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

Maintaining Records; Access to Properties and Inspections. (a) Maintain (i) proper books of record and account, in which true, complete and correct entries in conformity with GAAP or SAP, as applicable, shall be made of all material financial transactions and matters involving the material assets and business of the Borrower and the Subsidiaries and (ii) such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower and the Subsidiaries. (b) Permit representatives designated by, and independent contractors of, the Administrative Agent or any Lender to visit and inspect any of its properties, to examine (subject to applicable laws of Governmental Authorities regarding confidentiality of patient health information and other confidentiality restrictions of Governmental Authorities to which the Borrower and its Subsidiaries are bound) its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers and independent public accountants (provided that so long as no Event of Default exists, a representative of the Borrower shall be permitted to be present in such discussions), all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower (which notice shall not be required at any time after the occurrence and during the continuance of an Event of Default); provided, however, that so long as no Event of Default has occurred and is continuing, the Borrower shall be obligated to pay the expenses of only one such visit in any calendar year. Notwithstanding the foregoing, neither the Borrower nor any Subsidiary shall be required to disclose (i) any materials subject to a confidentiality obligation binding upon the Borrower or such Subsidiary (provided that the Borrower or such Subsidiary shall, at the request of the Administrative Agent or any Lender, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish some information regarding the matters to which such materials relate as can reasonably be furnished without violation of such confidentiality obligations) or (ii) any communications protected by attorney-client privilege the disclosure or inspection of which would waive such privilege.

Maintaining Records; Access to Properties and Inspections. (a) Maintain (i) proper books of record and account, all financial records in which true, complete and correct entries in conformity accordance with GAAP or SAP(including records necessary to calculate the Company’s “earnings and profits” for U.S. federal, as applicable, shall be made of all material financial transactions state and matters involving local income tax purposes until the material assets and business expiration of the Borrower and the Subsidiaries and (iiapplicable statute of limitations) such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower and the Subsidiaries. (b) Permit representatives designated byand, and independent contractors of, the Administrative Agent or any Lender to visit and inspect any of its properties, to examine (subject to applicable laws of Governmental Authorities regarding confidentiality of patient health information and other confidentiality restrictions of Governmental Authorities to which the Borrower and its Subsidiaries are bound) its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers and independent public accountants (provided that so long as no Event of Default existsthe Minimum Hold Condition is satisfied, a representative of permit the Borrower shall be permitted to be present in such discussions), all at the expense of the Borrower Preferred Majority Holder and at such reasonable times during normal business hours and as often as may be reasonably desiredits Representatives or, upon reasonable advance notice to the Borrower (which notice shall not be required at any time after the occurrence and during the continuance of an Event of Default, any Representative of the Holders of at least 25.0% of the Accumulated Stated Value (the “Required Holders”); provided, howeverto visit and inspect the financial records and the properties of the Company or any of its Subsidiaries at reasonable times, that upon reasonable prior notice to the Company, and as often as reasonably requested (provided that, except upon the occurrence and during the continuance of an Event of Default, the Company shall not be required to permit more than two such visits per fiscal year) and to make extracts from and copies of such financial records, and permit the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of an Event of Default, any Representative of the Required Holders upon reasonable prior notice to the Company to discuss the affairs, finances and condition of the Company or any of its Subsidiaries or any Parent Entity with the officers thereof and independent accountants therefor (so long as no the Company, any of its Subsidiaries or any Parent Entity has the opportunity to participate in any such discussions with such accountants). The exercise of the foregoing access, visitation and inspection rights shall be (i) subject to Section 1.7 and, with respect to any Required Holder or any Representative of the Required Holders, if reasonably requested by the Company, the Company’s receipt of a customary executed confidentiality agreement in form and substance reasonably acceptable to the Company, and (ii) at the sole expense of the Preferred Majority Holder or the Required Holders, as the case may be, unless, in the case of this clause (ii), an Event of Default has shall have occurred and is be continuing, the Borrower shall be obligated to pay the expenses of only one such visit in any calendar year. Notwithstanding the foregoing, neither the Borrower nor any Subsidiary shall be required to disclose (i) any materials subject to a confidentiality obligation binding upon the Borrower or such Subsidiary (provided that the Borrower or such Subsidiary shall, at the request of the Administrative Agent or any Lender, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish some information regarding the matters to which such materials relate as can reasonably be furnished without violation of such confidentiality obligations) or (ii) any communications protected by attorney-client privilege the disclosure or inspection of which would waive such privilege.

Maintaining Records; Access to Properties and Inspections. (a) Maintain (i) Keep proper books of record and account, in which true, complete and correct entries in conformity with GAAP or SAP, as applicable, shall be made of all material financial transactions and matters involving the material assets and business of the Borrower and the Subsidiaries and (ii) such books of record and account in which full, true and correct entries in all material respects in conformity with all applicable requirements GAAP. The Borrowers and each Restricted Subsidiary will, and will cause each of its subsidiaries to, permit any Governmental Authority having regulatory jurisdiction over the Borrower and the Subsidiaries. (b) Permit representatives designated by, and independent contractors of, by the Administrative Agent or any Lender in writing to visit and inspect any the financial records and the properties of its properties, such person from time to examine time (subject to applicable laws but in the absence of Governmental Authorities regarding confidentiality of patient health information and other confidentiality restrictions of Governmental Authorities to which the Borrower and its Subsidiaries are bound) its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers and independent public accountants (provided that so long as no an Event of Default existsDefault, a representative of the Borrower shall be permitted to be present in such discussions), all at the expense of the Borrower no more often than once during any calendar year) upon prior reasonable notice and at such reasonable times during normal business hours as shall be agreed to and as often as may to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances and condition of such person with the officers thereof and (provided that a representative of each Borrower is given the opportunity to be reasonably desiredpresent) independent accountants therefor, upon reasonable advance notice to all at the Borrower cost of the Borrowers (which notice amounts shall not be required at any time after the occurrence and reasonable); provided that except during the continuance existence of an Event of Default); provided, however, that so long as no Event of Default has occurred and is continuing, the Borrower Borrowers shall not be obligated to pay responsible for the expenses costs of only more than one such visit in any per calendar year. Notwithstanding anything to the foregoingcontrary in this Section 5.07, neither none of the Borrower nor Borrowers or any Subsidiary shall of their Restricted Subsidiaries will be required to disclose disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (ia) any materials subject in respect of which disclosure to a confidentiality obligation binding upon the Borrower or such Subsidiary (provided that the Borrower or such Subsidiary shall, at the request of the Administrative Agent or any LenderLender (or their respective representatives or contractors) is prohibited by law or any binding agreement or (b) is subject to attorney-client or similar privilege or constitutes attorney work product; provided that, in the event that the Borrowers or any of their Restricted Subsidiaries do not provide information that otherwise would be required to be provided hereunder in reliance on such exception, then the Borrowers shall use commercially reasonable efforts to obtain permission for (i) provide notice to the Administrative Agent promptly upon obtaining knowledge that such disclosure andinformation is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the event permission cannot be obtained, furnish some information regarding the matters to which such materials relate as can reasonably be furnished without violation breach of such confidentiality obligationsbinding contractual obligation or the loss of such professional privilege) or and (ii) any communications protected by attorney-client privilege communicate, to the disclosure or inspection of which extent permitted, the applicable information in a way that would waive not violate such privilegerestrictions and to eliminate such restrictions.

Maintaining Records; Access to Properties and Inspections. (a) Maintain (i) proper books all financial records in a manner sufficient to permit the preparation of record and account, consolidated financial statements in which true, complete and correct entries in conformity accordance with GAAP or SAP, as applicable, shall be made GAAP. Upon the request of all material financial transactions and matters involving the material assets and business of the Borrower and the Subsidiaries and (ii) such books of record and account in material conformity with all applicable requirements of Administrative Agent permit any Governmental Authority having regulatory jurisdiction over the Borrower and the Subsidiaries. (b) Permit representatives persons designated by, and independent contractors of, by the Administrative Agent or any Lender to visit and inspect any of its properties, to examine (subject to applicable laws of Governmental Authorities regarding confidentiality of patient health information and other confidentiality restrictions of Governmental Authorities to which the Borrower and its Subsidiaries are bound) its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers and independent public accountants (provided that so long as no Event of Default exists, a representative of the Borrower shall be permitted to be present in such discussions), all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desiredor, upon reasonable advance notice to the Borrower (which notice shall not be required at any time after the occurrence and during the continuance of an Event of Default, any Lender to visit and inspect the financial records and the properties of Holdings, the Borrower or any of its Subsidiaries at reasonable times during normal business hours, upon reasonable prior notice to Holdings or the Borrower, and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender upon reasonable prior notice to Holdings or the Borrower to discuss the affairs, finances and condition of Holdings, the Borrower or any of its Subsidiaries with the officers thereof and independent accountants therefor (subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract); provided, howeverthat the Borrower shall have the right to have one or more of its designees present during any discussions with its independent accountants and provided, further, that so the Administrative Agent shall not exercise its rights under this Section 5.07 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 Borrower’s expense. So long as no Event of Default has occurred and is continuing, the Borrower shall be obligated to pay the expenses of only one such visit in any calendar year. Notwithstanding the foregoing, neither the Borrower nor any Subsidiary shall be required to disclose (i) any materials subject to a confidentiality obligation binding upon the Borrower or such Subsidiary (provided that the Borrower or such Subsidiary shall, at the request of the Administrative Agent or any Lender, agrees to use commercially reasonable efforts to obtain permission for such disclosure and, in coordinate and otherwise to conduct the event permission cannot be obtained, furnish some information regarding foregoing visits and inspections so as to avoid creating unreasonable burdens upon management of the matters to which such materials relate as can reasonably be furnished without violation of such confidentiality obligations) or (ii) any communications protected by attorney-client privilege the disclosure or inspection of which would waive such privilegeBorrower and its Subsidiaries.

Maintaining Records; Access to Properties and Inspections. (a) Maintain (i) proper books of record The Borrower will, and account, in which true, complete and correct entries in conformity with GAAP or SAP, as applicable, shall be made of all material financial transactions and matters involving the material assets and business will cause each of the Restricted Subsidiaries to maintain all financial records in accordance with GAAP. The Borrower will, and will cause each of the Restricted Subsidiaries and (ii) such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower and the Subsidiaries. (b) Permit to, permit representatives designated by, and independent contractors of, of the Administrative Agent or any Lender and the Lenders to visit and inspect any of its propertiesproperties (to the extent it is within such Person’s control to permit such inspection), to examine (subject to applicable laws of Governmental Authorities regarding confidentiality of patient health information and other confidentiality restrictions of Governmental Authorities to which the Borrower and its Subsidiaries are bound) its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers officers, and independent public accountants (provided that so long as no Event of Default exists, a representative of the Borrower shall be permitted to be present in such discussions)accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower (which notice shall not be required at and subject, in the case of any time after the occurrence such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuance continuation of an Event of Default); provided, however, that so long as no only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 5.07 and the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default has occurred at the Borrower’s expense; and is continuingprovided, further, that when an Event of Default exists, the Administrative Agent or the Lenders (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. The Administrative Agent and the Lenders shall be obligated give the Borrower the opportunity to pay the expenses of only one such visit participate in any calendar yeardiscussions with the Borrower’s independent public accountants. Notwithstanding anything to the foregoingcontrary in Section 5.01 or this Section 5.07, neither the of Borrower nor any Restricted Subsidiary shall will be required to disclose disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) any materials subject that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to a confidentiality obligation binding upon the Borrower or such Subsidiary (provided that the Borrower or such Subsidiary shall, at the request of the Administrative Agent or any Lender, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish some information regarding the matters to which such materials relate as can reasonably be furnished without violation Lender (or their respective representatives or contractors) is prohibited by applicable Requirements of such confidentiality obligations) Law or any binding agreement or (iiiii) any communications protected by that is subject to attorney-client or similar privilege the disclosure or inspection of which would waive such privilegeconstitutes attorney work product.

Maintaining Records; Access to Properties and Inspections. (a) Maintain (i) proper books a system of record and account, accounting that enables Holdings to produce financial statements in which true, complete and correct entries in conformity accordance with GAAP or SAP, as applicable, shall be made of in all material financial transactions and matters involving respects. Solely at the material assets and business request of the Borrower and Required Lenders, the Subsidiaries and Group Members will, at the Borrowers’ expense (ii) such books of record and account in material conformity with all applicable requirements of subject to Section 10.03), permit any Governmental Authority having regulatory jurisdiction over the Borrower and the Subsidiaries. (b) Permit representatives designated by, and independent contractors of, by the Administrative Agent or any Lender the Required Lenders to visit and inspect any of its properties, to examine (subject to applicable laws of Governmental Authorities regarding confidentiality of patient health information and other confidentiality restrictions of Governmental Authorities to which the Borrower and its Subsidiaries are bound) its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers and independent public accountants (provided that so long as no Event of Default exists, a representative of the Borrower shall be permitted to be present in such discussions), all at the expense of the Borrower and at such reasonable times during normal their regular business hours and as often as may be reasonably desired, upon with reasonable advance written notice thereof and inspect the financial records and the property of such Group Member at reasonable times up to the Borrower one time per calendar year (which notice shall not be required at any time after the occurrence and but without frequency limit during the continuance of an Event of Default) and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or the Required Lenders to discuss the affairs, finances, accounts and condition of any Group Member with the officers and employees thereof and advisors therefor (including independent accountants (subject to such accountants’ customary policies and procedures)); provided that the Administrative Agent or the Required Lenders, as applicable, shall give any Group Member a reasonable opportunity for its representatives to participate in any such discussions; provided, howeverfurther, that so long as no Event of Default has occurred and is then continuing, the Borrower Borrowers shall be obligated to pay not bear the expenses cost of only more than one such visit in any inspection per calendar year by the Administrative Agent or the Required Lenders (or their respective representatives), nor shall the Administrative Agent or the Required Lenders (or their respective representatives) make more than one such inspection per calendar year. Notwithstanding anything to the foregoingcontrary in this Section 5.07, neither the Borrower nor any Subsidiary shall no Group Member will be required to disclose or permit the inspection or discussion or duplication of, or extraction from, any document, information or other matter (i) any materials subject that constitutes non-registered or confidential Intellectual Property, including trade secrets or other confidential information, or other non financial proprietary information, (ii) in respect of which disclosure to a confidentiality obligation binding upon the Borrower or such Subsidiary (provided that the Borrower or such Subsidiary shall, at the request of the Administrative Agent or any LenderLender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement (not entered into in contemplation hereof) (or would otherwise cause a breach or default thereunder), use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish some information regarding the matters to which such materials relate as can reasonably be furnished without violation of such confidentiality obligations) or (iiiii) any communications protected by attorney-that is subject to attorney client or similar privilege the disclosure or inspection of which would waive such privilegeconstitutes attorney work product.

Maintaining Records; Access to Properties and Inspections. (a) Maintain (i) proper books all financial records in a manner sufficient to permit the preparation of record and account, consolidated financial statements in which true, complete and correct entries in conformity accordance with GAAP or SAP, as applicable, shall be made GAAP. Upon the request of all material financial transactions and matters involving the material assets and business of the Borrower and the Subsidiaries and (ii) such books of record and account in material conformity with all applicable requirements of Administrative Agent permit any Governmental Authority having regulatory jurisdiction over the Borrower and the Subsidiaries. (b) Permit representatives persons designated by, and independent contractors of, by the Administrative Agent or any Lender to visit and inspect any of its properties, to examine (subject to applicable laws of Governmental Authorities regarding confidentiality of patient health information and other confidentiality restrictions of Governmental Authorities to which the Borrower and its Subsidiaries are bound) its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers and independent public accountants (provided that so long as no Event of Default exists, a representative of the Borrower shall be permitted to be present in such discussions), all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desiredor, upon reasonable advance notice to the Borrower (which notice shall not be required at any time after the occurrence and during the continuance of an Event of Default, any Lender to visit and inspect the financial records and the properties of Holdings, the Borrower or any of its Subsidiaries at reasonable times during normal business hours, upon reasonable prior notice to Holdings or the Borrower, and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender upon reasonable prior notice to Holdings or the Borrower to discuss the affairs, finances and condition of Holdings, the Borrower or any of its Subsidiaries with the officers thereof and independent accountants therefor (subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract); provided, howeverthat the Borrower shall have the right to have one or more of its designees present during any discussions with its independent accountants and provided, further, that the Administrative Agent shall not exercise its rights under this Section 5.07 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 Borrower’s expense. To the extent practicable and so long as no Event of Default has occurred and is continuing, the Borrower shall be obligated to pay the expenses of only one such visit in any calendar year. Notwithstanding the foregoing, neither the Borrower nor any Subsidiary shall be required to disclose (i) any materials subject to a confidentiality obligation binding upon the Borrower or such Subsidiary (provided that the Borrower or such Subsidiary shall, at the request of the Administrative Agent or any Lender, agrees to use commercially reasonable efforts to obtain permission for such disclosure and, in coordinate and otherwise to conduct the event permission cannot be obtained, furnish some information regarding foregoing visits and inspections so as to avoid creating unreasonable burdens upon management of the matters to which such materials relate as can reasonably be furnished without violation of such confidentiality obligations) or (ii) any communications protected by attorney-client privilege the disclosure or inspection of which would waive such privilegeBorrower and its Subsidiaries.

Maintaining Records; Access to Properties and Inspections. (a) Maintain (i) Keep proper books of record and account, in which true, complete and correct entries in conformity with GAAP or SAP, as applicable, shall be made of all material financial transactions and matters involving the material assets and business of the Borrower and the Subsidiaries and (ii) such books of record and account in which full, true and correct entries in conformity in all material respects with GAAP and all Requirements of Law are made of all dealings and transactions in relation to its business and activities, including full, true and correct entries in conformity in all material respects with GAAP and all applicable requirements Requirements of Law of records of intercompany transactions (including full, true and correct entries in conformity in all material respects with GAAP and all Requirements of Law of funds received by or for the account of any Governmental Authority having regulatory jurisdiction over Borrower from deposit accounts of the Borrower and the Subsidiaries. (b) Permit other Companies). Each Company will permit any representatives designated by, and independent contractors of, the Administrative by Agent or any Lender to visit and inspect any the financial records and the property of its properties, to examine (subject to applicable laws of Governmental Authorities regarding confidentiality of patient health information and other confidentiality restrictions of Governmental Authorities to which the Borrower and its Subsidiaries are bound) its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers and independent public accountants (provided that so long as no Event of Default exists, a representative of the Borrower shall be permitted to be present in such discussions), all Company at the expense of the Borrower and at such reasonable times during normal regular business hours and as often as may be reasonably desiredrequested and to make extracts from and copies of such financial records, upon reasonable advance notice and permit any representatives designated by Agent or any Lender to discuss the Borrower affairs, finances, accounts and condition of any Company with the officers and employees thereof and advisors therefor (which notice shall not be required at any time after the occurrence and during the continuance of an Event of Defaultincluding independent accountants); provided, however, that so long as no (x) the Loan Parties shall not be required to pay the expenses of more than four such visits and inspection during any fiscal year unless an Event of Default has occurred and is continuing, (y) each Lender shall at all times coordinate with any Agent the Borrower frequency and timing of any such visits and inspections so as to reasonably minimize the burden imposed on the Loan Parties and (z) a representative of Borrowers shall be obligated given the opportunity to pay be present for any communication with the expenses of only one such visit in any calendar year. Notwithstanding the foregoing, neither the Borrower nor any Subsidiary shall be required to disclose (i) any materials subject to a confidentiality obligation binding upon the Borrower or such Subsidiary (provided that the Borrower or such Subsidiary shall, at the request of the Administrative Agent or any Lender, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish some information regarding the matters to which such materials relate as can reasonably be furnished without violation of such confidentiality obligations) or (ii) any communications protected by attorney-client privilege the disclosure or inspection of which would waive such privilegeindependent accountants.

Maintaining Records; Access to Properties and Inspections. (a) Maintain (i) proper books of record and account, all financial records in which true, complete and correct entries in conformity accordance with GAAP or SAP, as applicable, shall be made of all material financial transactions and matters involving the material assets applicable law and business of the Borrower and the Subsidiaries and (ii) such books of record and account in material conformity with all applicable requirements of permit any Governmental Authority having regulatory jurisdiction over the Borrower and the Subsidiaries. (b) Permit representatives designated by, and independent contractors of, by the Administrative Agent or any Lender to visit and inspect the properties and financial records of SSCC, any Borrower and any of its propertiestheir respective Subsidiaries during normal business hours and upon reasonable notice and to make extracts from and copies of such financial records (provided that, unless an Event of Default shall have occurred and is continuing, no more than two such visits and inspections may be made in any one year and provided further that, to examine (subject to applicable laws of Governmental Authorities regarding confidentiality of patient health information the extent practicable, the Administrative Agent will coordinate any such visits and other confidentiality restrictions of Governmental Authorities to which inspections with visits and inspections arranged by the Borrower Term Loan Agent for the Term Loan Lenders), verify Eligible Accounts and/or Eligible Inventory and its Subsidiaries are bound) its corporate, financial and operating records, and make copies thereof permit any representatives designated by the Administrative Agent or abstracts therefrom, and any Lender to discuss its at such reasonable times and at such reasonable intervals as may be reasonably requested the affairs, finances and accounts condition of SSCC, any Borrower or any of their respective Subsidiaries or any properties of SSCC, any Borrower and any of their respective Subsidiaries with any officers thereof and (in the presence of SSCC, any Borrower or a Subsidiary of Holdings, unless a Default or Event of Default shall have occurred and be continuing) independent accountants therefor; provided, however, that all such visits, inspections and inquiries shall be coordinated through the Administrative Agent. (b) Holdings will, and will cause each of its directorsSubsidiaries to, officers permit a third-party appraiser and independent public accountants a third-party consultant selected by the Co-Collateral Agents (provided that and, to the extent such third-party appraiser is not Great American Group and/or such third-party consultant is not KPMG LLP, reasonably satisfactory to Holdings) to, upon the request of the Co-Collateral Agents, conduct (at the reasonable cost of the Borrowers), (x) an appraisal of the Inventory of the Loan Parties and (y) a collateral examination of the Inventory and Accounts of the Loan Parties, in each case, in scope reasonably satisfactory to the Co-Collateral Agents; provided, however, so long as no Event of Default exists, a representative the Co-Collateral Agents may only make up to two requests in respect of each of clause (x) and (y) above during each fiscal year (or, during any period (A) commencing on the Borrower shall be permitted to be present in such discussions), all at date on which the expense Excess Availability is less than the greater of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower (which notice shall not be required at any time after the occurrence and during the continuance of an Event of Default); provided, however, that so long as no Event of Default has occurred and is continuing, the Borrower shall be obligated to pay the expenses of only one such visit in any calendar year. Notwithstanding the foregoing, neither the Borrower nor any Subsidiary shall be required to disclose (i) any materials subject to a confidentiality obligation binding upon the Borrower or such Subsidiary (provided that the Borrower or such Subsidiary shall, at the request 20.0% of the Administrative Agent or any Lender, use commercially reasonable efforts to obtain permission for such disclosure and, Total Commitment as then in the event permission cannot be obtained, furnish some information regarding the matters to which such materials relate as can reasonably be furnished without violation of such confidentiality obligations) or effect and (ii) any communications protected by attorney-client privilege $110,000,000 for a period of five consecutive Business Days and (B) ending on the disclosure first date thereafter on which the Excess Availability has been equal to or inspection greater than the greater of which would waive such privilege(i) 20.0% of the Total Commitment as then in effect and (ii) $110,000,000 for 45 consecutive days, up to three requests in respect of each of clause (x) and (y) above during each fiscal year), in each case at the reasonable cost of the Borrowers.

Maintaining Records; Access to Properties and Inspections. (a) Maintain (i) proper books all financial records in a manner sufficient to permit the preparation of record and account, consolidated financial statements in which true, complete and correct entries in conformity accordance with GAAP or SAP, as applicable, shall be made GAAP. Upon the request of all material financial transactions and matters involving the material assets and business of the Borrower and the Subsidiaries and (ii) such books of record and account in material conformity with all applicable requirements of Administrative Agent permit any Governmental Authority having regulatory jurisdiction over the Borrower and the Subsidiaries. (b) Permit representatives persons designated by, and independent contractors of, by the Administrative Agent or any Lender to visit and inspect any of its properties, to examine (subject to applicable laws of Governmental Authorities regarding confidentiality of patient health information and other confidentiality restrictions of Governmental Authorities to which the Borrower and its Subsidiaries are bound) its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers and independent public accountants (provided that so long as no Event of Default exists, a representative of the Borrower shall be permitted to be present in such discussions), all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desiredor, upon reasonable advance notice to the Borrower (which notice shall not be required at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender to visit and inspect the financial records and the properties of Holdings, the Borrower or any of its Subsidiaries at reasonable times during normal business hours, upon reasonable prior notice to Holdings or the Borrower, and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender upon reasonable prior notice to Holdings or the Borrower to discuss the affairs, finances and condition of Holdings, the Borrower or any of its Subsidiaries with the officers thereof and independent accountants therefor (subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract); provided, howeverthat the Borrower shall have the right to have one or more of its designees present during any discussions with its independent accountants and provided, further, that the Administrative Agent shall not exercise its rights under this Section 5.07 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 Borrower’s expense. To the extent practicable and so long as no Event of Default has occurred and is continuing, the Borrower shall be obligated to pay the expenses of only one such visit in any calendar year. Notwithstanding the foregoing, neither the Borrower nor any Subsidiary shall be required to disclose (i) any materials subject to a confidentiality obligation binding upon the Borrower or such Subsidiary (provided that the Borrower or such Subsidiary shall, at the request of the Administrative Agent or any Lender, agrees to use commercially reasonable efforts to obtain permission for such disclosure and, in coordinate and otherwise to conduct the event permission cannot be obtained, furnish some information regarding foregoing visits and inspections so as to avoid creating unreasonable burdens upon management of the matters to which such materials relate as can reasonably be furnished without violation of such confidentiality obligations) or (ii) any communications protected by attorney-client privilege the disclosure or inspection of which would waive such privilegeBorrower and its Subsidiaries.

Maintaining Records; Access to Properties and Inspections. (a) Maintain (i) Keep proper books of record and account, in which true, complete and correct entries in conformity with GAAP or SAP, as applicable, shall be made of all material financial transactions and matters involving the material assets and business of the Borrower and the Subsidiaries and (ii) such books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or Local GAAP, as applicable) are made of all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower material dealings and the Subsidiariestransactions in relation to its business and activities. (b) Permit Each Company will permit any representatives designated by, and independent contractors of, by the Collateral Agent or the Administrative Agent or (no more frequently than twice in any Lender to visit and inspect any of its properties, to examine (subject to applicable laws of Governmental Authorities regarding confidentiality of patient health information and other confidentiality restrictions of Governmental Authorities to which the Borrower and its Subsidiaries are bound) its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers and independent public accountants (provided that so long as no 12-month period unless an Event of Default existshas occurred and is then continuing) or, a representative of the Borrower shall be permitted to be present in such discussions), all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower (which notice shall not be required at any time after the occurrence and during the continuance of an Event of Default), a Lender, as often as reasonably requested upon reasonable prior written notice, in each case, to visit and inspect the financial records and the Property of such Company at reasonable times during regular business hours and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances, accounts and condition of any Company with the officers and employees thereof and Advisors thereof (subject to customary access agreements) as long as representatives of Borrower have been given reasonable prior written notice of and the reasonable opportunity to attend any such discussions; provided, however, that so long as no Event of Default has occurred and is then continuing, the Borrower shall be obligated to pay not bear the expenses cost of only more than one such visit inspection in any calendar year12-month period by the Collateral Agent or the Administrative Agent. Notwithstanding anything to the foregoingcontrary in this Section 5.07, neither the none of Holdings, Borrower nor or any Restricted Subsidiary shall will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) any materials subject that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to a confidentiality obligation binding upon the Borrower or such Subsidiary (provided that the Borrower or such Subsidiary shall, at the request of the Administrative Agent, Collateral Agent or any LenderLender (or their respective representatives or contractors) is prohibited by any Legal Requirement or any binding agreement with a third party (provided that, use with respect to any such binding agreement with a third party, Holdings shall upon request from Administrative Agent have used commercially reasonable efforts to obtain permission for a waiver of any such disclosure and, in the event permission cannot be obtained, furnish some information regarding the matters to which such materials relate as can reasonably be furnished without violation of such confidentiality obligationsprohibition) or (iiiii) any communications protected by attorney-that is subject to attorney client or similar privilege the disclosure or inspection of which would waive such privilegeconstitutes attorney work product.

Maintaining Records; Access to Properties and Inspections. (a) Maintain (i) proper books of record and account, all financial records in which true, complete and correct entries in conformity accordance with GAAP or SAP, as applicable, shall be made of all material financial transactions and matters involving the material assets and business of the Borrower and the Subsidiaries and (ii) such books of record and account in material conformity with all applicable requirements of permit any Governmental Authority having regulatory jurisdiction over the Borrower and the Subsidiaries. (b) Permit representatives designated by, and independent contractors of, by the Administrative Agent or any Lender upon reasonable notice to visit and inspect the properties of the Borrower or any of its propertiesthe other Loan Parties (such visits and inspections to be at the sole cost and expense of the Agent or such Lender, so long as an Event of Default is not existing) and to examine inspect their financial and business records (except records and documents subject to applicable laws the attorney-client privilege and the work product doctrine) and to make extracts therefrom and copies thereof, all at reasonable times and in a manner so as not to unreasonably disrupt the operations of Governmental Authorities regarding confidentiality of patient health information and other confidentiality restrictions of Governmental Authorities to which the Borrower or the other Loan Parties and its Subsidiaries are bound) its corporate, financial and operating recordsas often as reasonably requested, and make copies thereof permit the Agent or abstracts therefrom, and any Lender or any representatives designated by the Agent or any Lender upon reasonable notice to discuss its the affairs, finances and accounts with its directors, officers and independent public accountants (provided that so long as no Event of Default exists, a representative condition of the Borrower shall be permitted to be present in such discussions), all at the expense or any of the Borrower other Loan Parties with the officers thereof and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower (which notice shall not be required at any time after the occurrence and during the continuance of an Event of Default)independent accountants therefor; provided, however, that so long as no Event of Default has occurred and is continuing, the Borrower shall be obligated to pay the expenses of only one such visit in any calendar year. Notwithstanding the foregoing, neither the Borrower nor any Subsidiary shall be required to disclose (i) any materials subject representatives designated by the Agent or any Lender shall be in the business of acting as crisis managers or business consultants and shall be bound by the same or similar internal policies with regard to a confidentiality obligation binding upon confidential information as is the Agent or such Lender and (ii) the Agent or any Lender or any representatives designated by the Agent or any Lender shall not discuss the affairs, finances and condition of the Borrower or any of the other Loan Parties with the Borrower's independent accountants unless and until the Agent or such Subsidiary (provided Lender determines in its reasonable discretion that discussions directly with the Borrower or the officers of the Borrower have failed to satisfy the inquiries of the Agent or such Subsidiary Lender or its representatives. Not in limitation of the foregoing, the Borrower shall, at the request and shall cause each of the Administrative Agent or other Loan Parties to, keep complete, accurate and detailed financial records with respect to all amounts of all Loans made available to any Lender, use commercially reasonable efforts to obtain permission for such disclosure and, in of the event permission cannot be obtained, furnish some information regarding the matters to which such materials relate as can reasonably be furnished without violation Subsidiaries by way of such confidentiality obligations) or (ii) any communications protected by attorney-client privilege the disclosure or inspection of which would waive such privilegeloans.

Maintaining Records; Access to Properties and Inspections. (a) Maintain (i) proper books of record and account, all financial records in which true, complete and correct entries in conformity accordance with GAAP or SAP, as applicable, shall be made of all material financial transactions and matters involving the material assets and business of the Borrower and the Subsidiaries and (ii) such books of record and account in material conformity with all applicable requirements of permit any Governmental Authority having regulatory jurisdiction over the Borrower and the Subsidiaries. (b) Permit representatives designated by, and independent contractors of, by the Administrative Agent or any Lender upon reasonable notice to visit and inspect the properties of the Borrower or any of its propertiesthe other Loan Parties (such visits and inspections to be at the sole cost and expense of the Agent or such Lender, so long as an Event of Default is not existing) and to examine inspect their financial and business records (except records and documents subject to applicable laws the attorney-client privilege and the work product doctrine) and make extracts therefrom and copies thereof, all at reasonable times and in a manner so as not to unreasonably disrupt the operations of Governmental Authorities regarding confidentiality of patient health information and other confidentiality restrictions of Governmental Authorities to which the Borrower or the other Loan Parties and its Subsidiaries are bound) its corporate, financial and operating recordsas often as reasonably requested, and make copies thereof permit the Agent or abstracts therefrom, and any Lender or any representatives designated by the Agent or any Lender upon reasonable notice to discuss its the affairs, finances and accounts with its directors, officers and independent public accountants (provided that so long as no Event of Default exists, a representative condition of the Borrower shall be permitted to be present in such discussions), all at the expense or any of the Borrower other Loan Parties with the officers thereof and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower (which notice shall not be required at any time after the occurrence and during the continuance of an Event of Default)independent accountants therefor; provided, however, that so long as no Event of Default has occurred and is continuing, the Borrower shall be obligated to pay the expenses of only one such visit in any calendar year. Notwithstanding the foregoing, neither the Borrower nor any Subsidiary shall be required to disclose (i) any materials subject representatives designated by the Agent or any Lender shall be in the business of acting as crisis managers or business consultants and shall be bound by the same or similar internal policies with regard to a confidentiality obligation binding upon confidential information as is the Agent or such Lender and (ii) the Agent or any Lender or any representatives designated by the Agent or any Lender shall not discuss the affairs, finances and condition of the Borrower or any of the other Loan Parties with the Borrower's independent accountants unless and until the Agent or such Subsidiary (provided Lender determines in its reasonable discretion that discussions directly with the Borrower or the officers of the Borrower have failed to satisfy the inquiries of the Agent or such Subsidiary Lender or its representatives. Not in limitation of the foregoing, the Borrower shall, at the request and shall cause each of the Administrative Agent or other Loan Parties to, keep complete, accurate and detailed financial records with respect to all amounts of all Loans made available to any Lender, use commercially reasonable efforts to obtain permission for such disclosure and, in of the event permission cannot be obtained, furnish some information regarding the matters to which such materials relate as can reasonably be furnished without violation Subsidiaries by way of such confidentiality obligations) or (ii) any communications protected by attorney-client privilege the disclosure or inspection of which would waive such privilegeloans.

Maintaining Records; Access to Properties and Inspections. (a) Maintain (i) proper books The Company will, and will cause each of record and accountthe Subsidiaries to, maintain all financial records in which true, complete and correct entries in conformity accordance with GAAP or SAP(or, as applicablewith respect to any Foreign Subsidiary, shall be made of all material financial transactions the comparable foreign equivalent thereof) and matters involving the material assets and business of the Borrower and the Subsidiaries and (ii) such books of record and account in material conformity with all applicable requirements of permit any Governmental Authority having regulatory jurisdiction over the Borrower and the Subsidiaries. (b) Permit representatives designated by, and independent contractors of, the Administrative Agent or by any Lender to visit and inspect any of its properties, to examine (subject to applicable laws of Governmental Authorities regarding confidentiality of patient health information the financial records and other confidentiality restrictions of Governmental Authorities to which the Borrower and its Subsidiaries are bound) its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers and independent public accountants (provided that so long as no Event of Default exists, a representative properties of the Borrower shall be permitted to be present in such discussions), all Company or any Subsidiary at the expense of the Borrower and at such reasonable times during normal business hours and upon reasonable notice and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by any Lender to discuss the affairs, finances, properties and condition of the Company or any Subsidiary with the officers thereof and independent accountants therefor. The Lenders will afford the Company the right to be present during any such visit or inspection. 128 (b) The Company will, and will cause each of the other Borrowers to, permit the Agent (which may be reasonably desired, accompanied by any Lender and/or its representatives) to conduct (upon reasonable advance notice to a Responsible Officer of the Borrower (which notice shall Company and at the sole expense of the Company not be required at any time after to exceed $10,000 per audit plus reasonable out-of-pocket costs and expenses of the occurrence Agent) an audit of the accounts receivable and inventories of the Borrowers and of the Borrowing Base of each Borrower, up to three times during the continuance of an Event of Default)period commencing on the Closing Date and ending on the first anniversary thereof and two times during each one year period ending on each anniversary thereafter; provided, however, that so long as no such limitations shall not apply in the event that a Default or Event of Default has shall have occurred and is be continuing. The Company will, and will cause each of the Borrower shall be obligated other Borrowers to, permit Hilco Appraisal Services, LLC or another third party appraiser satisfactory to pay the expenses Agent to conduct (upon reasonable notice to a Responsible Officer of only one such visit the Company and at the sole expense of the Company not to exceed $20,000 in any calendar fiscal year. Notwithstanding the foregoing, neither the Borrower nor any Subsidiary shall be required to disclose (i) any materials subject to a confidentiality obligation binding upon the Borrower or such Subsidiary (provided that the Borrower or such Subsidiary shall, at the request an appraisal of the Administrative Agent or any Lenderinventories of the Borrowers, use commercially reasonable efforts up to obtain permission for one time in each fiscal year; provided, however, that such disclosure and, limitations shall not apply in the event permission cannot that a Default or Event of Default shall have occurred and be obtained, furnish some information regarding the matters to which such materials relate as can reasonably be furnished without violation of such confidentiality obligations) or (ii) any communications protected by attorney-client privilege the disclosure or inspection of which would waive such privilegecontinuing.

Maintaining Records; Access to Properties and Inspections. (a) Maintain (i) Keep proper books of record and account, account in which truefull, complete true and correct entries in conformity with GAAP or SAP(where applicable) and all material applicable statutes, as applicableregulations and orders of, shall be and all applicable restrictions imposed by, all Governmental Authorities are made of all material financial dealings and transactions in relation to its business and matters involving the material assets and business of the Borrower and the Subsidiaries and activities, (ii) such books keep proper records of record accounts with the Loan Parties and account their Affiliates (including the Verso Entities), with full, true and correct entries reflecting all payments received and paid (including, without limitation, funds received by Borrower from swept deposit accounts of the other Loan Parties), (iii) maintain all financial records in material conformity accordance with all applicable requirements GAAP and (iv) upon five Business Days’ notice (or, if an Event of Default has occurred and is continuing, one Business Days’ notice), permit any Governmental Authority having regulatory jurisdiction over the Borrower and the Subsidiaries. (b) Permit authorized representatives designated by, and independent contractors of, of the Administrative Agent to visit, audit and inspect (including for environmental matters) any of the properties of Holdings, the Borrower or any Lender to visit of the Subsidiaries, including its and inspect any of its properties, to examine (subject to applicable laws of Governmental Authorities regarding confidentiality of patient health information and other confidentiality restrictions of Governmental Authorities to which the Borrower and its Subsidiaries are bound) its corporate, their financial and operating accounting records, and to make copies thereof or abstracts and take extracts therefrom, and subject to reasonable requirements of confidentiality, including requirements imposed by law or contract, to discuss its and their affairs, finances and accounts business with its directors, and their officers and independent certified public accountants (provided that so long as no Event of Default exists, a representative of the Borrower shall be permitted has the opportunity to be present participate in any discussions with such discussionscertified public accountants), all at the expense of the Borrower and at such reasonable times during normal business hours and without undue disruption to the business of the Borrower as often as may be reasonably desiredrequested, upon reasonable advance notice to in each case at the Borrower (which notice shall not be required at any time after expense of the occurrence and during the continuance of Borrower. If an Event of Default); provided, however, that so long as no Event of Default has occurred and is continuing, the Borrower shall representatives of each Lender (at such Lender’s expense) will be obligated permitted to pay the expenses of only one such visit in any calendar year. Notwithstanding the foregoing, neither the Borrower nor any Subsidiary shall be required to disclose (i) any materials subject to a confidentiality obligation binding upon the Borrower or such Subsidiary (provided that the Borrower or such Subsidiary shall, at the request accompany representatives of the Administrative Agent or any Lenderduring each visit, use commercially reasonable efforts to obtain permission for such disclosure and, in inspection and discussion conducted during the event permission cannot be obtained, furnish some information regarding the matters to which such materials relate as can reasonably be furnished without violation existence of such confidentiality obligationsEvent of Default. (a) or [Reserved]. (i) Maintain entity records and books of account separate from those of any other entity which is an Affiliate of such entity and (ii) not commingle its funds or assets with those of any communications protected other entity which is an Affiliate of such entity (other than (i) such funds of the Borrower and the Subsidiary Loan Parties which may be commingled with each other in the ordinary course of their cash management systems and (ii) as a result of accidental or inadvertent remittances by attorney-client privilege the disclosure or inspection of which would waive such privilegecustomers that are remedied within 3 Business Days).

Maintaining Records; Access to Properties and Inspections. (a) Maintain (i) proper books all financial records in a manner sufficient to permit the preparation of record and account, consolidated financial statements in which true, complete and correct entries in conformity accordance with International GAAP or SAPU.S. GAAP, as applicable, shall be made the case may be. Upon the request of all material financial transactions and matters involving the material assets and business of the Borrower and the Subsidiaries and (ii) such books of record and account in material conformity with all applicable requirements of Administrative Agent permit any Governmental Authority having regulatory jurisdiction over the Borrower and the Subsidiaries. (b) Permit representatives persons designated by, and independent contractors of, by the Administrative Agent or any Lender to visit and inspect any of its properties, to examine (subject to applicable laws of Governmental Authorities regarding confidentiality of patient health information and other confidentiality restrictions of Governmental Authorities to which the Borrower and its Subsidiaries are bound) its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers and independent public accountants (provided that so long as no Event of Default exists, a representative of the Borrower shall be permitted to be present in such discussions), all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desiredor, upon reasonable advance notice to the Borrower (which notice shall not be required at any time after the occurrence and during the continuance of an Event of Default, any Lender to visit and inspect the financial records and the properties of Holdings, the Company or any of its Subsidiaries at reasonable times during normal business hours, upon at least three Business Days’ prior notice to Holdings or the Company (unless they otherwise consent) and upon reasonable request to make extracts from and copies of such financial records, and permit any persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender upon reasonable prior notice to Holdings or the Company to discuss the affairs, finances and condition of Holdings, the Company or any of its Subsidiaries with the officers thereof and independent accountants therefor (subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract); provided, howeverthat the Company shall have the right to have one or more of its designees present during any discussions with its independent accountants and provided, further, that the Administrative Agent shall not exercise its rights under this Section 5.07 more than once during any calendar year absent the existence of an Event of Default and such one time shall be at the Company’s expense. To the extent practicable and so long as no Event of Default has occurred and is continuing, the Borrower shall be obligated to pay the expenses of only one such visit in any calendar year. Notwithstanding the foregoing, neither the Borrower nor any Subsidiary shall be required to disclose (i) any materials subject to a confidentiality obligation binding upon the Borrower or such Subsidiary (provided that the Borrower or such Subsidiary shall, at the request of the Administrative Agent or any Lender, agrees to use commercially reasonable efforts to obtain permission for such disclosure and, in coordinate and otherwise to conduct the event permission cannot be obtained, furnish some information regarding foregoing visits and inspections so as to avoid creating unreasonable burdens upon management of the matters to which such materials relate as can reasonably be furnished without violation of such confidentiality obligations) or (ii) any communications protected by attorney-client privilege the disclosure or inspection of which would waive such privilegeCompany and its Subsidiaries.

Maintaining Records; Access to Properties and Inspections. (a) Maintain (i) Holdings will, and will cause each of the Restricted Subsidiaries to, maintain proper books of record and account, in which trueentries that are full, complete true and correct entries in all material respects and are in conformity with GAAP or SAP, as applicable, consistently applied shall be made of all material financial transactions and matters involving the material assets and business of Holdings and such Restricted Subsidiary, as the Borrower case may be. Holdings will, and will cause each of the Restricted Subsidiaries and (ii) such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower and the Subsidiaries. (b) Permit to, permit representatives designated by, and independent contractors of, of the Administrative Agent or any Lender and the Required Lenders to visit and inspect any of its propertiesproperties (to the extent it is within such Person’s control to permit such inspection), to examine (subject to applicable laws of Governmental Authorities regarding confidentiality of patient health information and other confidentiality restrictions of Governmental Authorities to which the Borrower and its Subsidiaries are bound) its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers officers, and independent public accountants (provided that so long as no Event of Default exists, a representative of the Borrower shall be permitted to be present in such discussions)accountants, all at the reasonable expense of the Canadian Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Canadian Borrower (which notice shall not be required at and subject, in the case of any time after the occurrence such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuance continuation of an Event of Default); provided, however, that so long as no Event only the Administrative Agent on behalf of Default has occurred and is continuing, the Borrower shall be obligated to pay the expenses of only one such visit in any calendar year. Notwithstanding the foregoing, neither the Borrower nor any Subsidiary shall be required to disclose (i) any materials subject to a confidentiality obligation binding upon the Borrower or such Subsidiary (provided that the Borrower or such Subsidiary shall, at the request Lenders may exercise rights of the Administrative Agent and the Required Lenders under this Section 5.07, and the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default at the Canadian Borrower’s expense; and provided, further, that when an Event of Default exists, the Administrative Agent or the Required Lenders (or any Lenderof their respective representatives or independent contractors) may do any of the foregoing at the expense of the Canadian Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Canadian Borrower the opportunity to participate in any discussions with the Canadian Borrower’s independent public accountants. Notwithstanding anything to the contrary in Section 5.04 or this Section 5.07, use commercially reasonable efforts none of Holdings or any Restricted Subsidiary will be required to obtain permission for such disclosure anddisclose, in permit the event permission cannot be obtainedinspection, furnish some examination or making copies or abstracts of, or discussion of, any document, information regarding the matters to which such materials relate as can reasonably be furnished without violation of such confidentiality obligationsor other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to any communications protected Agent or any Lender (or their respective representatives or contractors) is prohibited by Applicable Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege the disclosure or inspection of which would waive such privilegeconstitutes attorney work product.

Maintaining Records; Access to Properties and Inspections. (a) Maintain (i) Keep proper books of record and account, in which true, complete and correct entries in conformity with GAAP or SAP, as applicable, shall be made of all material financial transactions and matters involving the material assets and business of the Borrower and the Subsidiaries and (ii) such books of record and account in material which proper entries in conformity with GAAP and all applicable requirements of law are made of all dealings and transactions in relation to its business and activities; permit, and will cause each of its Subsidiaries to permit, any Governmental Authority having regulatory jurisdiction over the Borrower and the Subsidiaries. (b) Permit representatives designated by, and independent contractors of, by the Administrative Agent or any Lender Required Investors to visit and inspect the financial records and the properties of the Company or any Subsidiary at reasonable times and as often as reasonably requested, and to make extracts from and copies of its properties, to examine (subject to applicable laws of Governmental Authorities regarding confidentiality of patient health information and other confidentiality restrictions of Governmental Authorities to which the Borrower and its Subsidiaries are bound) its corporate, such financial and operating records, and make copies thereof or abstracts therefrom, and permit any representatives designated by any such Investor to discuss its the affairs, finances and accounts condition of the Company or any Subsidiary with its directors, the officers thereof and independent public accountants therefor (provided that so long as no with representatives of the Company being given reasonable opportunity to be present unless an Event of Default exists, a representative of the Borrower shall be permitted to be present in such discussionsor Default has occurred and is continuing), subject in all at the expense of the Borrower and at such reasonable times during normal business hours and as often as cases to any confidentiality restrictions that may be reasonably desired, upon reasonable advance notice applicable to the Borrower (which notice shall not be required at Company and to any time after confidentiality restrictions that the occurrence and during Company reasonably imposes on the continuance of an Event of Default)Persons receiving such information; provided, however, that notwithstanding the provisions of Section 12.5, any Investor for whose benefit such inspection and visitation is made acknowledges that in connection with such inspection and visitation, none of the Company, its Affiliates and their respective officers, directors, employees and agents (the "COMPANY PARTIES") shall have any responsibility for the condition of any operational property of the Company or its Subsidiaries so long as no Event of Default has occurred visited and is continuinginspected, the Borrower shall be obligated access and egress thereto, and any vice or defect therein or thereon, and assumes all responsibility for and hereby releases and indemnifies the Company Parties against any claim for damage or injury to pay such Investor (or the expenses representatives thereof) (other than any claim for damage or injury arising out of only one such visit in the gross negligence or willful misconduct of any calendar year. Notwithstanding the foregoingCompany Party); provided, further, that neither the Borrower Company nor any Subsidiary of its Subsidiaries shall be required to disclose (i) to any materials Investor 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 a confidentiality obligation binding upon prevent the Borrower or loss of such Subsidiary (provided privilege in connection with such information; and provided, further, that the Borrower or such Subsidiary shall, at the request of the Administrative Agent or any Lender, Company will use commercially reasonable efforts to obtain permission furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if the Investor is offered the opportunity to review such disclosure and, in confidential information by executing or otherwise becoming a party 41 51 to the event permission cannot be obtained, furnish some information regarding confidentiality restrictions on substantially the matters same terms (including any standstill provisions) as are applicable to which such materials relate as can reasonably be furnished without violation of such confidentiality obligations) or (ii) any communications protected by attorney-client privilege the disclosure or inspection of which would waive such privilegeCompany.

Maintaining Records; Access to Properties and Inspections. (a) Maintain (i) The Borrower shall, and shall cause each Restricted Subsidiary to, keep proper books of record and account, in a manner consistent with requirements of law and with sound business practice so as to permit the preparation of financial statements in conformity with GAAP, and in which truefull, complete true and correct entries in conformity with GAAP or SAP, as applicable, shall be are made of all material financial dealings and transactions in relation to its business and matters involving the material assets and business of the Borrower and the Subsidiaries and (ii) such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower and the Subsidiariesactivities. (b) Permit Each Credit Party will, and will cause each of its Subsidiaries to, permit any representatives designated by, and independent contractors of, by the Administrative Agent or any Lender to visit and inspect any the financial records and the properties of its propertiesHolding, to examine (subject to applicable laws of Governmental Authorities regarding confidentiality of patient health information and other confidentiality restrictions of Governmental Authorities to which the Borrower or any Subsidiary at reasonable times and its Subsidiaries are bound) its corporate, as often as reasonably requested and to make extracts from and copies of such financial and operating records, and make copies thereof permit any representatives designated by the Administrative Agent or abstracts therefrom, and any Lender to discuss its the affairs, finances and accounts condition of Holding, the Borrower or any Subsidiary with its directors, the officers thereof and independent public accountants (provided that so long as no Event of Default exists, a representative of the Borrower shall be permitted to be present in such discussions), all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower (which notice shall not be required at any time after the occurrence and during the continuance of an Event of Default)therefor; provided, however, that (i) so long as no Event of Default has occurred and is continuing, the Borrower Administrative Agent and the Lenders shall be obligated limited to pay visits on four occasions per year, and the expenses of only one Administrative Agent shall use it best efforts to coordinate such visit in any calendar year. Notwithstanding visits, and (ii) the foregoing, neither Administrative Agent shall give the Borrower nor any Subsidiary shall be required to disclose (i) any materials subject to reasonable notice of a confidentiality obligation binding upon proposed discussions with such independent accountants, and representatives of the Borrower or may at the Borrower's option participate in such Subsidiary discussions. (provided that c) Following an Event of Default resulting from a failure of the Borrower to comply with Section 6.08 or such Subsidiary shall, at 6.10 hereof and upon the request of the Administrative Agent, each Credit Party will, and will cause its subsidiaries to, cooperate with an Independent Consultant hired on behalf of the Lenders to conduct such examinations and inquiries with respect to the business, operations and prospects of Borrower and its subsidiaries as may be requested by the Administrative Agent or any Lenderin its discretion, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish some information regarding the matters to which such materials relate as can reasonably be furnished without violation results of such confidentiality obligations) or (ii) any communications protected examinations and inquiries to be reported to the Lenders; provided that such Independent Consultant shall be selected by attorney-client privilege the disclosure or inspection Borrower from a list of which would waive three such privilegeIndependent Consultants selected by the Administrative Agent and that all costs and expenses of such Independent Consultant shall be paid by the Borrower.

Maintaining Records; Access to Properties and Inspections. (a) Maintain (i) proper books of record and account, all financial records in which true, complete and correct entries in conformity accordance with GAAP or SAP, as applicable, shall be made of all material financial transactions and matters involving the material assets and business of the Borrower and the Subsidiaries and (ii) such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower and the Subsidiaries. (b) Permit representatives designated by, and independent contractors of, permit the Administrative Agent (or any Lender to visit and inspect any of its properties, to examine (subject to applicable laws of Governmental Authorities regarding confidentiality of patient health information and other confidentiality restrictions of Governmental Authorities to which the Borrower and its Subsidiaries are boundPersons designated thereby) its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers and independent public accountants (provided that so long as no Event of Default exists, a representative of the Borrower shall be permitted to be present in such discussions), all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desiredor, upon reasonable advance notice to the Borrower (which notice shall not be required at any time after the occurrence and during the continuance continuation of an Event of Default); provided, howeverany Lender, that so long as no to visit and inspect the financial records and the properties of the Borrower or any of its Restricted Subsidiaries at reasonable mutually agreed times during normal business hours, upon at least three (3) Business Days prior notice to the Borrower or, if an Event of Default has occurred and is continuing, upon reasonable prior notice to the Borrower, and as often as reasonably requested but in no event more than once per fiscal quarter so long as no Event of Default is continuing, and to make extracts from and copies of such financial records (subject to compliance with copyright laws), and permit the Administrative Agent (or Persons designated thereby) or, upon the occurrence and during the continuation of an Event of Default, any Lender or any Issuing Bank, upon reasonable prior notice to the Borrower to discuss the affairs, finances and condition of the Borrower or any of its Restricted Subsidiaries with the officers thereof, or the general partner, managing member or sole member thereof (subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract); provided, that, during any calendar year absent the occurrence and continuation of an Event of Default, only one visit by the Administrative Agent for reasonable expenses of a reasonable number of people shall be obligated to pay at the expenses Borrower’s expense; provided, further, that when an Event of only one such visit in Default exists, the Administrative Agent or any calendar year. Notwithstanding Lender may do any of the foregoing, neither foregoing at the expense of the Borrower nor provided that the exercise of rights under this Section shall not unreasonably interfere with the business of the Borrower or any Subsidiary shall be required to disclose of its Restricted Subsidiaries. (b) (i) any materials Maintain or cause the maintenance of the interests and rights with respect to the Midstream Assets Real Property Interests for the Midstream Assets except to the extent individually or in the aggregate the failure to maintain such interests and rights would not reasonably be expected to have a Material Adverse Effect, (ii) subject to the Permitted Encumbrances and except to the extent the failure would not reasonably be expected to have a confidentiality obligation binding Material Adverse Effect, maintain the Midstream Assets within the confines of the Midstream Assets Real Property Interests granted to the applicable Loan Party with respect thereto without material encroachment upon any adjoining property, (iii) maintain such rights of ingress and egress necessary to permit the Borrower Loan Parties to inspect, operate, repair, and maintain the Midstream Assets, except to the extent that failure to maintain such rights, individually or such Subsidiary (in the aggregate, would not reasonably be expected to have a Material Adverse Effect and provided that the Borrower or such Subsidiary shallany other Loan Party may hire third parties to perform these functions, at the request and (iv) maintain all material agreements, licenses, permits, and other rights required for any of the Administrative Agent or any Lenderforegoing described in clauses (i), use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish some information regarding the matters to which such materials relate as can reasonably be furnished without violation of such confidentiality obligations) or (ii) and (iii) of this Section 5.07(b) in full force and effect in accordance with their terms, timely make any communications protected by attorney-client privilege payments due thereunder, and prevent any default thereunder which could result in a termination or loss thereof, except with respect to any failure to maintain any material agreements, licenses, permits and other rights required herein, to make any such payments, or to prevent any such default, that would not reasonably be expected, individually or in the disclosure or inspection of which would waive such privilegeaggregate, to have a Material Adverse Effect.

Maintaining Records; Access to Properties and Inspections. (a) Maintain (i) proper books The Borrower will, and will cause each of record and accountthe Subsidiaries to, maintain all financial records in which true, complete and correct entries in conformity with GAAP or SAP, as applicable, shall be made of all material financial transactions respects in accordance with GAAP. The Borrower will, and matters involving the material assets and business will cause each of the Borrower and the Subsidiaries and (ii) such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower and the Subsidiaries. (b) Permit to, permit representatives designated by, and independent contractors of, of the Administrative Agent or any Lender and the Lenders to visit and inspect any of its propertiesproperties (to the extent it is within such Person’s control to permit such inspection), to examine (subject to applicable laws of Governmental Authorities regarding confidentiality of patient health information and other confidentiality restrictions of Governmental Authorities to which the Borrower and its Subsidiaries are bound) its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers officers, and independent public accountants (provided that so long as no Event of Default exists, a representative of the Borrower shall be permitted to be present in such discussions)accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower (which notice shall not be required at and subject, in the case of any time after the occurrence such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuance continuation of an Event of Default); provided, however, that so long as no only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 5.07 and the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default has occurred at the Borrower’s expense; and is continuingprovided, further, that when an Event of Default exists, the Administrative Agent or the Lenders (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. The Administrative Agent and the Lenders shall be obligated give the Borrower the opportunity to pay the expenses of only one such visit participate in any calendar yeardiscussions with the Borrower’s independent public accountants. Notwithstanding anything to the foregoingcontrary in Section 5.01 or this Section 5.07, neither the of Borrower nor any Subsidiary shall will be required to disclose disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) any materials subject that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to a confidentiality obligation binding upon the Borrower or such Subsidiary (provided that the Borrower or such Subsidiary shall, at the request of the Administrative Agent or any Lender, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish some information regarding the matters to which such materials relate as can reasonably be furnished without violation Lender (or their respective representatives or contractors) is prohibited by applicable Requirements of such confidentiality obligations) Law or any binding agreement or (iiiii) any communications protected by that is subject to attorney-client or similar privilege the disclosure or inspection of which would waive such privilegeconstitutes attorney work product.

Maintaining Records; Access to Properties and Inspections. (a) Maintain (i) proper books of record and account, all financial records in which true, complete and correct entries in conformity accordance with GAAP or SAP, as applicable, shall be made of all material financial transactions and matters involving the material assets and business of the Borrower and the Subsidiaries and (ii) such books of record and account in material conformity with all applicable requirements of upon reasonable notice by any Governmental Authority having regulatory jurisdiction over the Borrower and the Subsidiaries. (b) Permit Lender permit any representatives designated byby such Lender, and independent contractors ofsubject to Section 9.15, the Administrative Agent or any Lender to visit and inspect any of its properties, to examine (subject to applicable laws of Governmental Authorities regarding confidentiality of patient health information the financial records and other confidentiality restrictions of Governmental Authorities to which the Borrower and its Subsidiaries are bound) its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers and independent public accountants (provided that so long as no Event of Default exists, a representative properties of the Borrower shall be permitted to be present in such discussions), all or any Restricted Subsidiary at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desiredrequested and to make extracts from and copies of such financial records, upon reasonable advance notice and permit any representatives designated by any Lender to discuss the affairs, finances and condition of the Borrower (which notice shall not be required at or any time after Restricted Subsidiary with the occurrence officers thereof and during the continuance of an Event of Default); provided, however, that so independent accountants therefor. So long as no Event of Default has occurred and is continuingexists, the Borrower shall be obligated to pay the expenses of only one such visit in any calendar year. Notwithstanding the foregoing, neither the Borrower nor any Subsidiary shall not be required to disclose (i) any materials subject to a confidentiality obligation binding upon the Borrower or such Subsidiary (provided that the Borrower or such Subsidiary shall, at the request of reimburse the Administrative Agent or any LenderLender for expenses incurred in connection with any such inspection or examination. a. Use of Proceeds . Use the proceeds of the Loans only (a) to pay certain existing Indebtedness of the Borrower and its Subsidiaries on the Closing Date, use commercially reasonable efforts (b) to obtain permission pay fees and expenses in connection with the entering into of this Agreement and the Facilities, and the related transactions, and (c) for general corporate purposes of the Borrower and its Restricted Subsidiaries, including, without limitation, working capital, investments, acquisitions, payments of dividends, repurchasing outstanding capital stock and capital expenditures (provided that such disclosure and, in activities are permitted by any other provisions of this Agreement and the other Loan Documents). In no event permission cannot shall (a) any part of the proceeds of the Loans be obtained, furnish some information regarding used by any Loan Party (i) to purchase or carry margin stock or to extend credit to others for the matters to which such materials relate as can reasonably be furnished without violation purpose of such confidentiality obligations) purchasing or carrying Margin Stock or (ii) fund any communications protected by attorneyoperations in, finance any investments or activities in, or make any payments to, a Person in violation of any Anti-client privilege Terrorism Law or any Anti-Corruption Laws, (b) the disclosure funds used to repay the Facilities be derived from any unlawful activity in violation of any Anti-Terrorism Law or inspection any Anti-Corruption Laws (c) more than twenty-five percent (25%) of which would waive such privilegethe value of the assets of the Borrower and its Subsidiaries be Margin Stock.

Maintaining Records; Access to Properties and Inspections. Maintain all financial records in accordance with GAAP, as applicable, and permit any persons designated by the Agents or, upon the occurrence and during the continuance of an Event of Default, any Lender, subject to reasonable security and safety restrictions, to visit and inspect the financial records and the properties of Holdings or any of the Subsidiaries at reasonable times, upon reasonable prior notice to Holdings or any Borrower, and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any persons designated by the Agents or, upon the occurrence and during the continuance of an Event of Default, any Lender upon reasonable prior notice to Holdings or any Borrower to discuss the affairs, finances and condition of Holdings or any of the Subsidiaries with the officers thereof and (asubject to a senior officer of the respective company or a parent thereof being present) Maintain independent accountants therefor (i) subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract).Holdings will, and will cause each of the Restricted Subsidiaries to, maintain proper books of record and account, in which trueentries that are full, complete true and correct entries in all material respects and are in conformity with GAAP or SAP, as applicable, consistently applied shall be made of all material financial transactions and matters involving the material assets and business of Holdings and such Restricted Subsidiary, as the Borrower case may be. Holdings will, and will cause each of the Restricted Subsidiaries and (ii) such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower and the Subsidiaries. (b) Permit to, permit representatives designated by, and independent contractors of, of the Administrative Agent or any Lender and the Required Lenders to visit and inspect any of its propertiesproperties (to the extent it is within such Person’s control to permit such inspection), to examine (subject to applicable laws of Governmental Authorities regarding confidentiality of patient health information and other confidentiality restrictions of Governmental Authorities to which the Borrower and its Subsidiaries are bound) its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers officers, and independent public accountants (provided that so long as no Event of Default exists, a representative of the Borrower shall be permitted to be present in such discussions)accountants, all at the reasonable expense of the Canadian Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Canadian Borrower (which notice shall not be required at and subject, in the case of any time after the occurrence such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuance continuation of an Event of Default); provided, however, that so long as no Event only the Administrative Agent on behalf of Default has occurred and is continuing, the Borrower shall be obligated to pay the expenses of only one such visit in any calendar year. Notwithstanding the foregoing, neither the Borrower nor any Subsidiary shall be required to disclose (i) any materials subject to a confidentiality obligation binding upon the Borrower or such Subsidiary (provided that the Borrower or such Subsidiary shall, at the request Lenders may exercise rights of the Administrative Agent and the Required Lenders under this Section 5.07, and the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default at the Canadian Borrower’s expense; and provided, further, that when an Event of Default exists, the Administrative Agent or the Required Lenders (or any Lenderof their respective representatives or independent contractors) may do any of the foregoing at the expense of the Canadian Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Canadian Borrower the opportunity to participate in any discussions with the Canadian Borrower’s independent public accountants. Notwithstanding anything to the contrary in Section 5.04 or this Section 5.07, use commercially reasonable efforts none of Holdings or any Restricted Subsidiary will be required to obtain permission for such disclosure anddisclose, in permit the event permission cannot be obtainedinspection, furnish some examination or making copies or abstracts of, or discussion of, any document, information regarding the matters to which such materials relate as can reasonably be furnished without violation of such confidentiality obligationsor other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to any communications protected Agent or any Lender (or their respective representatives or contractors) is prohibited by Applicable Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege the disclosure or inspection of which would waive such privilegeconstitutes attorney work product.

Maintaining Records; Access to Properties and Inspections. (a) Maintain (i) proper books of record The Borrower will, and account, in which true, complete and correct entries in conformity with GAAP or SAP, as applicable, shall be made of all material financial transactions and matters involving the material assets and business will cause each of the Restricted Subsidiaries to maintain all financial records in accordance with GAAP. The Borrower will, and will cause each of the Restricted Subsidiaries and (ii) such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower and the Subsidiaries. (b) Permit to, permit representatives designated by, and independent contractors of, of the Administrative Agent or any Lender Agents and the Lenders to visit and inspect any of its propertiesproperties (to the extent it is within such Person’s control to permit such inspection), to examine (subject to applicable laws of Governmental Authorities regarding confidentiality of patient health information and other confidentiality restrictions of Governmental Authorities to which the Borrower and its Subsidiaries are bound) its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers officers, and independent public accountants (provided that so long as no Event of Default exists, a representative of the Borrower shall be permitted to be present in such discussions)accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower (which notice shall not be required at and subject, in the case of any time after the occurrence such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuance continuation of an Event of Default); provided, however, that so long as no only the Administrative Agent on behalf of the Lenders may exercise rights of the Agents and the Lenders under this Section 5.07 and the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default has occurred at the Borrower’s expense; and is continuingprovided, further, that when an Event of Default exists, the Administrative Agent or the Lenders (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. The Administrative Agent and the Lenders shall be obligated give the Borrower the opportunity to pay the expenses of only one such visit participate in any calendar yeardiscussions with the Borrower’s independent public accountants. Notwithstanding anything to the foregoingcontrary in Section 5.01 or this Section 5.07, neither the of Borrower nor any Restricted Subsidiary shall will be required to disclose disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) any materials subject that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to a confidentiality obligation binding upon the Borrower or such Subsidiary (provided that the Borrower or such Subsidiary shall, at the request of the Administrative Agent or any Lender, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish some information regarding the matters to which such materials relate as can reasonably be furnished without violation Lender (or their respective representatives or contractors) is prohibited by applicable Requirements of such confidentiality obligations) Law or any binding agreement or (iiiii) any communications protected by that is subject to attorney-client or similar privilege the disclosure or inspection of which would waive such privilegeconstitutes attorney work product.