Common use of Books and Records; Inspection Clause in Contracts

Books and Records; Inspection. (a) Keep proper records and books of account in which full, true and correct entries will be made in accordance with GAAP and all Legal Requirements, reflecting all financial transactions and matters involving the assets and business of the Loan Parties and their Subsidiaries; (b) maintain such books and records of account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Loan Parties and their Subsidiaries, as the case may be; (c) from time-to-time during regular business hours upon reasonable prior notice to the applicable Loan Party or Subsidiary, permit representatives and independent contractors of the Administrative Agent and each Lender, for purposes of performing a Collateral field examination, (i) to visit and inspect any of its Properties, (ii) to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom and (iii) to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, (d) permit the Administrative Agent, upon request, to conduct, or hire a third party to conduct, on behalf of the Secured Parties, a review of position reports and Risk Management Policies of the Borrowers and their Subsidiaries, and (e) within 180 days after the Closing, permit the Administrative Agent or its designee to perform, on behalf of the Secured Parties and at the expense of the Borrowers, one assessment of the Borrowers’ procedures, policies and systems relating to the Risk Management Policy. Unless a Default has occurred and is continuing, the Collateral field exams shall be performed no more often than on a semi-annual basis commencing on the date three months following the Closing Date at the Borrowers’ expense. Any additional Collateral field examinations shall be at the Lenders’ expense unless a Default has occurred and is continuing at the time of such review.

Books and Records; Inspection. (a) Keep proper records and books of account in which full, true and correct entries entries, in all material respects, will be made in accordance with GAAP and all Legal RequirementsGAAP, reflecting all financial transactions and matters involving the assets and business of the Loan Parties and their SubsidiariesCredit Parties; (b) maintain such books of record and records of account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Loan Parties and their Subsidiaries, as the case may beCredit Parties; (c) from time-to-time during regular business hours and upon reasonable prior notice to the applicable Loan Party or Subsidiarynotice, (i) permit representatives and independent contractors of the Administrative Collateral Agent and each Lender, for purposes of performing a Collateral field examination, (i) to visit and inspect any of its Properties, (ii) to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom and (iii) to discuss its affairs, finances and accounts with its directors, officers, and independent public accountantsaccountants and the Servicer, all at the expense of the Borrowers Borrower at any time during the continuation of any Event of Default, and at any time prior to the occurrence of any Event of Default such visits, examinations, copies and discussions shall occur at the expense of the Borrower not more than once in any 12-month period, and at the expense of the Lenders not more than quarterly, and in all cases at reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; (d) during the continuance of an Event of Default, during regular business hours and upon reasonable prior notice, permit the Administrative Collateral Agent, upon request, at the expense of the Borrower to conduct, or hire a third party to conduct, on behalf of the Secured Parties, a review of position reports and Risk Management Policies general audit, a field audit or on-site inspection of the Borrowers properties of the Borrower constituting Wireless Assets, including appraisal reports in form and their Subsidiariessubstance and from appraisers reasonably satisfactory to the Collateral Agent, stating the then current values of all or any portion of the Collateral; and (e) within 180 days after the Closingduring regular business hours and upon reasonable prior notice, permit the Administrative Agent or Collateral Agent, at its designee to performexpense (unless an Event of Default exists, on behalf of the Secured Parties and in which case at the expense of the BorrowersBorrower), one assessment of the Borrowers’ procedures, policies and systems relating to the Risk Management Policy. Unless a Default has occurred and is continuing, the Collateral field exams shall be performed no not more often than on quarterly and at such times as may reasonably be requested by either Agent, to examine such documents and records of the Credit Parties as requested by either Agent that relate to the Property of any Credit Party or the valuation of Property of the Borrower constituting Wireless Assets. The Collateral Agent agrees to conduct the audits described in clause (d) above as specified and to provide copies of each report obtained by the Collateral Agent as a semi-annual basis commencing on result thereof to the date three months following the Closing Date at the Borrowers’ expense. Any additional Collateral field examinations shall be at Administrative Agent and the Lenders’ expense unless a Default has occurred and is continuing at the time of such review.

Books and Records; Inspection. (a) Keep The Parent Borrower will, and will cause each of its Restricted Subsidiaries to, keep proper records and books of record and account in which full, true and correct entries will be are made of all dealings and transactions in relation to its business and activities in order to permit the preparation of its financial statements in accordance with GAAP GAAP. The Parent Borrower will, and all Legal Requirementswill cause each of its Restricted Subsidiaries to, reflecting all financial transactions and matters involving permit any representatives designated by the assets and business of the Loan Parties and their Subsidiaries; (b) maintain such books and records of account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Loan Parties and their SubsidiariesAdministrative Agent, as the case may be; (c) from time-to-time during regular business hours upon reasonable prior notice to the applicable Loan Party or Subsidiarynotice, permit representatives and independent contractors of the Administrative Agent and each Lender, for purposes of performing a Collateral field examination, (i) to visit and inspect any of its Propertiesproperties, (ii) to examine and make extracts from its corporate, financial books and operating records, and make copies thereof or abstracts therefrom and (iii) to discuss its affairs, finances and accounts condition with its directors, officers, officers and independent public accountants, all at the expense of the Borrowers and at such reasonable times during normal business hours and as often as may reasonably requested; provided that (a) the Parent Borrower shall not be reasonably desiredrequired to reimburse such expenses unless an Event of Default exists at the time thereof (and the Parent Borrower shall reimburse the Administrative Agent for all such visits, inspections, examinations and discussions conducted when an Event of Default exists) and (db) the Parent Borrower shall have the opportunity to be present at any meeting with its independent accountants. Notwithstanding anything to the contrary in this Section 5.07, the Parent Borrower and any Restricted Subsidiary will not be required to disclose or permit the Administrative Agentinspection or discussion of, upon requestany document, information or other matter (1) in respect of which disclosure to conduct, or hire a third party to conduct, on behalf of the Secured Parties, a review of position reports and Risk Management Policies of the Borrowers and their Subsidiaries, and (e) within 180 days after the Closing, permit the Administrative Agent or its designee any Lender (or their respective representatives or contractors) is prohibited by law or any binding agreement not entered into in contemplation of avoiding such inspection and disclosure rights, (2) that is subject to performattorney client or similar privilege or constitutes attorney work product, on behalf (3) in respect of which the Parent Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party not entered into in contemplation of avoiding such inspection and disclosure or (4) that constitutes non-financial trade secrets or non-financial proprietary information of the Secured Parties and at the expense Parent Borrower or any Subsidiary thereof and/or any customers and/or suppliers of the Borrowersforegoing; provided that in the event that any the Parent Borrower or any Restricted Subsidiary does not provide any information requested in connection with an examination or a discussion permitted under this Section 5.07 in reliance on the preceding clause (2) or (3) due to confidentiality or waiver concerns, one assessment of the Borrowers’ procedures, policies and systems relating such Person shall provide notice to the Risk Management Policy. Unless Administrative Agent that such information is being withheld and, in the case of clause (3), shall use its commercially reasonable efforts to communicate the applicable information in a Default has occurred and is continuing, way that would not violate the Collateral field exams shall be performed no more often than on a semi-annual basis commencing on the date three months following the Closing Date at the Borrowers’ expense. Any additional Collateral field examinations shall be at the Lenders’ expense unless a Default has occurred and is continuing at the time applicable obligation or risk waiver of such reviewprivilege.

Books and Records; Inspection. (a) Keep proper Each of the Parent and the Subsidiaries will keep books and records and books of account in which full, true and correct entries will be made in accordance with GAAP IFRS which accurately reflect in all material respects all of its business affairs and all Legal Requirements, reflecting all financial transactions and matters involving the assets and business of the Loan Parties and their Subsidiaries; (b) maintain such books and records of account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Loan Parties and their Subsidiaries, as the case may be; (c) from time-to-transactions. From time during regular business hours to time upon reasonable prior notice to the applicable Loan Party Parent, the Parent will permit any officer or Subsidiaryemployee of or Noteholder Representative designated by, permit representatives and independent contractors of the Administrative Agent and each Lender, for purposes of performing a Collateral field examination, (i) Noteholder Representative to visit and inspect any of its Propertiesthe properties of the Parent or any Loan Party, (ii) to examine its corporate, the Parent’s or any Loan Party’s corporate books or financial and operating recordsrecords of the Parent at the Parent’s offices, and make copies thereof or abstracts therefrom and (iii) to discuss its the affairs, finances and accounts of the Parent or any Loan Party with its directors, officers, and independent the Parent’s officers or certificate public accountants, all at the expense of the Borrowers provided that such visits and at such reasonable times inspections shall be made only during normal business hours and so as often as may not to interfere unreasonably with the business and operations of the Parent. The Noteholder representative and any employee, representative or agent of the Noteholder Representative seeking to visit or inspect any of the Properties of a Loan Party agrees that it shall comply with any applicable laws and regulations, including any requirement that such individuals be reasonably desiredsubject to a background check in advance. All confidential or proprietary information provided to or obtained by the Purchasers under this Section or under this Agreement shall be held in strict confidence by the Purchasers. All information provide to the Purchasers pursuant hereto shall be deemed “confidential and proprietary information unless (i) the Parent indicates otherwise in writing, (dii) permit the Administrative Agentinformation was or becomes generally available to the public other than as a result of a disclosure in violation of this Section by any Purchaser or its representatives, upon request(iii) the information was or becomes available to the Purchasers or its representatives on a non-confidential basis from a source other than the Parent, provided the source was not bound by a confidentiality agreement in respect thereof preventing disclosure to conductthe Purchaser(s) or their representatives, (iv) the information was in the possession of the Purchaser(s) prior to being furnished by or hire a third party to conduct, on behalf of the Secured Parties, a review of position reports and Risk Management Policies of the Borrowers and their SubsidiariesParent, and (e) within 180 days after the Closing, permit the Administrative Agent or its designee not subject to perform, on behalf of the Secured Parties and at the expense of the Borrowers, one assessment of the Borrowers’ procedures, policies and systems relating any confidentiality obligations to the Risk Management Policy. Unless a Default has occurred Parent or any Loan Party or (v) the information is independently developed by the Purchaser(s) without reference to and is continuingnot based upon, the Collateral field exams shall be performed no more often than on a semi-annual basis commencing on the date three months following the Closing Date at the Borrowers’ expense. Any additional Collateral field examinations shall be at the Lenders’ expense unless a Default has occurred and is continuing at the time of such reviewin whole or in part, any information which otherwise constitutes “confidential or proprietary information.”

Books and Records; Inspection. (a) Keep proper Each Credit Party will, and will cause each of its Subsidiaries to, maintain books and records pertaining to the Accounts and books of account other Collateral in which fullsuch detail, true form and correct entries will be made in accordance scope as is consistent with GAAP good business practice or as the Agent may otherwise reasonably require, and all Legal Requirements, reflecting all financial transactions and matters involving the assets and business of the Loan Parties and their Subsidiaries; (b) maintain agrees that such books and records of account will reflect the Lenders' interest in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Loan Parties Accounts and their Subsidiariessuch other Collateral. Each Credit Party agrees that the Agent or its agents, as the case may be; (c) from time-to-time during regular business hours upon reasonable prior written notice to (except during the applicable Loan existence of an Event of Default), may enter upon the premises of each Credit Party or Subsidiary, permit representatives and independent contractors of the Administrative Agent and each Lender, for purposes of performing a Collateral field examination, (i) to visit and inspect any of its PropertiesSubsidiaries at any time and from time to time, (ii) to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom and (iii) to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desiredsubject to the limitations, if any, contained in any Leases of Real Property, and at any time at all during the existence of an Event of Default, for the purpose of (a) enabling the Agent's internal auditors or outside third party designees to conduct quarterly field examinations at such Credit Party's expense, (b) inspecting the Collateral, (c) inspecting and/or copying (at such Credit Party's expense) any and all records pertaining thereto, (d) permit discussing the Administrative Agentaffairs, upon request, to conduct, finances and business of any Credit Party or hire a third party to conduct, on behalf with any executive officers and directors of the Secured Parties, a review of position reports and Risk Management Policies of the Borrowers and their Subsidiaries, any Credit Party and (e) within 180 days after verifying Eligible Accounts Receivable and/or Eligible Spare Parts. The Lenders, in the Closing, permit the Administrative Agent or its designee to perform, on behalf reasonable discretion of the Secured Agent, may accompany the Agent at their sole expense in connection with the foregoing inspections. The Agent expects to conduct two field examinations per year, but reserves the right, in its sole discretion, to conduct a field examination at any time, or with less frequency, upon reasonable notice to the Parent. The Agent reserves the right, exercisable from time to time hereafter in the Agent's commercially reasonable judgment, to require that any Credit Party obtain, and the Credit Parties and shall so obtain, at the expense Credit Parties' expense, Spare Parts Appraisals or other appraisals or updates to any existing appraisals being obtained in connection with the execution and delivery of this Agreement, reflecting then current values of the BorrowersSpare Parts; provided, one assessment that unless an Event of the Borrowers’ procedures, policies and systems relating to the Risk Management Policy. Unless a Default has occurred and is continuing, so long as the Agent continues to receive the Spare Parts Appraisals described in Section 7.2(b), the Agent shall not require additional Spare Parts Appraisals. Each Credit Party agrees to afford the Agent thirty (30) days prior written notice of any change in the location of any Collateral field exams shall be performed no more often (other than Inventory held for shipment by third Persons, Inventory in transit or on a semi-annual basis commencing on aircraft, Inventory held for processing by third Persons or immaterial quantities of assets, equipment or Inventory), its jurisdiction of organization or the date three months following location of its chief executive office or place of business from the Closing Date at locations specified in Schedule 6.7, and to execute (to the Borrowers’ expense. Any additional Collateral field examinations shall be at the Lenders’ expense unless a Default has occurred and is continuing at the time extent required) in advance of such reviewchange, cause to be filed and/or delivered to the Agent any financing statements or other documents required by the Agent, all in form and substance satisfactory to the Agent. Each Credit Party agrees to furnish any Lender with such other information regarding its business affairs and financial condition as such Lender may reasonably request from time to time.

Books and Records; Inspection. Each Loan Party will, and will cause each of its Subsidiaries to, maintain books and records pertaining to the Collateral in such detail, form and scope as is consistent with good business practice. Each Loan Party agrees that either of the Agents or their agents may enter upon the premises of each Loan Party or any of its Subsidiaries at any time and from time to time upon reasonable prior notice, during normal business hours, and at any time at all on and after the occurrence of an Event of Default which continues beyond the expiration of any grace or cure period applicable thereto, and which has not otherwise been waived by Required Lenders, for the purpose of (a) Keep proper records and books of account in which fullenabling each Agent’s internal auditors or outside third party designees to conduct field examinations at such Loan Party’s expense, true and correct entries will be made in accordance with GAAP and all Legal Requirements, reflecting all financial transactions and matters involving the assets and business of the Loan Parties and their Subsidiaries; (b) maintain such books inspecting and records of account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over appraising the Loan Parties and their SubsidiariesCollateral, as the case may be; (c) from time-to-time during regular business hours upon reasonable prior notice to the applicable inspecting and/or copying (at such Loan Party or Subsidiary, permit representatives Party’ expense) any and independent contractors of the Administrative Agent and each Lender, for purposes of performing a Collateral field examinationall records pertaining thereto, (id) to visit and inspect any of its Properties, (ii) to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom and (iii) to discuss its discussing the affairs, finances and accounts business of any Loan Party or with its directors, any officers, employees and independent public accountants, all at directors of any Loan Party with the expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, (d) permit the Administrative Agent, upon request, to conduct, or hire a third party to conduct, on behalf of the Secured Parties, a review of position reports and Risk Management Policies of the Borrowers and their Subsidiaries, Independent Accountant and (e) within 180 days after verifying Eligible Accounts and/or Eligible Inventory. The Lenders, in the Closing, permit the Administrative Agent or its designee to perform, on behalf reasonable discretion of the Secured Parties US Agent, may accompany either Agent at such Lender’s sole expense in connection with the foregoing inspections. Each Loan Party agrees to afford each Agent 10 days prior written notice (or such shorter period approved by US Agent in its sole discretion) of any change in the location of any Collateral (other than vehicles, Inventory held for shipment by third Persons, Inventory in transit, Inventory held for processing by third Persons or immaterial quantities of assets, equipment or Inventory with an aggregate book value of less than $1,000,000), and at 10 days prior written notice (or such shorter period approved by US Agent in its sole discretion) of any change in its jurisdiction of organization or the expense location of its chief executive office or place of business from the Borrowerslocations specified in Schedule 4.7, one assessment of the Borrowers’ procedures, policies and systems relating to the Risk Management Policy. Unless a Default has occurred and is continuing, the Collateral field exams shall be performed no more often than on a semi-annual basis commencing on the date three months following the Closing Date at the Borrowers’ expense. Any additional Collateral field examinations shall be at the Lenders’ expense unless a Default has occurred and is continuing at the time execute in advance of such reviewchange, cause to be filed and/or delivered to each Agent any financing statements or other documents reasonably required by such Agent, all in form and substance reasonably satisfactory to such Agent. Each Loan Party agrees to advise each Agent promptly, in sufficient detail, of any event which would reasonably be expected to cause a Material Adverse Change.

Books and Records; Inspection. (a) Keep proper records and books of account in which full, true and correct entries will be made in accordance with GAAP and in material conformity with all Legal Requirements, reflecting all financial transactions and matters involving the assets and business of the Loan Borrower Parties and their respective Subsidiaries; (b) maintain such books of record and records of account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Loan Parties and their such Borrower Party or any of its Subsidiaries, as the case may be; (c) from time-to-time to time during regular business hours upon reasonable prior notice to the applicable Loan Party or Subsidiarynotice, permit representatives and independent contractors of the Administrative Agent and each Lender, for purposes of performing a Collateral field examination, Lender (i) to visit and inspect any of its Properties, including a collateral audit and field exam of the Accounts, Inventory and other components comprising the Borrowing Base and Collateral by Lenders’ independent engineer or consultant at Borrowers’ expense, including an inspection and review of the books and records of the Borrower Parties, a review of all proprietary trading activity, and a systems review, including, without limitation, to assess the quality, level and risks associated with the Collateral comprising the Borrowing Base; provided that unless an Event of Default exists Borrower shall not have to pay for such Lenders’ independent engineer or consultant more than once in any twelve (12) month period, (ii) to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom and (iii) to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, brokers, representatives, creditors (including term lenders), counterparties to Hedge Agreements and auditors, all at the expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Borrower (provided that, during the existence of a Default or Event of Default, no prior notice will be required); and (d) permit the instruct its brokers, creditors (including term lenders) and auditors to provide information requested by Administrative Agent, upon request, to conduct, or hire a third party to conduct, on behalf of the Secured Parties, a review of position reports and Risk Management Policies of the Borrowers and their Subsidiaries, and (e) within 180 days after the Closing, permit the Administrative Agent or its designee to perform, on behalf of the Secured Parties and at the expense of the Borrowers, one assessment of the Borrowers’ procedures, policies and systems relating to the Risk Management Policy. Unless a Default has occurred and is continuing, the Collateral field exams shall be performed no more often than on a semi-annual basis commencing on the date three months following the Closing Date at the Borrowers’ expense. Any additional Collateral field examinations shall be at the Lenders’ expense unless a Default has occurred and is continuing at the time of such review.

Books and Records; Inspection. Each Borrower will, and will cause each of its Subsidiaries to, maintain books and records pertaining to the Collateral in such detail, form and scope as is consistent with good business practice. Each Borrower agrees that the Agent or its agents may enter upon the premises of each Borrower or any of its Subsidiaries at any time and from time to time, during normal business hours, and at any time at all on and after the occurrence of an Event of Default which continues beyond the expiration of any grace or cure period applicable thereto, and which has not otherwise been waived by the Agent, for the purpose of (a) Keep proper records enabling the Agent's internal auditors to conduct quarterly field examinations at such Borrower's expense (such expense to include a per diem of $650.00 per person and books of account in which fullout-of-pocket expenses), true and correct entries will be made in accordance with GAAP (b) inspecting the Collateral, (c) inspecting and/or copying (at Borrowers' expense) any and all Legal Requirementsrecords pertaining thereto, reflecting all financial transactions and matters involving (d) discussing the assets affairs, finances and business of the Loan Parties any Borrower with any officers and their Subsidiaries; (b) maintain such books and records of account in material conformity with all applicable requirements employees of any Governmental Authority having regulatory jurisdiction over Borrower, (e) discussing the Loan Parties affairs, finances and their Subsidiariesbusiness of any Borrower with the Independent Accountant, but only so long as the case may be; (c) from time-to-time during regular business hours upon reasonable Agent has provided prior notice to the applicable Loan Party or SubsidiaryCompany and the discussions with the Independent Accountant are reasonable in scope and frequency and (f) verifying Eligible Accounts Receivable and/or Eligible Inventory. The Lenders, permit representatives and independent contractors in the reasonable discretion of the Administrative Agent, may accompany the Agent and each Lenderat their sole expense in connection with the foregoing inspections. Each Borrower agrees to afford the Agent thirty (30) days prior written notice of any change in the location of any Collateral (other than Inventory held for shipment by third Persons, Inventory in transit, Inventory held for purposes processing by third Persons or immaterial quantities of performing a Collateral field examinationassets, (iequipment or Inventory) to visit and inspect any or in the location of its Properties, (ii) to examine its corporate, financial and operating recordschief executive office or place of business from the locations specified in SCHEDULE 6.7, and make copies thereof to execute in advance of such change, cause to be filed and/or delivered to the Agent any financing statements or abstracts therefrom and (iii) to discuss its affairs, finances and accounts with its directors, officers, and independent public accountantsother documents required by the Agent, all at the expense of the Borrowers in form and at such reasonable times during normal business hours and as often as may be reasonably desired, (d) permit the Administrative Agent, upon request, to conduct, or hire a third party to conduct, on behalf of the Secured Parties, a review of position reports and Risk Management Policies of the Borrowers and their Subsidiaries, and (e) within 180 days after the Closing, permit the Administrative Agent or its designee to perform, on behalf of the Secured Parties and at the expense of the Borrowers, one assessment of the Borrowers’ procedures, policies and systems relating substance satisfactory to the Risk Management PolicyAgent. Unless a Default has occurred Each Borrower agrees to furnish any Lender with such other information regarding its business affairs and is continuing, the Collateral field exams shall be performed no more often than on a semi-annual basis commencing on the date three months following the Closing Date at the Borrowers’ expense. Any additional Collateral field examinations shall be at the Lenders’ expense unless a Default has occurred and is continuing at the financial condition as such Lender may reasonably request from time of such reviewto time.

Books and Records; Inspection. Each Credit Party will, and will cause each of its Restricted Subsidiaries to, maintain books and records pertaining to the Collateral in such detail, form and scope as is consistent with good business practice. Each Credit Party agrees that the Agent or its agents may enter upon the premises of each Credit Party or any of its Restricted Subsidiaries at any time and from time to time, during normal business hours, and at any time at all on and after the occurrence of an Event of Default, and which has not otherwise been waived by the Agent, for the purpose of (a) Keep proper records and books of account in which fullenabling the Agent’s internal auditors or outside third party designees to conduct periodic field examinations at such Credit Party’s expense, true and correct entries will be made in accordance with GAAP and all Legal Requirements, reflecting all financial transactions and matters involving the assets and business of the Loan Parties and their Subsidiaries; (b) maintain such books and records of account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over inspecting the Loan Parties and their SubsidiariesCollateral, as the case may be; (c) from time-to-time during regular business hours upon reasonable prior notice to the applicable Loan Party or Subsidiary, permit representatives inspecting and/or copying (at such Credit Party’ expense) any and independent contractors of the Administrative Agent and each Lender, for purposes of performing a Collateral field examinationall records pertaining thereto, (id) to visit and inspect any of its Properties, (ii) to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom and (iii) to discuss its discussing the affairs, finances and accounts business of any Credit Party or with its directors, any officers, employees and independent public accountants, all at directors of any Credit Party with the expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, (d) permit the Administrative Agent, upon request, to conduct, or hire a third party to conduct, on behalf of the Secured Parties, a review of position reports and Risk Management Policies of the Borrowers and their Subsidiaries, Independent Accountant and (e) within 180 days after verifying Eligible Accounts Receivable and/or Eligible Petroleum Inventory. The Lenders, in the Closing, permit the Administrative Agent or its designee to perform, on behalf reasonable discretion of the Secured Parties and Agent, may accompany the Agent at their sole expense in connection with the expense of foregoing inspections. The Agent expects to conduct two (2) field examinations per year (or more frequently, if Excess Availability is less than $100,000,000), but reserves the Borrowersright, one assessment of the Borrowers’ proceduresin its reasonable discretion, policies and systems relating to conduct a field examination at any time, or with less frequency, upon reasonable notice to the Risk Management PolicyBorrower. Unless a Default has occurred Each Credit Party agrees to afford the Agent thirty (30) days prior written notice of any change in its jurisdiction of organization or the location of its chief executive office or place of business from the locations specified in Schedule 6.7, and is continuing, the Collateral field exams shall be performed no more often than on a semi-annual basis commencing on the date three months following the Closing Date at the Borrowers’ expense. Any additional Collateral field examinations shall be at the Lenders’ expense unless a Default has occurred and is continuing at the time to execute in advance of such reviewchange, cause to be filed and/or delivered to the Agent any financing statements or other documents required by the Agent, all in form and substance reasonably satisfactory to the Agent. Each Credit Party agrees to furnish the Agent with such other information regarding its business affairs and financial condition as the Agent may reasonably request from time to time.

Books and Records; Inspection. Each Borrower will, and will cause each of its Subsidiaries to, maintain books and records pertaining to the Collateral in such detail, form and scope as is consistent with good business practice. Each Borrower agrees that the Agent or its agents may enter upon the premises of each Borrower or any of its Subsidiaries at any time and from time to time, during normal business hours, and at any time at all on and after the occurrence of an Event of Default which continues beyond the expiration of any grace or cure period applicable thereto, and which has not otherwise been waived by the Agent, for the purpose of (a) Keep proper records enabling the Agent's internal auditors to conduct quarterly field examinations at such Borrower's expense (such expense to include a per diem of $650.00 per person and books of account in which fullout-of-pocket expenses), true and correct entries will be made in accordance with GAAP (b) inspecting the Collateral, (c) inspecting and/or copying (at Borrowers' expense) any and all Legal Requirementsrecords pertaining thereto, reflecting all financial transactions and matters involving (d) discussing the assets affairs, finances and business of the Loan Parties any Borrower with any officers and their Subsidiaries; (b) maintain such books and records of account in material conformity with all applicable requirements employees of any Governmental Authority having regulatory jurisdiction over Borrower, (e) discussing the Loan Parties affairs, finances and their Subsidiariesbusiness of any Borrower with the Independent Accountant, but only so long as the case may be; (c) from time-to-time during regular business hours upon reasonable Agent has provided prior notice to the applicable Loan Party or SubsidiaryCompany and the discussions with the Independent Accountant are reasonable in scope and frequency and (f) verifying Eligible Accounts Receivable and/or Eligible Inventory. The Lenders, permit representatives and independent contractors in the reasonable discretion of the Administrative Agent, may accompany the Agent and each Lenderat their sole expense in connection with the foregoing inspections. Each Borrower agrees to afford the Agent thirty (30) days prior written notice of any change in the location of any Collateral (other than Inventory held for shipment by third Persons, Inventory in transit, Inventory held for purposes processing by third Persons or immaterial quantities of performing a Collateral field examinationassets, (iequipment or Inventory) to visit and inspect any or in the location of its Properties, (ii) to examine its corporate, financial and operating recordschief executive office or place of business from the locations specified in Schedule 6.7, and make copies thereof to execute in advance of such change, cause to be filed and/or delivered to the Agent any financing statements or abstracts therefrom and (iii) to discuss its affairs, finances and accounts with its directors, officers, and independent public accountantsother documents required by the Agent, all at the expense of the Borrowers in form and at such reasonable times during normal business hours and as often as may be reasonably desired, (d) permit the Administrative Agent, upon request, to conduct, or hire a third party to conduct, on behalf of the Secured Parties, a review of position reports and Risk Management Policies of the Borrowers and their Subsidiaries, and (e) within 180 days after the Closing, permit the Administrative Agent or its designee to perform, on behalf of the Secured Parties and at the expense of the Borrowers, one assessment of the Borrowers’ procedures, policies and systems relating substance satisfactory to the Risk Management PolicyAgent. Unless a Default has occurred Each Borrower agrees to furnish any Lender with such other information regarding its business affairs and is continuing, the Collateral field exams shall be performed no more often than on a semi-annual basis commencing on the date three months following the Closing Date at the Borrowers’ expense. Any additional Collateral field examinations shall be at the Lenders’ expense unless a Default has occurred and is continuing at the financial condition as such Lender may reasonably request from time of such reviewto time.

Books and Records; Inspection. Each Credit Party will, and will cause each of its Subsidiaries to, maintain books and records pertaining to the Collateral in such detail, form and scope as is consistent with good business practice. Each Credit Party agrees that the Agent or its agents may enter upon the premises of each Credit Party or any of its Subsidiaries at any time and from time to time, during normal business hours, and at any time at all on and after the occurrence of an Event of Default, and which has not otherwise been waived by the Agent, for the purpose of (a) Keep proper records and books of account in which fullenabling the Agent's internal auditors or outside third party designees to conduct periodic field examinations at such Credit Party's expense, true and correct entries will be made in accordance with GAAP and all Legal Requirements, reflecting all financial transactions and matters involving the assets and business of the Loan Parties and their Subsidiaries; (b) maintain such books and records of account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over inspecting the Loan Parties and their SubsidiariesCollateral, as the case may be; (c) from time-to-time during regular business hours upon reasonable prior notice to the applicable Loan Party or Subsidiary, permit representatives inspecting and/or copying (at such Credit Party' expense) any and independent contractors of the Administrative Agent and each Lender, for purposes of performing a Collateral field examinationall records pertaining thereto, (id) to visit and inspect any of its Properties, (ii) to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom and (iii) to discuss its discussing the affairs, finances and accounts business of any Credit Party or with its directors, any officers, employees and independent public accountants, all at directors of any Credit Party with the expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, (d) permit the Administrative Agent, upon request, to conduct, or hire a third party to conduct, on behalf of the Secured Parties, a review of position reports and Risk Management Policies of the Borrowers and their Subsidiaries, Independent Accountant and (e) within 180 days after verifying Eligible Accounts Receivable and/or Eligible Petroleum Inventory. The Lenders, in the Closing, permit the Administrative Agent or its designee to perform, on behalf reasonable discretion of the Secured Parties and Agent, may accompany the Agent at their sole expense in connection with the expense of foregoing inspections. The Agent expects to conduct two (2) field examinations per year (or more frequently, if Excess Availability is less than $100,000,000), but reserves the Borrowersright, one assessment of the Borrowers’ proceduresin its reasonable discretion, policies and systems relating to conduct a field examination at any time, or with less frequency, upon reasonable notice to the Risk Management PolicyBorrower. Unless a Default has occurred Each Credit Party agrees to afford the Agent thirty (30) days prior written notice of any change in its jurisdiction of organization or the location of its chief executive office or place of business from the locations specified in Schedule 6.7, and is continuing, the Collateral field exams shall be performed no more often than on a semi-annual basis commencing on the date three months following the Closing Date at the Borrowers’ expense. Any additional Collateral field examinations shall be at the Lenders’ expense unless a Default has occurred and is continuing at the time to execute in advance of such reviewchange, cause to be filed and/or delivered to the Agent any financing statements or other documents required by the Agent, all in form and substance reasonably satisfactory to the Agent. Each Credit Party agrees to furnish the Agent with such other information regarding its business affairs and financial condition as the Agent may reasonably request from time to time.

Books and Records; Inspection. Each Obligor will, and will cause each of its Subsidiaries to, maintain books and records pertaining to the Collateral in such detail, form and scope as is consistent with good business practice. Each Obligor agrees that upon at least three (3) Business Days advance notice (which notice requirement shall be deemed waived during any time that an Event of Default exists), the Administrative Agent or its agents may enter upon the premises of each Obligor or any of its Subsidiaries at any time and from time to time, during normal business hours, and at any time at all on and after the occurrence of an Event of Default and during its continuance, for the purpose of (a) Keep proper records and books of account in which fullenabling the Administrative Agent's internal auditors or outside third party designees to conduct field examinations at such Obligor's expense, true and correct entries will be made in accordance with GAAP and all Legal Requirements, reflecting all financial transactions and matters involving the assets and business of the Loan Parties and their Subsidiaries; (b) maintain such books and records of account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over inspecting the Loan Parties and their SubsidiariesCollateral, as the case may be; (c) from time-to-time during regular business hours upon reasonable prior notice to inspecting and/or copying (at the applicable Loan Party or Subsidiary, permit representatives Obligors' expense) any and independent contractors of the Administrative Agent and each Lender, for purposes of performing a Collateral field examinationall records pertaining thereto, (id) to visit and inspect any of its Properties, (ii) to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom and (iii) to discuss its discussing the affairs, finances and accounts business of any Obligor with its directors, any officers, employees and independent public accountants, all at directors of any Obligor or with the expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, (d) permit the Administrative Agent, upon request, to conduct, or hire a third party to conduct, on behalf of the Secured Parties, a review of position reports and Risk Management Policies of the Borrowers and their SubsidiariesIndependent Accountant, and (e) within 180 days after verifying (in the Closingname of an Obligor) Eligible Accounts Receivable and Eligible Inventory. The Lenders, permit in the reasonable discretion of the Administrative Agent, may accompany the Administrative Agent at their sole expense in connection with the foregoing inspections. Each Obligor agrees to afford the Administrative Agent at least thirty (30) days prior written notice of any change in the location of any Collateral (other than Inventory held for shipment by third Persons, Inventory in transit, Inventory held for processing by third Persons or immaterial quantities of assets, equipment or Inventory) or in the location of its designee chief executive office or place of business from the locations specified in Schedule 6.7, except pursuant to performthe Reorganization, on behalf and to execute in advance of such change, cause to be filed and/or delivered to the Secured Parties Administrative Agent any financing statements or other documents required by the Administrative Agent, all in form and at substance satisfactory to the expense Administrative Agent. Each Obligor agrees to advise the Administrative Agent promptly, in sufficient detail, of the Borrowers, one assessment of the Borrowers’ procedures, policies and systems any substantial change relating to the Risk Management Policy. Unless a Default has occurred and is continuingtype, quantity or quality of the Collateral field exams shall or any event which could reasonably be performed no more often than on expected to have a semi-annual basis commencing on the date three months following the Closing Date at the Borrowers’ expenseMaterial Adverse Effect. Any additional Collateral field examinations shall be at the Lenders’ expense unless a Default has occurred Each Obligor agrees to furnish any Lender with such other information regarding its business affairs and is continuing at the financial condition as such Lender may reasonably request from time of such reviewto time.

Books and Records; Inspection. (a) Keep proper records and books of account in which full, true and correct entries will be made in accordance with GAAP and in material conformity with all Legal Requirements, reflecting all financial transactions and matters involving the assets and business of the Loan Borrower Parties and their respective Subsidiaries; (b) maintain such books of record and records of account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Loan Parties and their such Borrower Party or any of its Subsidiaries, as the case may be; (c) from time-to-time to time during regular business hours upon reasonable prior notice to the applicable Loan Party or Subsidiarynotice, permit representatives and representatives, independent contractors and operational consultants of the Administrative Agent and each Lender, for purposes of performing a Collateral field examination, Lender (i) to visit and inspect any of its Properties, including a collateral audit and field exam of the Accounts, Inventory and other Collateral by Lenders’ independent engineer or consultant at Borrowers’ expense, including, without limitation, an inspection and review of the books and records of the Borrower Parties, a review of all proprietary trading activity, a systems review, including, without limitation, to assess the quality, level and risks associated with the Collateral, plant designs and tours of plants and equipment; provided that, other than as expressly set forth in Section 9.04 unless an Event of Default exists Borrower shall not have to pay for such Lenders’ independent engineer or consultant more than once in any three (3) month period, (ii) to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom and (iii) to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, brokers, representatives, creditors, counterparties to Hedge Agreements and auditors, all at the expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Borrower (provided that, during the existence of a Default to the knowledge of the Borrower Parties or Event of Default, no prior notice will be required); (d) permit the instruct its brokers and auditors to provide information reasonably requested by Administrative Agent, upon request, to conduct, Agent or hire a third party to conduct, on behalf of the Secured Parties, a review of position reports and Risk Management Policies of the Borrowers and their Subsidiaries, any Lender and (e) within 180 days after have reasonable access to vendors and technical advisors. Notwithstanding anything to the Closingcontrary in Section 5.08, permit no Borrower Party shall be required to provide, disclose or otherwise allow inspection of (i) materials which constitute non-financial trade secrets or non-financial, proprietary information to any Lender not subject to a confidentiality agreement reasonably satisfactory to the Borrowers, (ii) in respect of which disclosure to the Administrative Agent or its designee any Lender (or their respective designees or representatives) is prohibited by law or any binding agreement with a Person that is not an Affiliate of a Borrower or (iii) is subject to performattorney-client or similar privilege or constitutes attorney work product. The Administrative Agent and the Lenders shall give the Borrowers the opportunity to participate in any discussions with such Person’s independent public accountants, on behalf of the Secured Parties vendors and at the expense of the Borrowers, one assessment of the Borrowers’ procedures, policies and systems relating to the Risk Management Policy. Unless a Default has occurred and is continuing, the Collateral field exams shall be performed no more often than on a semi-annual basis commencing on the date three months following the Closing Date at the Borrowers’ expense. Any additional Collateral field examinations shall be at the Lenders’ expense unless a Default has occurred and is continuing at the time of such reviewtechnical advisors.

Books and Records; Inspection. (a) Keep proper records and books of account in which full, true and correct entries will be made in accordance with GAAP and all Legal Requirements, reflecting all financial transactions and matters involving the assets and business of the Loan Transaction Parties and their Subsidiaries; (b) maintain such books and records of account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Loan Transaction Parties and their Subsidiaries, as the case may be; (c) from time-to-time to time during regular business hours upon reasonable prior notice to the applicable Loan Party or SubsidiaryCounterparty, permit representatives and independent contractors designated third party advisors of the Administrative Agent and each Lender, for purposes of performing a Collateral field examination, Hedge Provider (i) to visit and inspect any of its Propertiesthe Counterparty’s Properties or systems or any of the Collateral, (ii) to examine its the Counterparty’s corporate, financial and operating records, and make copies thereof or abstracts therefrom and (iii) to discuss its the Counterparty’s affairs, finances and accounts with its directors, officers, employees, and independent public accountants, all at the expense of the Borrowers Counterparty and at such reasonable times during normal business hours and as often as may be reasonably desired, requested; (d) permit the Administrative AgentHedge Provider, upon request, to conduct, conduct (or hire a third party advisor to conduct, on behalf of the Secured PartiesHedge Provider), a review of position reports and summaries referenced in Section 5.06 and the Risk Management Policies of the Borrowers and their Subsidiaries, and Policy; (e) within 180 as soon as possible but in any event not more than thirty (30) days after the Closinginstallation and implementation by the Counterparty of the Sunguard System “Integrate” referenced in Section 5.06 (or such other date as the Hedge Provider may reasonably require) and thereafter not more than one (1) time during each succeeding twelve (12) month period, permit the Administrative Agent Hedge Provider or its designee representative or designated third party advisor to perform, on behalf of the Secured Parties and at the sole cost and expense of the BorrowersCounterparty, one assessment an independent audit of the Borrowers’ Counterparty’s procedures, policies policies, reporting and systems relating to the Risk Management Policy. Unless ; and (f) permit the Hedge Provider or its representative or designated third party advisors or to audit at any time upon request the Counterparty’s infrastructure, analytics, and historical and long-term projected data associated with the Counterparty’s business; provided that unless a Potential Event of Default or Specified Event has occurred and is continuing, the Collateral field exams inspections, examinations, and other actions described in clause (c) above shall be performed no more often than on a semi-annual basis commencing on the date which is three (3) months following the Closing Date at the Borrowers’ expense. Any Counterparty’s sole cost and expense and any additional Collateral field such inspections, examinations or actions shall be performed at the Lenders’ Hedge Provider’s sole cost and expense unless a Potential Event of Default or Specified Event has occurred and is continuing at the time of such reviewinspection, examination or action (as applicable).

Books and Records; Inspection. Each Credit Party will, and will cause each of its Subsidiaries to, maintain books and records pertaining to the Collateral in such detail, form and scope as is consistent with good business practice. Each Credit Party agrees that the Agent or its agents may enter upon the premises of each Credit Party or any of its Subsidiaries at any time and from time to time upon reasonable prior notice, during normal business hours, and at any time at all on and after the occurrence of an Event of Default which continues beyond the expiration of any grace or cure period applicable thereto, and which has not otherwise been waived by the Agent, for the purpose of (a) Keep proper records and books of account in which fullenabling the Agent’s internal auditors or outside third party designees to conduct field examinations at such Credit Party’s expense, true and correct entries will be made in accordance with GAAP and all Legal Requirements, reflecting all financial transactions and matters involving the assets and business of the Loan Parties and their Subsidiaries; (b) maintain such books and records of account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over inspecting the Loan Parties and their SubsidiariesCollateral, as the case may be; (c) from time-to-time during regular business hours upon reasonable prior notice to the applicable Loan Party or Subsidiary, permit representatives inspecting and/or copying (at such Credit Party’ expense) any and independent contractors of the Administrative Agent and each Lender, for purposes of performing a Collateral field examinationall records pertaining thereto, (id) to visit and inspect any of its Properties, (ii) to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom and (iii) to discuss its discussing the affairs, finances and accounts business of any Credit Party or with its directors, any officers, employees and independent public accountants, all at directors of any Credit Party with the expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, (d) permit the Administrative Agent, upon request, to conduct, or hire a third party to conduct, on behalf of the Secured Parties, a review of position reports and Risk Management Policies of the Borrowers and their Subsidiaries, Independent Accountant and (e) within 180 days after verifying Eligible Accounts Receivable and/or Eligible Inventory. The Lenders, in the Closing, permit the Administrative Agent or its designee to perform, on behalf reasonable discretion of the Secured Parties and Agent, may accompany the Agent at their sole expense in connection with the expense of foregoing inspections. The Agent expects to conduct two field examinations per year, but reserves the Borrowersright, one assessment of in its sole discretion, to conduct a field examination at any time, or with less frequency, upon reasonable notice to the Company at the Borrowers’ proceduresexpense; provided, policies and systems relating to the Risk Management Policy. Unless a that so long as no Event of Default has occurred and is continuing, the Collateral Credit Parties shall only be required to pay the fees and expenses for two such field exams shall be performed no more often than on a semi-annual basis commencing on examinations in any single year. The Agent reserves the date three months following the Closing Date right, in its sole discretion, to conduct inventory appraisals at any time at the Borrowers’ expense. Any additional Collateral field examinations shall be at , upon reasonable notice to the Lenders’ expense unless a Company; provided, that so long as no Event of Default has occurred and is continuing at continuing, the time Credit Parties shall only be required to pay the fees and expenses for one inventory appraisal in any single year. Each Credit Party agrees to afford the Agent thirty (30) days prior written notice of any change in the location of any Collateral (other than Inventory held for shipment by third Persons, Inventory in transit, Inventory held for processing by third Persons or immaterial quantities of assets, equipment or Inventory), its jurisdiction of organization or the location of its chief executive office or place of business from the locations specified in Schedule 6.7, and to execute in advance of such reviewchange, cause to be filed and/or delivered to the Agent any financing statements or other documents required by the Agent, all in form and substance satisfactory to the Agent. Each Credit Party agrees to advise the Agent promptly, in sufficient detail, of any substantial change relating to the type, quantity or quality of the Collateral or any event which could reasonably be expected to have a Material Adverse Effect. Each Credit Party agrees to furnish any Lender with such other information regarding its business affairs and financial condition as such Lender may reasonably request from time to time.

Books and Records; Inspection. Each Borrower will, and will cause each of its Subsidiaries to, maintain books and records pertaining to the Collateral in such detail, form and scope as is consistent with good business practice. Each Borrower agrees that the Agent or its agents may enter upon the premises of each Borrower or any of its Subsidiaries at any time and from time to time, during normal business hours, and at any time at all on and after the occurrence of an Event of Default which continues beyond the expiration of any grace or cure period applicable thereto, and which has not otherwise been waived by the Agent, for the purpose of (a) Keep proper records enabling the Agent's internal auditors to conduct quarterly field examinations at such Borrower's expense (such expense to include a per diem of $650.00 per person and books of account in which fullout-of-pocket expenses), true and correct entries will be made in accordance with GAAP (b) inspecting the Collateral, (c) inspecting and/or copying (at Borrowers' expense) any and all Legal Requirementsrecords pertaining thereto, reflecting all financial transactions and matters involving (d) discussing the assets affairs, finances and business of the Loan Parties any Borrower with any officers and their Subsidiaries; (b) maintain such books and records of account in material conformity with all applicable requirements employees of any Governmental Authority having regulatory jurisdiction over Borrower, (e) discussing the Loan Parties affairs, finances and their Subsidiariesbusiness of any Borrower with the Independent Accountant, but only so long as the case may be; (c) from time-to-time during regular business hours upon reasonable Agent has provided prior notice to the applicable Loan Party or SubsidiaryCompany and the discussions withthe Independent Accountant are reasonable in scope and frequency and (f) verifying Eligible Accounts Receivable and/or Eligible Inventory. The Lenders, permit representatives and independent contractors in the reasonable discretion of the Administrative Agent, may accompany the Agent and each Lenderat their sole expense in connection with the foregoing inspections. Each Borrower agrees to afford the Agent thirty (30) days prior written notice of any change in the location of any Collateral (other than Inventory held for shipment by third Persons, Inventory in transit, Inventory held for purposes processing by third Persons or immaterial quantities of performing a Collateral field examinationassets, (iequipment or Inventory) to visit and inspect any or in the location of its Properties, (ii) to examine its corporate, financial and operating recordschief executive office or place of business from the locations specified in Schedule 6.7, and make copies thereof to ------------ execute in advance of such change, cause to be filed and/or delivered to the Agent any financing statements or abstracts therefrom and (iii) to discuss its affairs, finances and accounts with its directors, officers, and independent public accountantsother documents required by the Agent, all at the expense of the Borrowers in form and at such reasonable times during normal business hours and as often as may be reasonably desired, (d) permit the Administrative Agent, upon request, to conduct, or hire a third party to conduct, on behalf of the Secured Parties, a review of position reports and Risk Management Policies of the Borrowers and their Subsidiaries, and (e) within 180 days after the Closing, permit the Administrative Agent or its designee to perform, on behalf of the Secured Parties and at the expense of the Borrowers, one assessment of the Borrowers’ procedures, policies and systems relating substance satisfactory to the Risk Management PolicyAgent. Unless a Default has occurred Each Borrower agrees to furnish any Lender with such other information regarding its business affairs and is continuing, the Collateral field exams shall be performed no more often than on a semi-annual basis commencing on the date three months following the Closing Date at the Borrowers’ expense. Any additional Collateral field examinations shall be at the Lenders’ expense unless a Default has occurred and is continuing at the financial condition as such Lender may reasonably request from time of such reviewto time.