter is being withheld pursuant to clauses (a), (b) or (c) of this Section 6.6 and shall use commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate such restrictions and to eliminate such restrictions.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities. (b) Permit Agent and the Lenders, exceptor any agents or representatives thereof, in the case of Requirements of Lawfrom time to time during Borrower’s normal business hours, where the failure to do so could not as often as may be reasonably be expected to have a Material Adverse Effect; requested and permit representatives of the Administrative Agent upon two Business Days notice (orexcept that, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, and examine and make abstracts from any of the books and records, of the Borrower or, solely during the existence continuance of an Event of Default, any Subsidiary of the Borrower at any reasonable time and upon at least three (3no such notice shall be required) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding go upon, examine, inspect and remain on the Properties of any Loan Party, (ii) during any such visits visit, inspect and inspections which occur verify the amount, character and condition of any of the Property of any Loan Party, (iii) during any such visit, examine and, at Borrower’s cost and expense, make copies of and abstracts from the records and books of account of any Loan Party, and (iv) discuss the affairs, finances and accounts of any Loan Party with any of their respective officers, directors, employees, Independent Accountants or Petroleum Engineers, it being understood that, except as otherwise stated in clause (iii) above, Agent and each Lender will pay the costs and expenses incurred by it in exercising its rights under this Section 5.8(b); provided that after the occurrence and during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Borrower shall reimburse Agent and each Lender promptly after a request therefor for the Lenders reasonable costs and expenses incurred by it in connection with the exercise of its rights under this Section 6.6. Notwithstanding anything 5.8(b). (c) Authorize the Independent Accountants of Borrower to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required disclose to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements any and all financial statements and other information of Law any kind, as Agent or any binding agreement Lender reasonably requests, from Borrower and which the Independent Accountants may have with respect to the business, financial condition, results of operations or (iii) is subject to attorney-client or similar privilege or constitutes attorney work productother affairs of any Loan Party.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, entries in conformity with GAAP in all material respects in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, respected shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; activities and (b) permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of its properties at which the properties, principal financial records and executive officers are located and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as often as may reasonably be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, desired and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of and its Restricted Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and its Restricted Subsidiaries and with its independent certified public accountantsaccountants (provided that the Borrower (or any of its Subsidiaries or their respective representatives) may, if it so chooses, be present at or participate in any such discussion); provided that, that (i) excluding only the Administrative Agent, on behalf of the Lenders, shall have rights under this Section 6.6, (ii) the Administrative Agent shall not exercise such rights more often than one time during any such visits and inspections which occur during the continuation of calendar year absent an Event of Default, and (z) only one such visit and inspection may be conducted during any time per calendar year and (ii) excluding any such visits and inspections during shall be at the continuation of an Event of Default, only the Administrative Agent on behalf expense of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything to the contrary in this Section 6.6Borrower; provided, none of however, that neither the Borrower or, if applicable, nor any of the Subsidiaries will Restricted Subsidiary shall be required to disclose, permit the inspection, examination disclose or making copies or abstracts of, or discussion of, provide any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary informationinformation of the Borrower or any of its Subsidiaries or any of their respective customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractorsrepresentatives) is prohibited by Requirements any applicable Requirement of Law or any binding agreement or Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work productproduct or (iv) in respect of which he Borrower or any Subsidiary owes confidentiality obligations to any third party (such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 6.6).

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities. (b) Permit Agent or any of their respective agents or representatives thereof, exceptfrom time to time to (i) go upon, in examine, inspect and remain on the case Properties of Requirements any Loan Party, (ii) during any such visit, inspect and verify the amount, character and condition of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the propertiesProperty of any Loan Party, and (iii) during any such visit, examine and make copies of and abstracts from the records and books of account of any Loan Party, and (iv) discuss the affairs, finances and accounts of any Loan Party with any of their respective officers, directors, employees, Independent Accountants or Petroleum Engineers; provided, that except as otherwise stated in clause (iii) above, Agent will pay the books costs and recordsexpenses incurred by it in exercising its rights under this Section 5.8(b); provided, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) that excluding any such visits and inspections during the continuation of an Event of Default, Default (i) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.65.8(b), and (ii) only one such visit shall be at Borrower’s expense; provided, further, that during the continuance of an Event of Default, Agent (or any of its representatives) or any representative of the Required Lenders may do any of the foregoing at the expense of Borrower at any time during normal business hours and upon reasonable advance notice. Agent and the Required Lenders shall give Borrower the opportunity to participate in any discussions with ▇▇▇▇▇▇▇▇’s Independent Accountants. Notwithstanding anything to the contrary in this Section 6.65.8(b), none of the neither Borrower or, if applicable, nor any of the Subsidiaries Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractorsrepresentatives) is prohibited by Requirements any Requirement of Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product. (c) Authorize the Independent Accountants of Borrower to disclose to Agent or any Lender any and all financial statements and other information of any kind, as Agent or any Lender reasonably requests, from Borrower and which the Independent Accountants may have with respect to the business, financial condition, results of operations or other affairs of any Loan Party and (ii) to disclose and provide copies of the Independent Accountants’ work papers and other information pertaining the preparation by it of the consolidated financial statements of Borrower to any accounting firm or financial service consultant retained by an Agent or any Lender and identified to Borrower for purposes reviewing the books, records and financial statements of the Loan Parties. (d) Authorize the Petroleum Engineers of Borrower to discuss with Agent or any Lender any and all Reserve Reports and the preparation thereof by such Petroleum Engineers.

Inspection of Property; Books and Records; Discussions. Keep proper books of records and account in which full, true and correct entries, in all material respects in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (or, if an Event on its own behalf or on behalf of Default has occurred and is continuing, any Lenderthe Lenders) to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time and as often as may reasonably be desired and upon at least three (3) days’ days prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, or the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of and its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and its Subsidiaries and with its independent certified public accountants; accountants (provided thatthat with respect to Subsidiaries, (i) excluding any such visits and inspections which occur other than during the continuation existence of an Event of a Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only Borrower shall have complied with this obligation if it shall have used its commercially reasonable efforts to cause its Subsidiaries to allow the Administrative Agent (on its own behalf or on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything Lenders) pursuant to the contrary in this Section 6.6, none foregoing terms and conditions to visit and inspect the properties of the Borrower or, if applicable, such Subsidiaries and examine and make abstracts from any of the books and records of such Subsidiaries will be required and to disclosediscuss the business, permit the inspectionoperations, examination or making copies or abstracts of, or discussion of, any document, information or properties and financial and other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect condition of which disclosure to the Administrative Agent or any Lender (or such Subsidiaries with officers and employees of such Subsidiaries and with their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work productindependent certified public accountants).

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entriescorrect, in all material respects respects, entries shall be made of all material dealings and transactions involving its business and activities in conformity with all Requirements of Law and sufficient to permit a manner that permits the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities, except, GAAP or the equivalent accounting principles in the case relevant local jurisdiction (it being understood and agreed that certain Group Members may maintain individual books and records in conformity with generally accepted accounting principles in their respective countries of Requirements organization and that such maintenance shall not constitute a breach of Lawthe representations, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; warranties or covenants hereunder) and (b) permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, or any Lender) Lender to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time during normal business hours and upon at least three (3) days’ prior notice or such lesser period of time as often as may reasonably be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, desired and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries Group Members with officers and employees of the Borrower or such Subsidiary, as the case may be, Group Members and with its their independent certified public accountantsaccountants upon reasonable advance notice to the Borrower and the applicable Group Members; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.66.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year absent the existence of an Event of Default and only at such time shall it be at the Borrower’s expense; provided, further, (i) that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (ii) the Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.6, none of Holdings, the Borrower or, if applicable, nor any of the Subsidiaries will Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work productprivilege.

Inspection of Property; Books and Records; Discussions. Keep proper books of records and account in which entries which are full, true and correct entriescorrect, in all material respects respects, in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, GAAP shall be made of all material dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit . Permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) Issuing Bank to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of records at any reasonable time during normal business hours and as often as may reasonably be desired (but the Borrower or, solely Issuing Bank may not have more than one visit per any twelve month period except during the existence of an Event of Default), any Subsidiary of the Borrower at any upon reasonable time and upon at least three (3) days’ prior advance notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may beBorrower, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during and the existence of an Event of Default, any of its Borrower’s Restricted Subsidiaries with officers and employees of the Borrower or such Subsidiary, as and the case may be, Borrower’s Restricted Subsidiaries and with its their independent certified public accountants; provided that, accountants (i) excluding and the Borrower will be given the opportunity to participate in any such visits and inspections which occur during the continuation of an discussions with such independent certified accountants). So long as no Event of DefaultDefault has occurred and is continuing at the time of such inspection, only the Borrower shall not bear the cost of more than one such visit and inspection may be conducted during any per calendar year and by the Issuing Bank (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6or its representatives). Notwithstanding anything to the contrary in this Section 6.65.6, none of the Borrower or, if applicable, any of the and its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-non- financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender Issuing Bank (or their respective representatives or contractorsits representatives) is prohibited by Requirements any Requirement of Law or any binding agreement (provided that, with respect to any prohibition by any binding agreement, the Borrower shall attempt to obtain consent to such disclosure if requested by the Issuing Bank or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects in conformity with GAAP and all material applicable Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all material dealings and transactions in relation to its business activities and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) permit representatives of the Administrative Agent (orAgent, if an Event of Default has occurred at reasonable business times and is continuingupon reasonable prior notice, any Lender) to visit and inspect any of the properties, its properties and examine and, at the Borrower’s expense, and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time records as often as may reasonably be acceptable desired (subject to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, immediately succeeding sentence) and to discuss the business, operations, properties and financial and other condition of Parent, the Borrower orand its Restricted Subsidiaries with officers and employees of Parent, solely the Borrower and its Restricted Subsidiaries and with their respective independent certified public accountants (subject to such accountants’ policies and procedures). Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing (in which case there shall be no limits on such visits, inspections and examinations) such visits, inspections and examinations shall be limited to two per fiscal year (and, (x) so long as no Event of Default has occurred and is continuing, only one time at the Borrower’s expense and (y) following the occurrence and during the existence continuance of an Event of Default, any not more than two times at the Borrower’s expense); provided, however, that unless an Event of its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided thatDefault exists, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may for environmental matters shall be conducted during any calendar limited to no more than once per fiscal year and (ii) excluding any at all times such visits inspections for environmental matters shall be limited to non-intrusive and inspections during the continuation of an Event of Default, only the non-invasive visual observations. The Administrative Agent on behalf of shall give the Lenders may exercise rights of Borrower the Administrative Agent and opportunity to participate in any discussions with the Lenders under this Section 6.6Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.65.6, none of Parent, the Borrower or, if applicable, or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements any Requirement of Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects in conformity with as required by GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAPLaw, shall be made of all dealings and transactions in relation to its business and activitiesactivities and (b) permit any representatives designated by the Administrative Agent or any Lender, exceptupon reasonable prior notice, in to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and its independent accountants, all at such reasonable times and as often as reasonably 64 requested provided however, that with respect to discussions with the case of Requirements of LawCompany's independent accountants, where the failure to do so could not reasonably Company shall be expected given the opportunity to have a Material Adverse Effectrepresentative present during such discussions; and permit representatives provided, further, notwithstanding the provisions of Section 11.5, the Administrative Agent or the Lender making such inspection and visitation hereby releases the Company, its Affiliates, and their officers, directors, employees, and agents against any claim for injury to the Administrative Agent or such Lender (oror the representatives thereof) during such inspection and visitation; provided, if an Event further, that neither the Company 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 prevent the loss of such privilege in connection with such information. The Company shall pay or reimburse the reasonable and documented expenses of the inspections and visitations made by the Administrative Agent and any Lender pursuant to this Section 6.6, except that such expenses shall not be the responsibility of the Company more than once per calendar year, unless a Default has occurred and is continuing, any Lender) to visit and inspect any continuing at the time of the propertiesinspection and visitation, and examine and make abstracts from any of in which case the books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower at any reasonable time and upon at least three (3) days’ prior notice Company shall pay or reimburse such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work productexpenses.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all material dealings and transactions in relation to its business and activitiesactivities and (b) subject to the Borrower’s and each Restricted Subsidiary’s internal policies for the protection and preservation of Intellectual Property or other non-financial proprietary information, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, who may be accompanied by any Lender) Lender to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time during normal business hours and upon at least three (3) days’ prior reasonable advance notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Group Members with the officers of the Group Members and with their independent certified public accountants (provided that the Borrower oror its Subsidiaries may, solely during the existence of at their option, have one or more employees or representatives present at any discussion with such accountants); provided that unless an Event of Default, any of its Subsidiaries with officers and employees of the Borrower Default has occurred or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Defaultis continuing, only one (1) such visit and inspection may be conducted during in any calendar year shall be conducted at the Borrower’s expense and provided, further, that if the disclosure of any requested information would compromise any attorney-client privilege (ii) excluding any other than where waiver of such visits and inspections during privilege will not be adverse to the continuation of an Event of Default, only Borrower in the Administrative Agent on behalf good faith opinion of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything Borrower’s counsel), that has not been or will not be waived or waiver thereof will be materially adverse to the contrary in this Section 6.6Borrower, none of the Borrower shall make available redacted versions of requested documents or portions of documents that are the subject of such attorney-client privilege or, if applicableunable to do so consistent with the preservation of such attorney-client privilege, any of the Subsidiaries will be required shall endeavor in good faith otherwise to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, disclose information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure responsive to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to Agent’s requests in a manner that will protect such attorney-client or similar privilege or constitutes attorney work productprivilege.

Inspection of Property; Books and Records; Discussions. Keep proper Itself and cause each of its Subsidiaries to: (1) (1) keep books of records record and account in which full, true and correct entries, in all material respects entries in conformity with GAAP and all Requirements of Law Law, the failure to comply with which could have a Material Adverse Effect on the business, operations, assets or financial or other condition of the Company or the Company and sufficient to permit the preparation of financial statements in accordance with GAAP, its Subsidiaries taken as a whole shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, or any Lender) Lender to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as often as may reasonably be acceptable to desired by the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, Agent or any Lender and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, Company and any of its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, parties and with its their independent certified public accountants. (2) cooperate with the Agent, the Lenders, their agents and representatives and provide such access as the Agent, the Lenders or any of their agents or representatives may reasonably request in connection with collateral and field audits and other examinations of property, books and records, and pay, on demand, whether in advance or in arrears, the costs and expenses associated any such collateral or field audits by the Agent; provided that, so long as no Event of Default or Potential Default has occurred and is continuing, the Company shall be under no duty to pay costs and expenses associated with more than one field audit in any 12 month period. (i3) excluding if the Agent provides to any Lender or the Company a copy of any such visits field audit or examination report (each a “Report” and inspections which occur during collectively, “Reports”) prepared by or at the continuation request of an Event of DefaultAgent, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf each of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter Company expressly agrees and acknowledges that (i) constitutes non-financial trade secrets Agent does not make any representation or non-financial proprietary informationwarranty as to the accuracy of any Report, and shall not be liable for any information contained in any Report, (ii) in respect of which disclosure to expressly agrees and acknowledges that the Administrative Reports are not comprehensive audits or examinations, that Agent or other party performing any Lender (audit or their respective representatives or contractors) is prohibited by Requirements examination will inspect only specific information and will rely significantly upon the books and records of Law or any binding agreement or others, as well as on representations of such Person’s personnel, (iii) is subject agrees to attorneykeep all Reports and other material, non-client or similar privilege or constitutes attorney work productpublic information regarding the Credit Parties and their respective Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with this Agreement.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities. (b) Permit Agent and the Lenders, exceptor any agents or representatives thereof, in the case of Requirements of Lawfrom time to time during Borrower’s normal business hours, where the failure to do so could not as often as may be reasonably be expected to have a Material Adverse Effect; requested and permit representatives of the Administrative Agent upon two Business Days’ notice (orexcept that, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, and examine and make abstracts from any of the books and records, of the Borrower or, solely during the existence continuance of an Event of Default, no such notice shall be required) to (i) go upon, examine, inspect and remain on the Properties of any Subsidiary Credit Party, (ii) during any such visit, inspect and verify the amount, character and condition of any of the Borrower Property of any Credit Party, (iii) during any such visit, examine and, at Borrower’s cost and expense, make copies of and abstracts from the records and books of account of any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may beCredit Party, and to (iv) discuss the businessaffairs, operations, properties finances and financial and other condition accounts of the Borrower or, solely during the existence of an Event of Default, any Credit Party with any of its Subsidiaries with officers officers, directors, employees or Independent Accountants, it being understood that, except as otherwise stated in clause (iii) above, Agent and employees of each Lender will pay the Borrower or such Subsidiary, as the case may be, costs and with expenses incurred by it in exercising its independent certified public accountantsrights under this Section 5.8(b); provided that, (i) excluding any such visits that after the occurrence and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Borrower shall reimburse Agent and each Lender promptly after a request therefor for the Lenders reasonable costs and expenses incurred by it in connection with the exercise of its rights under this Section 6.6. Notwithstanding anything 5.8(b). (c) Authorize the Independent Accountants of Borrower to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required disclose to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements any and all financial statements and other information of Law any kind, as Agent or any binding agreement Lender reasonably requests, from Borrower and which the Independent Accountants may have with respect to the business, financial condition, results of operations or (iii) is subject to attorney-client or similar privilege or constitutes attorney work productother affairs of any Credit Party.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; activities and (b) permit representatives of the Administrative Agent and any Lender (or, if an Event of Default has occurred and is continuing, accompanied by any Lenderother Lender that so elects) to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time and time, upon at least three (3) days’ reasonable prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may benotice, and to discuss the business, operations, properties and financial and other condition of the Parent Borrower or, solely during the existence of an Event of Default, any of and its Subsidiaries with officers and employees of the Parent Borrower or such Subsidiary, as the case may be, and its Subsidiaries and with its independent certified public accountants; provided thataccountants (it being understood that all such notices shall be given through the Administrative Agent and shall be coordinated with any other such notices to the extent US-DOCS\97384607.24 reasonably possible), (i) excluding in each case no more often than twice in any such visits calendar year in the aggregate for the Administrative Agent and inspections which occur during all Lenders and, in the continuation sole discretion of the Administrative Agent, an additional inspection for a total of three times in any calendar year unless an Event of DefaultDefault shall have occurred and be continuing, only one in which case there shall be no limit on the number of such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only by the Administrative Agent on behalf or Lenders. The chief financial officer (or other Responsible Officer) of the Lenders may exercise rights Parent Borrower and/or his or her designee shall be afforded the opportunity to be present at any meeting of the Administrative Agent and or the Lenders under this Section 6.6. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work productand such accountants.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account accounts in which entries full, true and correct entries, in all material respects in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activitiesactivities and from which financial statements conforming with GAAP can be derived, except(b) permit, in at the case of Requirements of LawBorrower’s expense, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (orand, if an Event of Default has occurred and is continuinga Lender requests to accompany the Administrative Agent, any such Lender) to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time during normal business hours, upon reasonable prior notice, and upon at least three (3) days’ prior notice or such lesser period of time as often as may reasonably be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, desired and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of Holdings and its Restricted Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and its Restricted Subsidiaries and with its the independent certified public accountants; provided thataccountants of Holdings and its Restricted Subsidiaries so long as the Borrower shall have been given the reasonable opportunity to participate in such discussions, provided, that notwithstanding the foregoing, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and or inspection may shall be conducted during any calendar year through the Administrative Agent, and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything to the contrary nothing in this Section 6.6, none of the Borrower or, if applicable, 7.06 shall require Holdings or its Subsidiaries to take any of the Subsidiaries will be required to disclose, permit the inspection, examination action that would violate a confidentiality agreement or making copies or abstracts ofobligation, or discussion of, waive any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege; provided that in the event that any of Holdings or its Subsidiaries does not provide information in reliance on this sentence, it shall (x) provide notice to the Administrative Agent that such information is being withheld, (y) with respect to clause (ii), use its commercially reasonable efforts to obtain waivers and (z) use its commercially reasonable efforts to communicate the applicable information to the Administrative Agent in a way that would not violate such attorney-client privilege or constitutes attorney work productsimilar privilege), and (c) Holdings and Borrower will, and will cause each of its Restricted Subsidiaries to, permit Administrative Agent and each of its duly authorized representatives or agents to conduct field examinations and appraisals at such reasonable times and intervals as Administrative Agent may designate; provided, that the Loan Parties shall be responsible for the costs and expenses of one (1) field examination and one (1) appraisal during any 12-month period and one (1) additional field examination and one (1) additional appraisal (for the total of two (2) such field examinations and two (2) such appraisals during any 12-month period) conducted at any time after Excess Availability falls below the greater of (i) $15,000,000 and (ii) 15% of the Line Cap for more than five consecutive Business Days; provided, that the Loan Parties shall be responsible for the costs and expenses of all field examinations and appraisals conducted while a Specified Event of Default has occurred and is continuing.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects a manner to allow financial statements to be prepared in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) Lender to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and recordsrecords upon reasonable notice and at such reasonable times during normal business hours (provided that (i) such visits shall be coordinated by the Administrative Agent, (ii) such visits shall be limited to no more than one such visit per calendar year, and (iii) such visits by any Lender shall be at the Lender’s expense, except in the case of the Borrower or, solely foregoing clauses (ii) and (iii) during the existence continuance of an Event of Default), any Subsidiary (c) [reserved] and (d) permit representatives of the Borrower at any Administrative Agent to have reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss discussions regarding the business, operations, properties and financial and other condition of the Borrower or, solely and its Restricted Subsidiaries with its independent certified public accountants to the extent permitted by the internal policies of such independent certified public accountants (provided that (i) a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such discussions and (ii) such discussions shall be limited to no more than once per calendar year except during the existence continuance of an Event of Default, any of its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6). Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account accounts in which entries full, true and correct entries, in all material respects in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activitiesactivities and from which financial statements conforming with GAAP can be derived and (ii) permit, exceptat the Borrower’s expense, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time during normal business hours, upon reasonable prior notice, and upon at least three (3) days’ prior notice or such lesser period of time as often as may reasonably be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, desired and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of Holdings and its Restricted Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and its Restricted Subsidiaries and with its the independent certified public accountantsaccountants of Holdings and its Restricted Subsidiaries so long as the Borrower shall have been given the reasonable opportunity to participate in such discussions; provided thatthat notwithstanding the foregoing, (i) excluding any unless an Event of Default shall have occurred and be continuing, such visits and inspections which occur during the continuation of an Event of Default, shall be limited to two times in any 12-month period and only one such visit and inspection may time shall be conducted during any calendar year at the Borrower’s expense and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything to the contrary nothing in this Section 6.6, none of the Borrower or, if applicable, 7.06 shall require Holdings or its Subsidiaries to take any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter action that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding would violate a confidentiality agreement or (iii) is subject to obligations or waive any attorney-client or similar privilege privilege. (b) Permit the Administrative Agent and each of its duly authorized representatives or constitutes attorney work productagents to conduct field examinations, appraisals and valuations at such reasonable times and intervals as the Administrative Agent may designate; provided that as to appraisals and valuations, the Borrower shall not be required to pay any costs and expenses except as required pursuant to Section 3.01(c).

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, a manner to allow financial statements to be prepared in accordance with GAAP in all material respects in conformity with all Requirements of Law respects, and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time during normal business hours and upon at least three (3) days’ prior reasonable advance notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, Company (which shall not be less than two (2) Business Days) and to discuss the business, operations, properties and financial and other condition of the Borrower orGroup Members with the officers of the Group Members and with their independent certified public accountants (provided, solely during that the existence of an Event of Default, any of Company or its Subsidiaries may, at their option, have one or more employees or representatives present at any discussion with officers and employees of such accountants; provided, further than the Borrower or such Subsidiary, as the case may be, and with Company shall only be required to use commercially reasonable efforts to cause its independent certified public accountantsaccountants to speak with representatives of the Administrative Agent); provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only such visits shall be limited to no more than one such visit and inspection may be conducted during any per calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6year. Notwithstanding anything to the contrary in this Section 6.67.6, none of neither the Borrower or, if applicable, Company nor any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial a trade secrets secret or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product, or (iii) in respect of which disclosure to the Administrative Agent (or any designated representative) is then prohibited by any Requirement of Law or any agreement binding on any Loan Party or any Subsidiary (so long as such agreement was not entered into to circumvent this Section 7.6).

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries, in all material respects entries in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities. (b) Permit Lender, exceptor any agents or representatives thereof, in the case of Requirements of Lawfrom time to time during Borrower’s normal business hours, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent no more than two times during any calendar year (or, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, and examine and make abstracts from any of the books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its independent certified public accountants; provided except that, (i) excluding any such visits after the occurrence and inspections which occur during the continuation of an Event of Default, only one such visit limitation on the frequency of inspections under this Section 5.8(b) shall not apply) and inspection may be conducted during any calendar year upon three Business Days’ notice (except that, after the occurrence and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything no such notice shall be required) to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary informationgo upon, examine, inspect and remain on the Properties of any Loan Party, (ii) in respect during any such visit, inspect and verify the amount, character and condition of which disclosure to any of the Administrative Agent Property (that constitutes, or relates to, Collateral) of any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or Loan Party, (iii) is subject during any such visit, examine and, at Borrower’s cost and expense, make copies of and abstracts from the records and books of account of any Loan Party, and (iv) discuss the affairs, finances and accounts of any Loan Party with any of their respective officers, directors, employees, Independent Accountants or Petroleum Engineers, it being understood that, except as otherwise stated in clause (iii) above, Lender will pay the costs and expenses incurred by it in exercising its rights under this Section 5.8(b); provided that after the occurrence and during the continuation of an Event of Default, Borrower shall reimburse Lender promptly after a request therefor for the reasonable costs and expenses incurred by it in connection with the exercise of its rights under this Section 5.8(b). (c) Authorize the Independent Accountants of Borrower to attorney-client disclose to Lender any and all financial statements and other information of any kind, as Lender reasonably requests, from Borrower and which the Independent Accountants may have with respect to the business, financial condition, results of operations or similar privilege or constitutes attorney work productother affairs of any Loan Party.

Inspection of Property; Books and Records; Discussions. Keep proper books of records and account in which full, true and correct entries, in all material respects in conformity with all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, or any Lender) Lender to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time and as often as may reasonably be desired and upon at least three (3) days’ days prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, or the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of and its Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and its Subsidiaries and with its independent certified public accountants (provided that, with respect to Subsidiaries, other than during the existence of a Default, the Borrower shall have complied with this obligation if it shall have used its commercially reasonable efforts to cause its Subsidiaries to allow the Administrative Agent and/or the applicable Lender pursuant to the foregoing terms and conditions to visit and inspect the properties of such Subsidiaries and examine and make abstracts from any of the books and records of such Subsidiaries and to discuss the business, operations, properties and financial and other condition of such Subsidiaries with officers and employees of such Subsidiaries and with their independent certified public accountants); provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or, if applicable, or any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. Keep proper books of books, records and account accounts in which full, true and correct entries, in all material respects entries in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) Lender to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower records at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as often as may reasonably be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, desired and to discuss the business, operations, properties and financial and other condition of the Borrower or, solely during the existence of an Event of Default, any of Company and its Subsidiaries with officers and employees of the Borrower Company and its Subsidiaries and with its independent certified public accountants. . Promptly give notice to the Administrative Agent, with a copy for each Lender, of: the occurrence of any Default or such SubsidiaryEvent of Default; any (i) default or event of default under any Contractual Obligation of the Company or any of its Subsidiaries or (ii) litigation, investigation or proceeding which may exist at any time between the Company or any of its Subsidiaries and any Governmental Authority, which in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; any litigation or proceeding affecting the Company or any of its Subsidiaries in which the amount involved is $5,000,000 or more and not covered by insurance or in which injunctive or similar relief is sought which, if granted, could reasonably be expected to have a Material Adverse Effect; any of the following events where, individually or in the aggregate with its independent certified public accountants; provided thatany other events, the liability that could result would exceed $5,000,000, as soon as possible and in any event within 30 days after the Company knows or has reason to know thereof: (i) excluding the occurrence or expected occurrence of any such visits and inspections which occur during Reportable Event with respect to any Single Employer Plan, a failure to make any required contribution to a Plan, the continuation creation of an Event any Lien in favor of Defaultthe PBGC or a Plan or any withdrawal from, only one such visit and inspection may be conducted during or the termination, Reorganization or Insolvency of, any calendar year and Multiemployer Plan or (ii) excluding the institution of proceedings or the taking of any such visits and inspections during other action by the continuation of an Event of Default, only PBGC or the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything Company or any Commonly Controlled Entity or any Multiemployer Plan with respect to the contrary in this Section 6.6, none of the Borrower or, if applicable, any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts ofwithdrawal from, or discussion the terminating, Reorganization or Insolvency of, any document, information Plan; and any development or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in event which could reasonably be expected to have a Material Adverse Effect. Each notice pursuant to this subsection shall be accompanied by a statement of a Responsible Officer of the Company setting forth details of the occurrence referred to therein and stating what action the Company proposes to take with respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work productthereto.

Inspection of Property; Books and Records; Discussions. 161 (a) Keep proper books of records and account accounts in which full, true and correct entries, in all material respects a manner to allow financial statements to be prepared in conformity with all Requirements GAAP (or, with respect to Subsidiaries organized outside of Law and sufficient the United States, the local accounting standards applicable to permit the preparation of relevant jurisdiction; provided, that, to the extent that any such Subsidiary is permitted to prepare financial statements in accordance with GAAPdifferent local accounting standards, such Subsidiary shall continue to apply the local accounting standard applied as of the Closing Date (as such standard may be made updated or revised from time to time and, for the avoidance of all dealings doubt, with any discretions, judgments and transactions in relation to its business and activitieselections afforded by such local accounting standard, except, including any changes in the case application of Requirements such discretions, judgments and elections as such Subsidiary shall determine) except to the extent of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit changes between local accounting standards required by applicable law or regulation). (b) Permit representatives of designated by the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and recordsrecords upon reasonable notice and at such reasonable times during normal business hours (provided, that (i) such visits shall be limited to no more than one such visit per calendar year at each facility, (ii) such visits by the Administrative Agent shall be at the Administrative Agent’s expense, except in the case of the Borrower or, solely foregoing clauses (i) and (ii) during the existence continuance of an Event of DefaultDefault and (iii) such visits shall not be for the purposes set forth under Section 6.14, any Subsidiary of it being understood that Section 6.14 shall govern discussions as set forth thereunder exclusively). (c) Permit representatives designated by the Borrower at any Administrative Agent to have reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss discussions regarding the business, operations, properties and financial and other condition of the Borrower orand its Restricted Subsidiaries with officers of the Borrower and its Restricted Subsidiaries upon reasonable notice and at such reasonable times during normal business hours (provided, solely that (i) a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such discussions, (ii) such discussions shall be coordinated by the Administrative Agent, (iii) such discussions shall be limited to no more than once per calendar year except during the existence continuance of an Event of DefaultDefault and (iv) such discussions shall not be for the purposes set forth under Section 6.14, any it being understood that Section 6.14 shall govern discussions as set forth thereunder exclusively). (d) Permit representatives of its Subsidiaries with officers the Administrative Agent to have reasonable discussions regarding the business, operations, properties and employees financial and other condition of the Borrower or such Subsidiary, as the case may be, and its Restricted Subsidiaries with its independent certified public accountants; provided thataccountants to the extent permitted by the internal policies of such independent certified public accountants upon reasonable notice and at such reasonable times during normal business hours (provided, that (i) excluding any a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such visits and inspections which occur discussions, (ii) such discussions shall be limited to no more than once per calendar year except during the continuation continuance of an Event of Default, only one such visit and inspection may be conducted during any calendar year Default and (iiiii) excluding any such visits and inspections during discussions shall not be for the continuation of an Event of Defaultpurposes set forth under Section 6.14, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this it being understood that Section 6.66.14 shall govern discussions as set forth thereunder exclusively). Notwithstanding anything to the contrary in this Section 6.66.6 or Section 6.14, none of the Borrower or, if applicable, or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, |US-DOCS\115543490.9|| examination or making copies or abstracts of, or discussion ofdiscuss, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited or restricted by Requirements of Law or any binding agreement or obligation, (iii) is subject to attorney-client or similar privilege or constitutes attorney work productproduct or (iv) constitutes classified information.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account accounts in which full, true and correct entries, in all material respects a manner to allow financial statements to be prepared in conformity with all Requirements GAAP (or, with respect to Subsidiaries organized outside of Law and sufficient the United States, the local accounting standards applicable to permit the preparation of relevant jurisdiction; provided, that, to the extent that any such Subsidiary is permitted to prepare financial statements in accordance with GAAPdifferent local accounting standards, such Subsidiary shall continue to apply the local accounting standard applied as of the Closing Date (as such standard may be made updated or revised from time to time and, for the avoidance of all dealings doubt, with any discretions, judgments and transactions in relation to its business and activitieselections afforded by such local accounting standard, except, including any changes in the case application of Requirements such discretions, judgments and elections as such Subsidiary shall determine) except to the extent of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit changes between local accounting standards required by applicable law or regulation). (b) Permit representatives of designated by the Administrative Agent (or, if an Event of Default has occurred and is continuing, any Lender) to visit and inspect any of the properties, its properties and examine and make abstracts from any of the its books and recordsrecords upon reasonable notice and at such reasonable times during normal business hours (provided, that (i) such visits shall be limited to no more than one such visit per calendar year at each facility, (ii) such visits by the Administrative Agent shall be at the Administrative Agent’s expense, except in the case of the Borrower or, solely foregoing clauses (i) and (ii) during the existence continuance of an Event of DefaultDefault and (iii) such visits shall not be for the purposes set forth under Section 6.14, any Subsidiary of it being understood that Section 6.14 shall govern discussions as set forth thereunder exclusively). (c) Permit representatives designated by the Borrower at any Administrative Agent to have reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss discussions regarding the business, operations, properties and financial and other condition of the Borrower orand its Subsidiaries with officers of the Borrower and its Subsidiaries upon reasonable notice and at such reasonable times during normal business hours (provided, solely that (i) a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such discussions, (ii) such discussions shall be coordinated by the Administrative Agent, (iii) such discussions shall be limited to no more than once per calendar year except during the existence continuance of an Event of DefaultDefault and (iv) such discussions shall not be for the purposes set forth under Section 6.14, any it being understood that Section 6.14 shall govern discussions as set forth thereunder exclusively). (d) Permit representatives of its Subsidiaries with officers the Administrative Agent to have reasonable discussions regarding the business, operations, properties and employees financial and other condition of the Borrower or such Subsidiary, as the case may be, and its Subsidiaries with its independent certified public accountants; provided thataccountants to the extent permitted by the internal policies of such independent certified public accountants upon reasonable notice and at such reasonable times during normal business hours (provided, that (i) excluding any a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such visits and inspections which occur discussions, (ii) such discussions shall be limited to no more than once per calendar year except during the continuation continuance of an Event of Default, only one such visit and inspection may be conducted during any calendar year Default and (iiiii) excluding any such visits and inspections during discussions shall not be for the continuation of an Event of Defaultpurposes set forth under Section 6.14, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this it being understood that Section 6.66.14 shall govern discussions as set forth thereunder exclusively). Notwithstanding anything to the contrary in this Section 6.66.6 or Section 6.14, none of the Borrower or, if applicable, or any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion ofdiscuss, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited or restricted by Requirements of Law or any binding agreement or obligation, (iii) is subject to attorney-client or similar privilege or constitutes attorney work productproduct or (iv) constitutes classified information.