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

Maintaining Records; Access to Properties and Inspections. Maintain all financial records in accordance with GAAP (including records necessary to calculate the Company’s “earnings and profits” for U.S. federal, state and local income tax purposes until the expiration of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfied, permit the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of an Event of Default, any Representative of the Holders of at least 25.0% of the Accumulated Stated Value (the “Required Holders”), to visit and inspect the financial records and the properties of the Company or any of its Subsidiaries at reasonable times, 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 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 shall have occurred and be continuing.

Maintaining Records; Access to Properties and Inspections. (a) Maintain all financial records (i) proper books of record and account, in accordance which true, complete and correct entries in conformity with GAAP (including records necessary to calculate or SAP, as applicable, shall be made of all material financial transactions and matters involving the Company’s “earnings material assets and profits” for U.S. federal, state and local income tax purposes until the expiration business of the Borrower and the Subsidiaries and (ii) such books of record and account in material conformity with all applicable statute requirements of limitationsany Governmental Authority having regulatory jurisdiction over the Borrower and the Subsidiaries. (b) andPermit 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 Minimum Hold Condition is satisfiedBorrower shall be permitted to be present in such discussions), permit all at the Preferred Majority Holder expense of the Borrower and its Representatives orat 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, any Representative of the Holders of at least 25.0% of the Accumulated Stated Value (the “Required Holders”)however, to visit and inspect the financial records and the properties of the Company or any of its Subsidiaries at reasonable times, upon reasonable prior notice to the Company, and that so long as often as reasonably requested (provided that, except upon the occurrence and during the continuance of an no Event of DefaultDefault has occurred and is continuing, the Company Borrower shall not 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 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 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 disclose (i) any materials subject to Section 1.7 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, with respect in the event permission cannot be obtained, furnish some information regarding the matters to any Required Holder which such materials relate as can reasonably be furnished without violation of such confidentiality obligations) 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 any communications protected by attorney-client privilege the sole expense disclosure or inspection 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 shall have occurred and be continuingwhich would waive such privilege.

Maintaining Records; Access to Properties and Inspections. Maintain Keep proper books of record and account in which full, true and correct entries in all financial records material respects in accordance conformity with GAAP (including records necessary to calculate the Company’s “earnings GAAP. The Borrowers and profits” for U.S. federaleach Restricted Subsidiary will, state and local income tax purposes until the expiration will cause each of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfiedits subsidiaries to, permit any representatives designated by the Preferred Majority Holder and its Representatives or, upon 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”), Administrative Agent in writing to visit and inspect the financial records and the properties of such person from time to time (but in the Company or any of its Subsidiaries at reasonable times, upon reasonable prior notice to the Company, and as often as reasonably requested (provided that, except upon the occurrence and during the continuance absence of an Event of Default, the Company shall not be required to permit no more often than two such visits per fiscal once during any calendar year) upon prior reasonable notice and at such reasonable times during normal business hours as shall be agreed to and to make extracts from and copies of such financial records, and permit any representatives designated by the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of an Event of Default, Administrative Agent or any Representative of the Required Holders upon reasonable prior notice to the Company Lender to discuss the affairs, finances and condition of the Company or any of its Subsidiaries or any Parent Entity such person with the officers thereof and independent accountants therefor (so long as the Company, any provided that a representative of its Subsidiaries or any Parent Entity has each Borrower is given the opportunity to participate in any such discussions with such accountants). The exercise be present) independent accountants therefor, all at the cost of the foregoing access, visitation and inspection rights Borrowers (which amounts shall be reasonable); provided that except during the existence of an Event of Default, the Borrowers shall not be responsible for the costs of more than one visit per calendar year. Notwithstanding anything to the contrary in this Section 5.07, none of the Borrowers or any of their Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding agreement or (b) is subject to attorney-client or similar privilege or constitutes attorney work product; provided that, in the event that the Borrowers or any of their Restricted Subsidiaries do not provide information that otherwise would be required to be provided hereunder in reliance on such exception, then the Borrowers shall use commercially reasonable efforts to (i) 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 provide notice to the CompanyAdministrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege) and (ii) at communicate, to the sole expense of extent permitted, the Preferred Majority Holder or the Required Holders, as the case may be, unless, applicable information in the case of this clause (ii), an Event of Default shall have occurred a way that would not violate such restrictions and be continuingto eliminate such restrictions.

Maintaining Records; Access to Properties and Inspections. Maintain all financial records in a manner sufficient to permit the preparation of consolidated financial statements in accordance with GAAP (including records necessary to calculate GAAP. Upon the Company’s “earnings and profits” for U.S. federal, state and local income tax purposes until request of Administrative Agent permit any persons designated by the expiration of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfied, permit the Preferred Majority Holder and its Representatives Administrative Agent or, upon 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”), Lender to visit and inspect the financial records and the properties of Holdings, the Company Borrower or any of its Subsidiaries at reasonable timestimes during normal business hours, upon reasonable prior notice to Holdings or the CompanyBorrower, 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 any persons designated by the Preferred Majority Holder and its Representatives Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Representative of the Required Holders Lender upon reasonable prior notice to Holdings or the Company Borrower to discuss the affairs, finances and condition of Holdings, the Company Borrower or any of its Subsidiaries or any Parent Entity with the officers thereof and independent accountants therefor (so long as subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract); provided, that the Company, any Borrower shall have the right to have one or more of its Subsidiaries or designees present during any Parent Entity has the opportunity to participate in any such discussions with such accountants). The 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 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 and only one such time shall have be at the Borrower’s expense. So long as no Event of Default has occurred and be is continuing, the Administrative Agent agrees to use commercially reasonable efforts to coordinate and otherwise to conduct the foregoing visits and inspections so as to avoid creating unreasonable burdens upon management of the Borrower and its Subsidiaries.

Maintaining Records; Access to Properties and Inspections. Maintain all financial records in a manner sufficient to permit the preparation of consolidated financial statements in accordance with GAAP (including GAAP. Upon the request of Administrative Agent permit any persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender to visit and inspect the financial records necessary and the properties of Holdings, the Borrower or any of its Subsidiaries at reasonable times during normal business hours, upon reasonable prior notice to calculate Holdings or the Company’s “earnings Borrower, and profits” for U.S. federalas often as reasonably requested and to make extracts from and copies of such financial records, state and local income tax purposes until permit any persons designated by the expiration of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfied, permit the Preferred Majority Holder and its Representatives Administrative Agent or, upon 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”), to visit and inspect the financial records and the properties of the Company or any of its Subsidiaries at reasonable times, Lender upon reasonable prior notice to Holdings or 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 Borrower to discuss the affairs, finances and condition of Holdings, the Company Borrower or any of its Subsidiaries or any Parent Entity with the officers thereof and independent accountants therefor (so long as subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract); provided, that the Company, any Borrower shall have the right to have one or more of its Subsidiaries or designees present during any Parent Entity has the opportunity to participate in any such discussions with such accountants). The 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 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 and only one such time shall have be at the Borrower’s expense. To the extent practicable and so long as no Event of Default has occurred and be is continuing, the Administrative Agent agrees to use commercially reasonable efforts to coordinate and otherwise to conduct the foregoing visits and inspections so as to avoid creating unreasonable burdens upon management of the Borrower and its Subsidiaries.

Maintaining Records; Access to Properties and Inspections. Maintain (a) Keep proper books of record and account in which entries that are full, true and correct in all financial records material respects and are in accordance conformity with GAAP (including records necessary or Local GAAP, as applicable) are made of all material dealings and transactions in relation to calculate its business and activities. (b) Each Company will permit any representatives designated by the Company’s “earnings Collateral Agent or the Administrative Agent (no more frequently than twice in any 12-month period unless an Event of Default has occurred and profits” for U.S. federal, state and local income tax purposes until the expiration of the applicable statute of limitationsis then continuing) and, so long as the Minimum Hold Condition is satisfied, permit the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of an Event of Default, any Representative of the Holders of at least 25.0% of the Accumulated Stated Value (the “Required Holders”)a Lender, as often as reasonably requested upon reasonable prior written notice, in each case, to visit and inspect the financial records and the properties Property of the such Company or any of its Subsidiaries at reasonable times, upon reasonable prior notice to the Company, and as often as reasonably requested (provided that, except upon the occurrence and times during the continuance of an Event of Default, the Company shall not be required to permit more than two such visits per fiscal year) regular business hours and to make extracts from and copies of such financial records, and permit any representatives designated by the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of an Event of Default, Administrative Agent or any Representative of the Required Holders upon reasonable prior notice to the Company Lender to discuss the affairs, finances finances, accounts and condition of the any Company or any of its Subsidiaries or any Parent Entity with the officers and employees thereof and independent accountants therefor 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, that so long as no Event of Default has occurred and is then continuing, Borrower shall not bear the Companycost of more than one such inspection in any 12-month period by the Collateral Agent or the Administrative Agent. Notwithstanding anything to the contrary in this Section 5.07, none of Holdings, Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any of its Subsidiaries document, information 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 other matter (i) subject that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to Section 1.7 andthe Administrative Agent, Collateral Agent or any Lender (or their respective representatives or contractors) is prohibited by any Legal Requirement or any binding agreement with a third party (provided that, with respect to any Required Holder such binding agreement with a third party, Holdings shall upon request from Administrative Agent have used commercially reasonable efforts to obtain a waiver of any such prohibition) 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 (iii) that is subject to the Company, and (ii) at the sole expense of the Preferred Majority Holder attorney client or the Required Holders, as the case may be, unless, in the case of this clause (ii), an Event of Default shall have occurred and be continuingsimilar privilege or constitutes attorney work product.

Maintaining Records; Access to Properties and Inspections. Maintain all financial records in a manner sufficient to permit the preparation of consolidated financial statements in accordance with GAAP (including records necessary to calculate GAAP. Upon the Company’s “earnings and profits” for U.S. federal, state and local income tax purposes until request of Administrative Agent permit any persons designated by the expiration of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfied, permit the Preferred Majority Holder and its Representatives Administrative Agent or, upon 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”), Lender to visit and inspect the financial records and the properties of Holdings, the Company Borrower or any of its Subsidiaries at reasonable timestimes during normal business hours, upon reasonable prior notice to Holdings or the CompanyBorrower, 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 any persons designated by the Preferred Majority Holder and its Representatives Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Representative of the Required Holders Lender upon reasonable prior notice to Holdings or the Company Borrower to discuss the affairs, finances and condition of Holdings, the Company Borrower or any of its Subsidiaries or any Parent Entity with the officers thereof and independent accountants therefor (so long as subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract); provided, that the Company, any Borrower shall have the right to have one or more of its Subsidiaries or designees present during any Parent Entity has the opportunity to participate in any such discussions with such accountants). The 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 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 and only one such time shall have be at the Borrower’s expense. To the extent practicable and so long as no Event of Default has occurred and be is continuing, the Administrative Agent agrees to use commercially reasonable efforts to coordinate and otherwise to conduct the foregoing visits and inspections so as to avoid creating unreasonable burdens upon management of the Borrower and its Subsidiaries.

Maintaining Records; Access to Properties and Inspections. (a) Maintain all financial records in accordance with GAAP (including records necessary to calculate and applicable law and permit any representatives designated by the Company’s “earnings and profits” for U.S. federal, state and local income tax purposes until the expiration of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfied, permit the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of an Event of Default, Administrative Agent or any Representative of the Holders of at least 25.0% of the Accumulated Stated Value (the “Required Holders”), Lender to visit and inspect the properties and financial records of SSCC, any Borrower and the properties of the Company or any of its their respective Subsidiaries at reasonable times, during normal business hours and 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 recordsrecords (provided that, and permit the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of unless an Event of DefaultDefault shall have occurred and is continuing, no more than two such visits and inspections may be made in any Representative of the Required Holders upon reasonable prior notice one year and provided further that, to the Company extent practicable, the Administrative Agent will coordinate any such visits and inspections with visits and inspections arranged by the Term Loan Agent for the Term Loan Lenders), verify Eligible Accounts and/or Eligible Inventory and permit any representatives designated by the Administrative Agent or any Lender to discuss at such reasonable times and at such reasonable intervals as may be reasonably requested the affairs, finances and condition of the Company SSCC, any Borrower or any of its their respective Subsidiaries or any Parent Entity properties of SSCC, any Borrower and any of their respective Subsidiaries with the any officers thereof and independent accountants therefor (so long as in the Companypresence of SSCC, any Borrower or a Subsidiary of its Subsidiaries Holdings, unless a Default 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 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 Subsidiaries to, permit a third-party appraiser and a third-party consultant selected by the Co-Collateral Agents (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, 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 date on which the Excess Availability is less than the greater of (i) 20.0% of the Total Commitment as then in effect and (ii) $110,000,000 for a period of five consecutive Business Days and (B) ending on the first date thereafter on which the Excess Availability has been equal to or greater than the greater of (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. Maintain Keep proper books of record and account in which full, true and correct entries in conformity in all financial records in accordance 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 Requirements of Law of records of intercompany transactions (including records necessary to calculate 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 Company’s “earnings and profits” for U.S. federal, state and local income tax purposes until the expiration account of any Borrower from deposit accounts of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfied, other Companies). Each Company will 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 Holders of at least 25.0% of the Accumulated Stated Value (the “Required Holders”), representatives designated by Agent or any Lender to visit and inspect the financial records and the properties property of the such Company or any of its Subsidiaries at reasonable times, upon reasonable prior notice to the Company, times during regular business hours 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 representatives designated by Agent or any Lender to discuss the affairs, finances finances, accounts and condition of the any Company or any of its Subsidiaries or any Parent Entity with the officers and employees thereof and independent accountants advisors therefor (so long as the Company, any of its Subsidiaries or any Parent Entity has the opportunity to participate in any such discussions with such including independent accountants). The exercise ; provided, however, that (x) the Loan Parties shall not be required to pay the expenses of the foregoing access, visitation more than four such visits and inspection rights shall be (i) subject to Section 1.7 and, with respect to during 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), fiscal year unless an Event of Default shall have has occurred and is continuing, (y) each Lender shall at all times coordinate with any Agent the 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 continuinggiven the opportunity to be present for any communication with the independent accountants.

Maintaining Records; Access to Properties and Inspections. Maintain all a system of accounting that enables Holdings to produce financial records statements in accordance with GAAP (including records necessary to calculate in all material respects. Solely at the Company’s “earnings and profits” for U.S. federal, state and local income tax purposes until the expiration request of the applicable statute of limitations) andRequired Lenders, so long as the Minimum Hold Condition is satisfiedGroup Members will, at the Borrowers’ expense (subject to Section 10.03), permit any representatives designated by the Preferred Majority Holder Administrative Agent or the Required Lenders to visit during their regular business hours and its Representatives or, upon with reasonable advance written notice thereof and inspect the occurrence financial records and the property of such Group Member at reasonable times up to one time per calendar year (but without frequency limit 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”), to visit and inspect the financial records and the properties of the Company or any of its Subsidiaries at reasonable times, 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 any representatives designated by the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of an Event of Default, any Representative of Administrative Agent or the Required Holders upon reasonable prior notice to the Company Lenders to discuss the affairs, finances finances, accounts and condition of the Company or any of its Subsidiaries or any Parent Entity Group Member with the officers and employees thereof and advisors therefor (including independent accountants therefor (so long subject to such accountants’ customary policies and procedures)); provided that the Administrative Agent or the Required Lenders, as the Companyapplicable, shall give any of Group Member a reasonable opportunity for its Subsidiaries or any Parent Entity has the opportunity representatives to participate in any such discussions with discussions; provided, further, that so long as no Event of Default has occurred and is then continuing, the Borrowers shall not bear the cost of more than one such accountantsinspection 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. The exercise of Notwithstanding anything to the foregoing accesscontrary in this Section 5.07, visitation and no Group Member will be required to disclose or permit the inspection rights shall be or discussion or duplication of, or extraction from, any document, information or other matter (i) subject to Section 1.7 andthat constitutes non-registered or confidential Intellectual Property, with respect to any Required Holder including trade secrets or any Representative of the Required Holdersother confidential information, if reasonably requested by the Companyor other non financial proprietary information, the Company’s receipt of a customary executed confidentiality agreement in form and substance reasonably acceptable to the Company, and (ii) at in respect of which disclosure to the sole expense Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of the Preferred Majority Holder Law or the Required Holders, as the case may be, unless, any binding agreement (not entered into in the case of this clause contemplation hereof) (iior would otherwise cause a breach or default thereunder), an Event of Default shall have occurred and be continuingor (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Maintaining Records; Access to Properties and Inspections. Maintain The Borrower will, and will cause each of the Restricted Subsidiaries to maintain all financial records in accordance with GAAP (including records necessary to calculate the Company’s “earnings GAAP. The Borrower will, and profits” for U.S. federal, state and local income tax purposes until the expiration will cause each of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfiedRestricted Subsidiaries to, permit representatives and independent contractors of the Preferred Majority Holder Administrative Agent and the Lenders to visit and inspect any of its Representatives orproperties (to the extent it is within such Person’s control to permit such inspection), to examine 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, 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 occurrence Borrower (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuance continuation of an Event of Default, any Representative only the Administrative Agent on behalf of the Holders of at least 25.0% Lenders may exercise rights of the Accumulated Stated Value (the “Required Holders”), to visit and inspect the financial records Administrative Agent and the properties of Lenders under this Section 5.07 and the Company or Administrative Agent shall not exercise such rights more often than once during any of its Subsidiaries at reasonable times, upon reasonable prior notice to calendar year absent the Company, and as often as reasonably requested (provided that, except upon the occurrence and during the continuance existence of an Event of DefaultDefault at the Borrower’s expense; and provided, 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 recordsfurther, and permit the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of that when an Event of DefaultDefault exists, any Representative of the Required Holders upon reasonable prior notice to Administrative Agent or the Company to discuss the affairs, finances and condition of the Company Lenders (or any of its Subsidiaries their respective representatives or any Parent Entity with the officers thereof and independent accountants therefor (so long as the Company, contractors) may do any of its Subsidiaries or the foregoing at the expense of the Borrower at any Parent Entity has time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any such discussions with such the Borrower’s independent public accountants). The exercise Notwithstanding anything to the contrary in Section 5.01 or this Section 5.07, neither of Borrower nor any Restricted Subsidiary will be required to disclose, permit the foregoing accessinspection, visitation and inspection rights shall be examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) subject to Section 1.7 andthat constitutes non-financial trade secrets or non-financial proprietary information, 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 in respect of which disclosure to the sole expense Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable Requirements of the Preferred Majority Holder Law or the Required Holders, as the case may be, unless, in the case of this clause any binding agreement or (ii), an Event of Default shall have occurred and be continuingiii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Maintaining Records; Access to Properties and Inspections. Maintain all financial records in accordance with GAAP (including records necessary and upon reasonable notice by any Lender permit any representatives designated by such Lender, subject to calculate the Company’s “earnings and profits” for U.S. federal, state and local income tax purposes until the expiration of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfied, permit the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of an Event of Default, any Representative of the Holders of at least 25.0% of the Accumulated Stated Value (the “Required Holders”)Section 9.15, to visit and inspect the financial records and the properties of the Company Borrower or any of its Subsidiaries Restricted Subsidiary at reasonable times, upon reasonable prior notice to the Company, times during normal business hours 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 representatives designated by any Lender to discuss the affairs, finances and condition of the Company Borrower or any of its Subsidiaries or any Parent Entity Restricted Subsidiary with the officers thereof and independent accountants therefor (so therefor. So long as no Event of Default exists, the Company, Borrower shall not be required to reimburse the Administrative Agent or any Lender 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 or on the Closing Date, (b) to 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 activities are permitted by any Parent Entity has other provisions of this Agreement and the opportunity to participate in any such discussions with such accountantsother Loan Documents). The exercise In no event shall (a) any part of the foregoing access, visitation and inspection rights shall proceeds of the Loans be used by any Loan Party (i) subject to Section 1.7 and, with respect purchase or carry margin stock or to any Required Holder extend credit to others for the purpose of purchasing 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 carrying Margin Stock or (ii) at fund any operations in, finance any investments or activities in, or make any payments to, a Person in violation of any Anti-Terrorism Law or any Anti-Corruption Laws, (b) the sole expense funds used to repay the Facilities be derived from any unlawful activity in violation of any Anti-Terrorism Law or any Anti-Corruption Laws (c) more than twenty-five percent (25%) of the Preferred Majority Holder or value of the Required Holders, as assets of the case may be, unless, in the case of this clause (ii), an Event of Default shall have occurred Borrower and its Subsidiaries be continuingMargin Stock.

Maintaining Records; Access to Properties and Inspections. (a) Maintain all financial records in accordance with GAAP (including records necessary to calculate the Company’s “earnings and profits” for U.S. federal, state and local income tax purposes until the expiration of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfied, permit the Preferred Majority Holder and its Representatives Administrative Agent (or any Persons designated thereby) or, upon the occurrence and during the continuance continuation of an Event of Default, any Representative of the Holders of at least 25.0% of the Accumulated Stated Value (the “Required Holders”)Lender, to visit and inspect the financial records and the properties of the Company Borrower or any of its Restricted Subsidiaries at reasonable timesmutually 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 CompanyBorrower, and as often as reasonably requested (provided that, except upon the occurrence and during the continuance of an but in no event more than once per fiscal quarter so long as no Event of DefaultDefault is continuing, 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 recordsrecords (subject to compliance with copyright laws), and permit the Preferred Majority Holder and its Representatives Administrative Agent (or Persons designated thereby) or, upon the occurrence and during the continuance continuation of an Event of Default, any Representative of the Required Holders Lender or any Issuing Bank, upon reasonable prior notice to the Company Borrower to discuss the affairs, finances and condition of the Company Borrower or any of its Restricted Subsidiaries or any Parent Entity 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 independent accountants therefor (so long as continuation of an Event of Default, only one visit by the CompanyAdministrative Agent for reasonable expenses of a reasonable number of people shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrower provided that the exercise of rights under this Section shall not unreasonably interfere with the business of the Borrower or any of its Subsidiaries Restricted Subsidiaries. (b) (i) 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 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 Loan Parties to inspect, operate, repair, and maintain the Midstream Assets, except to the extent that failure to maintain such rights, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect and provided that the Borrower or any Parent Entity has the opportunity other Loan Party may hire third parties to participate in perform these functions, and (iv) maintain all material agreements, licenses, permits, and other rights required for any such discussions with such accountants). The exercise of the foregoing access, visitation and inspection rights shall be described in clauses (i), (ii) subject to and (iii) of this Section 1.7 and5.07(b) in full force and effect in accordance with their terms, timely make any payments due thereunder, and prevent any default thereunder which could result in a termination or loss thereof, except with respect to any Required Holder failure to maintain any material agreements, licenses, permits and other rights required herein, to make any such payments, or to prevent any Representative of the Required Holderssuch default, if that would not reasonably requested by the Companybe expected, 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 individually or the Required Holders, as the case may be, unless, in the case of this clause (ii)aggregate, an Event of Default shall to have occurred and be continuinga Material Adverse Effect.

Maintaining Records; Access to Properties and Inspections. Maintain all financial records in accordance with GAAP (including records necessary to calculate and permit any representatives designated by the Company’s “earnings and profits” for U.S. federal, state and local income tax purposes until the expiration of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfied, permit the Preferred Majority Holder and its Representatives or, Agent or any Lender upon 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”), reasonable notice to visit and inspect the financial records and the properties of the Company Borrower or any of its Subsidiaries the 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 inspect their financial and business records (except records and documents subject to the attorney-client privilege and the work product doctrine) and to make extracts therefrom and copies thereof, all at reasonable times, upon reasonable prior notice times and in a manner so as not to unreasonably disrupt the Company, operations of the Borrower or the other Loan Parties 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 recordsrequested, and permit the Preferred Majority Holder and its Representatives or, upon Agent or any Lender or any representatives designated by the occurrence and during the continuance of an Event of Default, Agent or any Representative of the Required Holders Lender upon reasonable prior notice to the Company to discuss the affairs, finances and condition of the Company Borrower or any of its Subsidiaries or any Parent Entity the other Loan Parties with the officers thereof and independent accountants therefor (so long as the Companytherefor; provided, 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 accesshowever, visitation and inspection rights shall be that (i) subject to Section 1.7 and, with respect to any Required Holder representatives designated by the Agent or any Representative Lender shall be in the business of the Required Holders, if reasonably requested acting as crisis managers or business consultants and shall be bound by the Company, same or similar internal policies with regard to confidential information as is the Company’s receipt of a customary executed confidentiality agreement in form and substance reasonably acceptable to the Company, Agent or such Lender and (ii) at the sole expense Agent or any Lender or any representatives designated by the Agent or any Lender shall not discuss the affairs, finances and condition of the Preferred Majority Holder Borrower or any of the other Loan Parties with the Borrower's independent accountants unless and until the Agent or such Lender determines in its reasonable discretion that discussions directly with the Borrower or the Required Holdersofficers of the Borrower have failed to satisfy the inquiries of the Agent or such Lender or its representatives. Not in limitation of the foregoing, as the case may beBorrower shall, unlessand shall cause each of the other Loan Parties to, in keep complete, accurate and detailed financial records with respect to all amounts of all Loans made available to any of the case Subsidiaries by way of this clause (ii), an Event of Default shall have occurred and be continuingloans.

Maintaining Records; Access to Properties and Inspections. Maintain all financial records in a manner sufficient to permit the preparation of consolidated financial statements in accordance with International GAAP (including records necessary to calculate the Company’s “earnings and profits” for or U.S. federalGAAP, state and local income tax purposes until the expiration of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfied, case may be. Upon the request of Administrative Agent permit any persons designated by the Preferred Majority Holder and its Representatives Administrative Agent or, upon 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”), Lender to visit and inspect the financial records and the properties of Holdings, the Company or any of its Subsidiaries at reasonable timestimes during normal business hours, upon reasonable at least three Business Days’ 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, Holdings or the Company shall not be required to permit more than two such visits per fiscal year(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 Preferred Majority Holder and its Representatives Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Representative of the Required Holders 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 or any Parent Entity with the officers thereof and independent accountants therefor (so long as subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract); provided, that the Company, any Company shall have the right to have one or more of its Subsidiaries or designees present during any Parent Entity has the opportunity to participate in any such discussions with such accountants). The 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 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 and such one time shall have be at the Company’s expense. To the extent practicable and so long as no Event of Default has occurred and be is continuing, the Administrative Agent agrees to use commercially reasonable efforts to coordinate and otherwise to conduct the foregoing visits and inspections so as to avoid creating unreasonable burdens upon management of the Company and its Subsidiaries.

Maintaining Records; Access to Properties and Inspections. Maintain The Borrower will, and will cause each of the Subsidiaries to, maintain all financial records in all material respects in accordance with GAAP (including records necessary to calculate the Company’s “earnings GAAP. The Borrower will, and profits” for U.S. federal, state and local income tax purposes until the expiration will cause each of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfiedSubsidiaries to, permit representatives and independent contractors of the Preferred Majority Holder Administrative Agent and the Lenders to visit and inspect any of its Representatives orproperties (to the extent it is within such Person’s control to permit such inspection), to examine 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, 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 occurrence Borrower (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuance continuation of an Event of Default, any Representative only the Administrative Agent on behalf of the Holders of at least 25.0% Lenders may exercise rights of the Accumulated Stated Value (the “Required Holders”), to visit and inspect the financial records Administrative Agent and the properties of Lenders under this Section 5.07 and the Company or Administrative Agent shall not exercise such rights more often than once during any of its Subsidiaries at reasonable times, upon reasonable prior notice to calendar year absent the Company, and as often as reasonably requested (provided that, except upon the occurrence and during the continuance existence of an Event of DefaultDefault at the Borrower’s expense; and provided, 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 recordsfurther, and permit the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of that when an Event of DefaultDefault exists, any Representative of the Required Holders upon reasonable prior notice to Administrative Agent or the Company to discuss the affairs, finances and condition of the Company Lenders (or any of its Subsidiaries their respective representatives or any Parent Entity with the officers thereof and independent accountants therefor (so long as the Company, contractors) may do any of its Subsidiaries or the foregoing at the expense of the Borrower at any Parent Entity has time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any such discussions with such the Borrower’s independent public accountants). The exercise Notwithstanding anything to the contrary in Section 5.01 or this Section 5.07, neither of Borrower nor any Subsidiary will be required to disclose, permit the foregoing accessinspection, visitation and inspection rights shall be examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) subject to Section 1.7 andthat constitutes non-financial trade secrets or non-financial proprietary information, 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 in respect of which disclosure to the sole expense Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable Requirements of the Preferred Majority Holder Law or the Required Holders, as the case may be, unless, in the case of this clause any binding agreement or (ii), an Event of Default shall have occurred and be continuingiii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Maintaining Records; Access to Properties and Inspections. Maintain The Borrower will, and will cause each of the Restricted Subsidiaries to maintain all financial records in accordance with GAAP (including records necessary to calculate the Company’s “earnings GAAP. The Borrower will, and profits” for U.S. federal, state and local income tax purposes until the expiration will cause each of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfiedRestricted Subsidiaries to, permit representatives and independent contractors of the Preferred Majority Holder Agents and the Lenders to visit and inspect any of its Representatives orproperties (to the extent it is within such Person’s control to permit such inspection), to examine 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, 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 occurrence Borrower (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuance continuation of an Event of Default, any Representative only the Administrative Agent on behalf of the Holders of at least 25.0% Lenders may exercise rights of the Accumulated Stated Value (the “Required Holders”), to visit and inspect the financial records Agents and the properties of Lenders under this Section 5.07 and the Company or Administrative Agent shall not exercise such rights more often than once during any of its Subsidiaries at reasonable times, upon reasonable prior notice to calendar year absent the Company, and as often as reasonably requested (provided that, except upon the occurrence and during the continuance existence of an Event of DefaultDefault at the Borrower’s expense; and provided, 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 recordsfurther, and permit the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of that when an Event of DefaultDefault exists, any Representative of the Required Holders upon reasonable prior notice to Administrative Agent or the Company to discuss the affairs, finances and condition of the Company Lenders (or any of its Subsidiaries their respective representatives or any Parent Entity with the officers thereof and independent accountants therefor (so long as the Company, contractors) may do any of its Subsidiaries or the foregoing at the expense of the Borrower at any Parent Entity has time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any such discussions with such the Borrower’s independent public accountants). The exercise Notwithstanding anything to the contrary in Section 5.01 or this Section 5.07, neither of Borrower nor any Restricted Subsidiary will be required to disclose, permit the foregoing accessinspection, visitation and inspection rights shall be examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) subject to Section 1.7 andthat constitutes non-financial trade secrets or non-financial proprietary information, 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 in respect of which disclosure to the sole expense Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable Requirements of the Preferred Majority Holder Law or the Required Holders, as the case may be, unless, in the case of this clause any binding agreement or (ii), an Event of Default shall have occurred and be continuingiii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Maintaining Records; Access to Properties and Inspections. Maintain all financial records in accordance with GAAP (including records necessary to calculate and permit any representatives designated by the Company’s “earnings and profits” for U.S. federal, state and local income tax purposes until the expiration of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfied, permit the Preferred Majority Holder and its Representatives or, Agent or any Lender upon 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”), reasonable notice to visit and inspect the financial records and the properties of the Company Borrower or any of its Subsidiaries the 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 inspect their financial and business records (except records and documents subject to the attorney-client privilege and the work product doctrine) and make extracts therefrom and copies thereof, all at reasonable times, upon reasonable prior notice times and in a manner so as not to unreasonably disrupt the Company, operations of the Borrower or the other Loan Parties 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 recordsrequested, and permit the Preferred Majority Holder and its Representatives or, upon Agent or any Lender or any representatives designated by the occurrence and during the continuance of an Event of Default, Agent or any Representative of the Required Holders Lender upon reasonable prior notice to the Company to discuss the affairs, finances and condition of the Company Borrower or any of its Subsidiaries or any Parent Entity the other Loan Parties with the officers thereof and independent accountants therefor (so long as the Companytherefor; provided, 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 accesshowever, visitation and inspection rights shall be that (i) subject to Section 1.7 and, with respect to any Required Holder representatives designated by the Agent or any Representative Lender shall be in the business of the Required Holders, if reasonably requested acting as crisis managers or business consultants and shall be bound by the Company, same or similar internal policies with regard to confidential information as is the Company’s receipt of a customary executed confidentiality agreement in form and substance reasonably acceptable to the Company, Agent or such Lender and (ii) at the sole expense Agent or any Lender or any representatives designated by the Agent or any Lender shall not discuss the affairs, finances and condition of the Preferred Majority Holder Borrower or any of the other Loan Parties with the Borrower's independent accountants unless and until the Agent or such Lender determines in its reasonable discretion that discussions directly with the Borrower or the Required Holdersofficers of the Borrower have failed to satisfy the inquiries of the Agent or such Lender or its representatives. Not in limitation of the foregoing, as the case may beBorrower shall, unlessand shall cause each of the other Loan Parties to, in keep complete, accurate and detailed financial records with respect to all amounts of all Loans made available to any of the case Subsidiaries by way of this clause (ii), an Event of Default shall have occurred and be continuingloans.

Maintaining Records; Access to Properties and Inspections. Maintain all financial records in accordance with GAAP (including records necessary to calculate GAAP, as applicable, and permit any persons designated by the Company’s “earnings and profits” for U.S. federal, state and local income tax purposes until the expiration of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfied, permit the Preferred Majority Holder and its Representatives Agents or, upon 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”)Lender, subject to reasonable security and safety restrictions, to visit and inspect the financial records and the properties of the Company Holdings or any of its the Subsidiaries at reasonable times, upon reasonable prior notice to the CompanyHoldings or any Borrower, 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 any persons designated by the Preferred Majority Holder and its Representatives Agents or, upon the occurrence and during the continuance of an Event of Default, any Representative of the Required Holders Lender upon reasonable prior notice to the Company Holdings or any Borrower to discuss the affairs, finances and condition of the Company Holdings or any of its the Subsidiaries or any Parent Entity with the officers thereof and (subject to a senior officer of the respective company or a parent thereof being present) independent accountants therefor (so long 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 entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings and such Restricted Subsidiary, as the Companycase may be. Holdings will, and will cause each of the Restricted Subsidiaries to, permit representatives and independent contractors of the Administrative Agent and the Required Lenders to visit and inspect any of its Subsidiaries properties (to the extent it is within such Person’s control to permit such inspection), to examine 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, all at the reasonable expense of the Canadian Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Canadian Borrower (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the 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 Parent Entity has of 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 such discussions with such the Canadian Borrower’s independent public accountants). The exercise Notwithstanding anything to the contrary in Section 5.04 or this Section 5.07, none of Holdings or any Restricted Subsidiary will be required to disclose, permit the foregoing accessinspection, visitation and inspection rights shall be examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) subject to Section 1.7 andthat constitutes non-financial trade secrets or non-financial proprietary information, 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 in respect of the Preferred Majority Holder which disclosure to any Agent or the Required Holders, as the case may be, unless, in the case of this clause any Lender (ii), an Event of Default shall have occurred and be continuingor 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 or constitutes attorney work product.

Maintaining Records; Access to Properties and Inspections. Maintain all financial records Keep proper books of record and account in accordance which proper entries in conformity with GAAP (including records necessary and all requirements of law are made of all dealings and transactions in relation to calculate the Company’s “earnings its business and profits” for U.S. federalactivities; permit, state and local income tax purposes until the expiration will cause each of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfied, permit the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of an Event of DefaultSubsidiaries to permit, any Representative of representatives designated by the Holders of at least 25.0% of the Accumulated Stated Value (the “Required Holders”), Investors to visit and inspect the financial records and the properties of the Company or any of its Subsidiaries Subsidiary at reasonable times, upon reasonable prior notice to the Company, times and as often as reasonably requested (provided thatrequested, 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 representatives designated by any such Investor to discuss the affairs, finances and condition of the Company or any of its Subsidiaries or any Parent Entity Subsidiary with the officers thereof and independent accountants therefor (so long as with representatives of the Company being given reasonable opportunity to be present unless an Event of Default or Default has occurred and is continuing), subject in all cases to any confidentiality restrictions that may be applicable to the Company and to any confidentiality restrictions that the Company reasonably imposes on the 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 visited and inspected, the 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 such Investor (or the representatives thereof) (other than any claim for damage or injury arising out of the gross negligence or willful misconduct of any Company Party); provided, further, that neither the Company nor any of its Subsidiaries shall be required to disclose to any Investor or any Parent Entity has agents or representatives thereof any information which is the subject of attorney-client privilege or attorney's work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information; and provided, further, that the Company will use commercially reasonable efforts to 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 participate in review such confidential information by executing or otherwise becoming a party 41 51 to the confidentiality restrictions on substantially the same terms (including any such discussions with such accountants). The exercise of the foregoing access, visitation and inspection rights shall be (istandstill provisions) 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 as are applicable 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 shall have occurred and be continuing.

Maintaining Records; Access to Properties and Inspections. Maintain Holdings will, and will cause each of the Restricted Subsidiaries to, maintain proper books of record and account, in which entries that are full, true and correct in all financial records material respects and are in accordance conformity with GAAP (including records necessary to calculate consistently applied shall be made of all material financial transactions and matters involving the Company’s “earnings assets and profits” for U.S. federalbusiness of Holdings and such Restricted Subsidiary, state as the case may be. Holdings will, and local income tax purposes until the expiration will cause each of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfiedRestricted Subsidiaries to, permit representatives and independent contractors of the Preferred Majority Holder Administrative Agent and the Required Lenders to visit and inspect any of its Representatives orproperties (to the extent it is within such Person’s control to permit such inspection), to examine 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, 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 occurrence Canadian Borrower (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuance continuation of an Event of Default, any Representative only the Administrative Agent on behalf of the Holders of at least 25.0% Lenders may exercise rights of the Accumulated Stated Value (the “Required Holders”), to visit and inspect the financial records Administrative Agent and the properties of the Company or any of its Subsidiaries at reasonable times, upon reasonable prior notice to the CompanyRequired Lenders under this Section 5.07, and as the Administrative Agent shall not exercise such rights more often as reasonably requested (provided that, except upon than once during any calendar year absent the occurrence and during the continuance existence of an Event of DefaultDefault at the Canadian Borrower’s expense; and provided, 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 recordsfurther, and permit the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of that when an Event of DefaultDefault exists, any Representative of the Administrative Agent or the Required Holders upon reasonable prior notice to the Company to discuss the affairs, finances and condition of the Company Lenders (or any of its Subsidiaries their respective representatives or any Parent Entity with the officers thereof and independent accountants therefor (so long as the Company, contractors) may do any of its Subsidiaries or the foregoing at the expense of the Canadian Borrower at any Parent Entity has 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 such discussions with such the Canadian Borrower’s independent public accountants). The exercise Notwithstanding anything to the contrary in Section 5.04 or this Section 5.07, none of Holdings or any Restricted Subsidiary will be required to disclose, permit the foregoing accessinspection, visitation and inspection rights shall be examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) subject to Section 1.7 andthat constitutes non-financial trade secrets or non-financial proprietary information, 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 in respect of the Preferred Majority Holder which disclosure to any Agent or the Required Holders, as the case may be, unless, in the case of this clause any Lender (ii), an Event of Default shall have occurred and be continuingor 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 or constitutes attorney work product.

Maintaining Records; Access to Properties and Inspections. Maintain (a) The Company will, and will cause each of the Subsidiaries to, maintain all financial records in accordance with GAAP (including records necessary to calculate the Company’s “earnings and profits” for U.S. federal, state and local income tax purposes until the expiration of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfied, permit the Preferred Majority Holder and its Representatives or, upon with respect to any Foreign Subsidiary, the occurrence comparable foreign equivalent thereof) and during the continuance of an Event of Default, permit any Representative of the Holders of at least 25.0% of the Accumulated Stated Value (the “Required Holders”), representatives designated by any Lender to visit and inspect the financial records and the properties of the Company or any of its Subsidiaries Subsidiary at reasonable times, times and 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 representatives designated by any Lender to discuss the affairs, finances finances, properties and condition of the Company or any of its Subsidiaries or any Parent Entity Subsidiary with the officers thereof and independent accountants therefor (so long as therefor. The Lenders will afford the Company, any of its Subsidiaries or any Parent Entity has Company the opportunity right to participate in be present during any such discussions with such accountants)visit or inspection. 128 (b) The exercise Company will, and will cause each of the foregoing accessother Borrowers to, visitation and inspection rights shall permit the Agent (which may be accompanied by any Lender and/or its representatives) to conduct (i) subject upon reasonable notice to Section 1.7 and, with respect to any Required Holder or any Representative a Responsible Officer of the Required Holders, if reasonably requested by the Company, the Company’s receipt of a customary executed confidentiality agreement in form Company and substance reasonably acceptable to the Company, and (ii) at the sole expense of the Preferred Majority Holder or Company not to exceed $10,000 per audit plus reasonable out-of-pocket costs and expenses of the Required HoldersAgent) an audit of the accounts receivable and inventories of the Borrowers and of the Borrowing Base of each Borrower, as up to three times during the case may beperiod 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, unlesshowever, that such limitations shall not apply in the case event that a Default or Event of this clause Default shall have occurred and be continuing. The Company will, and will cause each of the other Borrowers to, permit Hilco Appraisal Services, LLC or another third party appraiser satisfactory to the Agent to conduct (ii)upon reasonable notice to a Responsible Officer of the Company and at the sole expense of the Company not to exceed $20,000 in any fiscal year) an appraisal of the inventories of the Borrowers, an up to one time in each fiscal year; provided, however, that such limitations shall not apply in the event that a Default or Event of Default shall have occurred and be continuing.

Maintaining Records; Access to Properties and Inspections. Maintain (i) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP (where applicable) and all material applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities are made of all dealings and transactions in relation to its business and activities, (ii) keep proper records of accounts with the Loan Parties and their Affiliates (including the Verso Entities), with full, true and correct entries reflecting all payments received and paid (including, without limitation, funds received by Borrower from swept deposit accounts of the other Loan Parties), (iii) maintain all financial records in accordance with GAAP and (including records necessary to calculate the Company’s “earnings and profits” for U.S. federal, state and local income tax purposes until the expiration of the applicable statute of limitationsiv) and, so long as the Minimum Hold Condition is satisfied, permit the Preferred Majority Holder and its Representatives upon five Business Days’ notice (or, upon the occurrence and during the continuance of if an Event of DefaultDefault has occurred and is continuing, one Business Days’ notice), permit any Representative authorized representatives of the Holders of at least 25.0% of the Accumulated Stated Value (the “Required Holders”)Administrative Agent to visit, to visit audit and inspect the financial records and (including for environmental matters) any of the properties of Holdings, the Company Borrower or any of the Subsidiaries, including its Subsidiaries at reasonable timesand their financial and accounting records, 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 copies and take extracts from and copies of such financial recordstherefrom, and permit the Preferred Majority Holder and its Representatives orsubject to reasonable requirements of confidentiality, upon the occurrence and during the continuance of an Event of Defaultincluding requirements imposed by law or contract, any Representative of the Required Holders upon reasonable prior notice to the Company to discuss the its and their affairs, finances and condition of the Company or any of business with its Subsidiaries or any Parent Entity with the and their officers thereof and independent certified public accountants therefor (so long as the Company, any of its Subsidiaries or any Parent Entity Borrower has the opportunity to participate in any such discussions with such certified public accountants). The exercise , at such reasonable times during normal business hours and without undue disruption to the business of the foregoing accessBorrower as often as may be reasonably requested, visitation in each case at the expense of the Borrower. If an Event of Default has occurred and is continuing, representatives of each Lender (at such Lender’s expense) will be permitted to accompany representatives of the Administrative Agent during each visit, inspection rights shall be and discussion conducted during the existence of such Event of Default. (a) [Reserved]. (i) subject to Section 1.7 and, with respect to Maintain entity records and books of account separate from those of any Required Holder or any Representative other entity which is an Affiliate 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, such entity and (ii) at the sole expense not commingle its funds or assets with those of any other entity which is an Affiliate of such entity (other than (i) such funds of the Preferred Majority Holder or Borrower and the Required Holders, as the case Subsidiary Loan Parties which may be, unless, be commingled with each other in the case ordinary course of this clause their cash management systems and (ii) as a result of accidental or inadvertent remittances by customers that are remedied within 3 Business Days), an Event of Default shall have occurred and be continuing.

Maintaining Records; Access to Properties and Inspections. Maintain (a) 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 full, true and correct entries are made of all financial records dealings and transactions in accordance with GAAP relation to its business and activities. (including records necessary to calculate the Company’s “earnings b) Each Credit Party will, and profits” for U.S. federal, state and local income tax purposes until the expiration will cause each of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfiedits Subsidiaries to, permit any representatives designated by the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of an Event of Default, Administrative Agent or any Representative of the Holders of at least 25.0% of the Accumulated Stated Value (the “Required Holders”), Lender to visit and inspect the financial records and the properties of Holding, the Company Borrower or any of its Subsidiaries Subsidiary at reasonable times, upon reasonable prior notice to the Company, times 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 any representatives designated by the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of an Event of Default, Administrative Agent or any Representative of the Required Holders upon reasonable prior notice to the Company Lender to discuss the affairs, finances and condition of Holding, the Company Borrower or any of its Subsidiaries or any Parent Entity Subsidiary with the officers thereof and independent accountants therefor therefor; provided, however, that (i) so long as no Event of Default has occurred and is continuing, the Company, any of its Subsidiaries or any Parent Entity has Administrative Agent and the opportunity to participate in any such discussions with such accountants). The exercise of the foregoing access, visitation and inspection rights Lenders shall be (i) subject limited to Section 1.7 andvisits on four occasions per year, with respect and the Administrative Agent shall use it best efforts 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 Companycoordinate such visits, and (ii) the Administrative Agent shall give the Borrower reasonable notice of a proposed discussions with such independent accountants, and representatives of the Borrower may at the sole expense of the Preferred Majority Holder or the Required Holders, as the case may be, unless, Borrower's option participate in the case of this clause such discussions. (ii), c) Following an Event of Default resulting from a failure of the Borrower to comply with Section 6.08 or 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 in its discretion, the results of such examinations and inquiries to be reported to the Lenders; provided that such Independent Consultant shall have occurred be selected by the Borrower from a list of three such Independent Consultants selected by the Administrative Agent and that all costs and expenses of such Independent Consultant shall be continuingpaid by the Borrower.