Common use of Books and Records; Inspection Rights Clause in Contracts

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Loan Party will, and will cause each of its Subsidiaries to, (a) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties and to examine and make extracts from its books and records, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representatives, all at such reasonable times as are requested; provided, however, that if an Event of Default has occurred and is continuing, there shall be no limitation on the number of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers. The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Each Loan Party will, and will cause each of its Restricted Subsidiaries to, (ai) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities and (bii) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Agent and/or any Collateral Agent or and, after the occurrence and during the continuance of an Event of Default, any Lender (including employees of the Administrative Agent, either Agent and/or any Collateral Agent, and, after the occurrence and during the continuance of an Event of Default, any Lender Lender, or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent and/or any Collateral Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties and properties, to examine and make extracts from its books and records, including environmental assessment reports and the applicable Loan Party Phase I or Subsidiary will make its officers Phase II studies, and independent accountants available to discuss its affairs, finances and condition with such representativesits officers and independent accountants (so long as management of the Borrower Representative is permitted to be present), all at such reasonable times and as are often as reasonably requested; provided, however, that if an Event of Default has occurred and is continuing, there shall be no limitation on the number of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after After the occurrence and during the continuance of any Event of Default, each Loan Party shall provide the Administrative Agent, each Agent and/or any Collateral Agent and each Lender (which may be accompanied by the Lenders) with access to its suppliers. The Loan Parties acknowledge that the Administrative Agent and each and/or any Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries Subsidiaries’ assets for internal use by the Administrative Agent, each the Collateral Agent Agents and the Lenders.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereofand 5.12, each Loan Party will, and will cause each of its Subsidiaries Subsidiary to, (a) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral Agent or any other Lender Party (including employees of the Administrative Agent, either Collateral Agent, any other Lender Party or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties and properties, to examine and make extracts from its books and recordsrecords (including environmental assessment reports and Phase I or Phase II studies), in each case that are not protected by attorney-client privilege or bound by confidentiality agreements that have been entered into in the ordinary course of business and consistent with historical practice, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representativesits officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested (provided that (i) the obligation of the Company to reimburse the Lender Parties for the expenses of any such inspection shall be limited to reimbursing the Administrative Agent for its expenses that are requested; provided, however, that if incurred in connection with two visits annually unless an Event of Default has occurred and is continuingexists, in which case there shall be no limitation limit on the number of Company’s obligation to reimburse such site visits expenses, and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site (ii) all visits and inspections shall be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance by or on behalf of any Event of Default, each Loan Lender Party shall provide (other than the Administrative Agent) shall be conducted concurrently with any such visit or inspection that is conducted by the Administrative Agent or its designated representatives), and, in each Collateral Agent and each Lender case, with access a reasonable opportunity for a representative of the Company to its suppliersbe present. The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders other Lender Parties certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenderssuch Lender Parties.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Loan Each Credit Party will, and will cause each of its Subsidiaries to, (a) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities activities. Each Credit Party will maintain its billing, accounting and (b) on up software systems at a level sufficient to one occasion per calendar year enable it to conduct the Business. Each Credit Party will permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior noticenotice and during normal business hours, to visit and inspect its properties and properties, to examine and make extracts from its books and records, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representativesits officers and independent accountants, all at such reasonable times and as are requested; providedoften as reasonably requested (it being agreed that the aforementioned notice requirements and normal business hour restrictions shall not be applicable after the occurrence and continuation of a Default or an Event of Default, however, that if and after a Default or an Event of Default has occurred and is continuingan individual Lender may designate its own representative to perform any such tasks); provided that, there shall be no limitation on the number of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that prior to a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one Default or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any an Event of Default, each Loan Party shall provide the Administrative Agent, each Collateral Agent and each (i) any representative of a Lender with access to its suppliers. The Loan Parties acknowledge who is not an employee of that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute Lender has established to the reasonable satisfaction of the Borrower and the Lenders certain Reports pertaining to that there is no inherent conflict of interest between the Loan Parties’ business and clientele of the Credit Parties and the business and clientele (other than the Lenders) of that representative, and (ii) the Lenders and their respective Subsidiaries assets for internal use by representatives shall not be entitled to take copies of (but may nevertheless examine) any portion of the Administrative Agentbooks, each Collateral Agent accounts and records of the LendersCredit Parties if allowing such copies to be taken would result in any Credit Party being in breach of any contractual or other legally binding obligation of confidentiality. All information provided or obtained pursuant to this Section 5.6 is subject to Section 9.12.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Loan Party will, and will cause each of its Restricted Subsidiaries to, (a) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, accountants and lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties and to examine and make extracts from its books and records, and the applicable Loan Party or Restricted Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representatives, all at such reasonable times as are requested; provided, however, that if an Event of Default has occurred and is continuing, there shall be no limitation on the number of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers. The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their respective Restricted Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Loan Party Each of Holdings and the Borrower will, and will cause each of its Subsidiaries and the other Credit Parties to, (a) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities activities. Each of Holdings and (b) on up to one occasion per calendar year the Borrower will, and will cause each of its Subsidiaries and the other Credit Parties to, permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of including, without limitation, the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), Construction Inspector) upon reasonable prior notice, at the sole cost of Holdings, the Borrower or any applicable Subsidiary or Credit Party, to visit and inspect any of its properties property, including, without limitation, the Miami Jai-Alai Facility, the Ft. Xxxxxx Property, the Contractor-Related Property, the Parking Lot Property, the other Collateral, books and financial records of Holdings, the Borrower and each Subsidiary and other Credit Party, to examine and make extracts from its books and records, records and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representativesits officers and independent accountants, all at such reasonable times during normal business hours and as are often as reasonably requested; provided, however, that if an Event of Default has occurred and is continuing, there shall be no limitation on the number of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance absence of any an Event of Default, each Loan Party shall provide the Administrative AgentAgent or any Lender exercising any rights pursuant to this Section 5.06 shall give Holdings, each Collateral the Borrower or any applicable Subsidiary or Credit Party reasonable prior written notice of such exercise. No notice shall be required during the existence and continuance of any Default or Event of Default. The Administrative Agent and each Lender with access shall have board observation rights in respect of Holdings and the Borrower and shall be entitled to its suppliersattend all meetings of their respective boards of directors. The Loan Parties acknowledge Holdings and the Borrower shall provide at least three days prior notice in respect of any such meeting so that the Administrative Agent and each Collateral Agent, after exercising its rights Lender has a reasonable opportunity to attend the applicable meeting. The Administrative Agent and each Lender shall receive copies of inspection, may prepare all materials and distribute other information distributed to the Lenders certain Reports pertaining to the Loan Partiesany members of Holdings’ and their the Borrower’s respective Subsidiaries assets for internal use by boards of directors. The Administrative Agent and each Lender shall make a reasonable effort to notify Holdings or the Borrower if the Administrative AgentAgent expects to attend a meeting of any board of directors (with such notice being delivered, each Collateral Agent and the Lendersif at all, prior to such meeting).

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Each Loan Party will, and will cause each of its Subsidiaries to, (a) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation with respect to its assets and business and activities and (b) on up to one occasion per calendar year will permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender)Required Lenders, upon reasonable prior notice, to visit and inspect its properties and properties, to examine and make extracts from its books and records, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representativesits officers, all at such reasonable times and as are often as reasonably requested; providedprovided that (x) excluding any such visits and inspections during the continuation of an Event of Default, however(i) only the Administrative Agent on behalf of the Required Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section and (ii) the Administrative Agent may not exercise such rights more than once in any calendar year, that if and (y) when an Event of Default has occurred exists, the Administrative Agent or any representative of the Required Lenders (or any of its respective representatives or independent contractors) may do any of the foregoing at the expense of the applicable Borrower Group Company at any time during normal business hours and is continuing, there shall be no limitation on upon reasonable advance notice. Notwithstanding anything to the number of such site visits and inspections. For purposes of contrary in this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense none of the Loan Parties. In additionParties will be required to disclose, after permit the occurrence and during inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the continuance Administrative Agent or any Lender (or their respective representatives or agents) is prohibited by law or any agreement binding on a third party (not created in contemplation thereof) or (c) in any Loan Party’s reasonable judgment, would compromise any attorney-client privilege, privilege afforded to attorney work product or similar privilege, provided that such Borrower Group Company shall make available redacted versions of any Event requested documents or, if unable to do so consistent with the preservation of Defaultsuch privilege, each Loan Party shall provide make commercially reasonable efforts to disclose information responsive to the requests of the Administrative Agent, each Collateral Agent and each any Lender with access to its suppliers. The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights or any of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agentrepresentatives and agents, each Collateral Agent and the Lendersin a manner that will protect such privilege.

Books and Records; Inspection Rights. Without limiting Sections 5.11 The Borrowers will keep, or 5.12 hereofcause to be kept, each Loan Party will, and will cause each of its Subsidiaries to, (a) keep proper books of record and account in which full, true and correct entries in conformity with GAAP are made of all material dealings and transactions in relation to its their business and activities and (b) on up to one occasion per calendar year activities. The Borrowers will permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained accompanied by the Administrative Agent, either Collateral Agent or representatives designated by any Lender), upon reasonable prior noticenotice and, to visit and inspect its properties and to examine and make extracts from its books and records, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representatives, all at such reasonable times so long as are requested; provided, however, that if an no Event of Default has occurred and is continuing, there during normal business hours, to visit and inspect their properties (including to conduct field examinations or audits of the Borrowers’ assets), to examine and make extracts from their books and records, and to discuss their affairs, finances and condition with their officers and independent accountants, all at such reasonable times and as often as reasonably requested, provided that in the absence of an Event of Default not more than two such visits shall occur in one calendar year (excluding visits occurring prior to the Effective Date); provided, further, that with respect to any such books and records with respect to the Borrowers maintained by Bayer or any of its Affiliates, the Borrowers shall only be no limitation on the number obligated to use commercially reasonable efforts to cause Bayer (or any such Affiliate) to make such books and records and related properties, officers and independent accountants of such site visits and inspections. For purposes of Bayer available in accordance with this Section 5.06, it is understood and agreed that a single site visit and inspection may consist including by the exercise of examinations conducted at multiple relevant sites and involve one any contractual rights of any Borrower, whether pursuant to the Joint Contribution Agreement or more relevant Loan Parties and their assetsotherwise. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after After the occurrence and during the continuance of any Event of Default, each Loan Party shall the Borrowers will provide the Administrative Agent, each Collateral Agent and each Lender (who may be accompanied by representatives designated by any Lender) with access to its their suppliers. The Loan Parties Borrowers acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan PartiesBorrowers’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Each Loan Party will, and will cause each of its Subsidiaries Subsidiary to, (a) keep proper books of record and account in which full, true and correct (in all material respects) entries are made of all dealings and transactions in relation to its business and activities and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers accountants and appraisers agents retained by the Administrative Agent), either Collateral Agent or any Lender)as and when determined by the Administrative Agent, upon reasonable prior noticenotice and during normal business hours, to visit and inspect its properties properties, to conduct at such Loan Party’s premises field examinations of such Loan Party’s assets, liabilities, books and to examine records, including examining and make making extracts from its books and records, environmental assessment reports and the applicable Loan Party Phase I or Subsidiary will make its officers Phase II studies, and independent accountants available to discuss its affairs, finances and condition with such representativesits officers and independent accountants, all at such reasonable times and as are often as reasonably requested; provided, however, that if that, (i) so long as at all times during any calendar year no Revolving Loans are outstanding and the LC Exposure is less than $40,000,000, the Loan Parties shall not be required to pay the fees and expenses of the Administrative Agent and such professionals with respect to any such examinations and evaluations conducted during such calendar year and (ii) otherwise, unless an Event of Default has occurred and is continuing, there shall be no limitation on the number of only one such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections field examination per calendar year shall be at the sole expense of the Loan Parties; provided further that one additional field examination per calendar year may be done at the expense of the Loan Parties if Availability is at any time during such calendar year less than the Applicable Trigger Amount (Level V). In additionFor the avoidance of doubt, all such examinations and evaluations conducted after the occurrence and during the continuance of any an Event of DefaultDefault shall be at the expense of the Loan Parties, each Loan Party shall provide and it is understood that the election to conduct or not conduct any examinations and evaluations is in the discretion of the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers. The Each Loan Parties acknowledge Party acknowledges that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the such Loan Parties’ and their respective Subsidiaries Party’s assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Each Loan Party will, and will cause each of its Subsidiaries Subsidiary to, (a) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers lawyers, agents and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior noticenotice and during normal business hours, to visit and inspect its properties properties, to conduct at such Loan Party’s premises field examinations of such Loan Party’s assets, liabilities, books and to examine records in accordance with the terms of Section 5.13, including examining and make making extracts from its books and records, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with its officers and, after written notice to the Borrower and so long as the Borrower is provided an opportunity to participate in such representativesdiscussion, its independent accountants, all at such reasonable times and as are often as reasonably requested; providedprovided that, howeverin the absence of the existence of an Event of Default, that if (i) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (ii) the Administrative Agent shall not exercise its rights under this Section 5.06 more often than two times during any period of twelve consecutive months and (iii) when an Event of Default has occurred and is continuing, there shall be no limitation on the number Administrative Agent or any Lender and its respective designees may do any of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be the foregoing at the sole expense of the Loan Parties. In additionParties at any time during normal business hours and upon reasonable advance notice; provided, after however, that the occurrence and during the continuance of any Event of Default, each Loan Party foregoing shall provide not limit the Administrative Agent, each Collateral Agent ’s rights under Section 5.12 and each Lender with access to its suppliersSection 5.13. The Each Loan Parties acknowledge Party acknowledges that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the any Loan Parties’ and their respective Subsidiaries Party’s assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Loan Party The Borrower will, and will cause each of its Subsidiaries to, (a) keep proper books of record and account in which full, true and correct entries are made of all material dealings and transactions in relation to its business and activities activities, including any such dealings and (b) on up transactions to one occasion per calendar year the extent necessary to prepare the consolidated financials of the Borrower and its Subsidiaries in accordance with GAAP. The Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties and properties, to examine and make extracts from its books and records, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representativesits officers and independent accountants, all at such reasonable times during normal operating hours and as are often as reasonably requested; provided, howeverexcluding any such visits and inspections during the continuation of a Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 5.06 and the Administrative Agent shall not exercise such rights more often than two (2) times during any consecutive four fiscal quarter period absent the existence of a Default and only one (1) such time shall be at the Borrower’s expense; provided, further, that if an Event of when a Default has occurred and is continuing, there the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon at least 24 hours’ notice. The Administrative Agent, the Lenders and their respective representatives and independent contractors shall be no limitation on use commercially reasonable efforts to avoid interruption of the number normal business operations of such site visits the Borrower and inspectionsits Subsidiaries. For purposes The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the independent public accountants of the Borrower and its Subsidiaries. Notwithstanding anything to the contrary in this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense neither of the Loan Parties. In additionBorrower nor any of its Subsidiaries will be required to disclose, after permit the occurrence and during the continuance inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) in respect of any Event of Default, each Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access which disclosure to its suppliers. The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and or any Lender (or their respective Subsidiaries assets for internal use representatives or contractors) is prohibited by the Administrative Agent, each Collateral Agent and the LendersLaw or any binding agreement or (ii) is subject to attorney-client or similar privilege or constitutes attorney work product.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each The Loan Party Parties will, and will cause each of its their Subsidiaries to, (a) keep in all material respects proper books of record and account in which full, true and correct entries in all material respects in conformity, in all material respects, with GAAP and applicable law are made of all material dealings and material transactions in relation to its business and activities activities. The Loan Parties will, and (b) on up to one occasion per calendar year will cause each of the Subsidiaries to, permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained who may be accompanied by the Administrative Agent, either Collateral Agent or any a Lender), upon no less than five (5) Business Days’ prior written notice (provided that no such prior written notice shall be required during the occurrence and continuance of an Event of Default) and at reasonable prior noticetimes during normal business hours, to visit and inspect its properties and properties, to examine and make extracts from its books and records, environmental assessment reports and the applicable Loan Party Phase I or Subsidiary will make its officers Phase II studies, and independent accountants available to discuss its affairs, finances and condition with such representativesits officers, all at such reasonable times and as are often as reasonably requested; provided, however, that if an so long as no Event of Default has occurred and is continuing, there shall be no limitation on the number of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All shall not be required to pay for any such site visits and inspections shall inspection (but may be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Loan Party shall provide obligated reimburse the Administrative Agent, each Collateral Agent for field exams and each Lender with access to its suppliersappraisals as provided in Sections 5.11 and 5.12 below). The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders. The Loan Parties and the Subsidiaries shall have no obligation to discuss or disclose to Administrative Agent, any Lender, or any of their officers, directors, employees or agents, materials protected by attorney-client privilege (including any attorney work product) materials that constitute non-financial trade secrets or non-financial proprietary information, or materials that the Loan Parties or any of the Subsidiaries may not disclose without violation of a confidentiality obligation binding upon it.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Each Loan Party will, and will cause each of its Subsidiaries Subsidiary to, (a) keep proper books of record and account in which full, true and correct complete entries are in all material respects in accordance with GAAP will be made reflecting all of all dealings its and transactions in relation to its Subsidiaries business and activities financial transactions; provided that, it being understood and agreed that Foreign Subsidiaries may maintain individual books and records in conformity with generally accepted accounting principles that are applicable in their respective jurisdiction of organization, and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender on behalf of the Lenders (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers lawyers, agents and appraisers retained by the Administrative Agent, either Collateral Agent or any Lenderin each case, who have signed a non-disclosure agreement in form and substance reasonably satisfactory to the Borrower), upon reasonable prior written notice, to visit and inspect its properties and properties, to examine and make extracts copies from its books and records, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available including to discuss its affairs, finances and condition with such representativesits officers, all at such reasonable times during Borrower’s normal business hours and as are often as reasonably requested; provided, however, that if an Event of Default has occurred and is continuing, there shall be no limitation on the number of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers. The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders. In the absence of a continuing Event of Default only one such examination in any period of 12 consecutive calendar months shall be conducted (as coordinated by the Administrative Agent) and shall be at the Borrower’s expense, and during the continuance of an Event of Default all such examinations shall be at the Borrower’s expense (and may occur with greater frequency); provided, that any and all expenses incurred by a Lender pursuant to this Section 5.06 shall be solely at such Lender’s expense and Borrower shall have no obligation to reimburse any such Lender’s expenses. Notwithstanding anything to the contrary in this Section 5.06, none of the Borrower or any Subsidiary will be required to disclose, permit the inspection, examination or making copies of abstracts of, or discussion of, any document, information or other matter (i) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by any law or by any binding agreement or (ii) that is subject to attorney-client privilege or constitutes attorney work product.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, Each Borrower and each Loan Party Guarantor will, and will cause each of its Subsidiaries subsidiaries to, (a) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities activities. Each Borrower and (b) on up to one occasion per calendar year each Guarantor will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative AgentIssuing Bank, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties and properties, to examine and make extracts from its books and records, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representativesits officers and independent accountants, and to conduct a field exam with respect to the Accounts Receivable included in the Collateral at the Domestics Borrower's expense, all at such reasonable times and as often as reasonably requested (provided that field exams only are requested; providedpermitted if requested by the Required Lenders and, however, that if absent the occurrence and continuation of an Event of Default has occurred Default, may not be conducted more frequently than annually). The obligations of the Borrowers and is continuing, there shall be no limitation on the number of such site visits and inspections. For purposes of Guarantors under this Section 5.06, it is understood as they relate to access, inspection and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense discussion rights pertaining to any member of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Loan Party Delta Group shall provide the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers. The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute subject to the Lenders certain Reports pertaining to confidentiality provisions set forth in the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent Nortel Agreement (and the Lendersagreements contemplated thereby entered into as of the Nortel Effective Date). However, the Borrowers and the Guarantors shall use all reasonable efforts to obtain Nortel's approval to permit any such access, inspection and discussions that would be required under this Section but for the foregoing sentence. (For avoidance of doubt, no field exam would involve any member of the Delta Group, inasmuch as no such member is a Collateral Grantor Subsidiary whose Accounts Receivable are included in the Collateral.)

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each The Loan Party Parties will, and will cause each of its their Subsidiaries to, (a) keep in all material respects proper books of record and account in which full, true and correct entries in all material respects in conformity, in all material respects, with GAAP and applicable law are made of all material dealings and material transactions in relation to its business and activities activities. The Loan Parties will, and (b) on up to one occasion per calendar year will cause each of the Subsidiaries to, permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained who may be accompanied by the Administrative Agent, either Collateral Agent or any a Lender), upon no less than five (5) Business Days’ prior written notice (provided that no such prior written notice shall be required during the occurrence and continuance of an Event of Default) and at reasonable prior noticetimes during normal business hours, to visit and inspect its properties and properties, to examine and make extracts from its books and records, environmental assessment reports and the applicable Loan Party Phase I or Subsidiary will make its officers Phase II studies, and independent accountants available to discuss its affairs, finances and condition with such representativesits officers, all at such reasonable times and as are often as reasonably requested; provided, howeverprovided , that if an so long as no Event of Default has occurred and is continuing, there shall be no limitation on the number of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All shall not be required to pay for any such site visits and inspections shall inspection (but may be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Loan Party shall provide obligated reimburse the Administrative Agent, each Collateral Agent for field exams and each Lender with access to its suppliersappraisals as provided in Sections 5.11 and 5.12 below). The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders. The Loan Parties and the Subsidiaries shall have no obligation to discuss or disclose to Administrative Agent, any Lender, or any of their officers, directors, employees or agents, materials protected by attorney-client privilege (including any attorney work product) materials that constitute non-financial trade secrets or non-financial proprietary information, or materials that the Loan Parties or any of the Subsidiaries may not disclose without violation of a confidentiality obligation binding upon it. SECTION 5.07.

Books and Records; Inspection Rights. Without limiting Sections 5.11 Section 5.16 or 5.12 5.17 hereof, each Loan Party Borrower will, and will cause each of its Restricted Subsidiaries to, (a) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Agent or the Collateral Agent or any Lender (including employees of the Administrative Agent, either the Collateral Agent, any Lender Agent or any consultants, accountants, lawyers lawyers, appraisers and appraisers field examiners retained by the Administrative Agent, either the Collateral Agent or any LenderAgent), upon reasonable prior notice, to visit and inspect its properties and to examine and make extracts from its books and records, and the Borrowers or the applicable Loan Party or Restricted Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representatives, all at such reasonable times as are requested; provided, however, that if an Event of Default has occurred and is continuing, there shall be no limitation on the number of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers. The Loan Parties Borrowers acknowledge that the Administrative Agent and each the Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports reports pertaining to the Loan Parties’ and their respective Subsidiaries Subsidiaries’ assets for internal use by the Administrative Agent, each the Collateral Agent and the Lenders.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Each Loan Party will, and will cause each of its Subsidiaries Subsidiary to, (a) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers lawyers, agents and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties properties, to conduct at such Loan Party’s premises field examinations of such Loan Party’s assets, liabilities, books and to examine records, including examining and make making extracts from its books and records, environmental assessment reports and the applicable Loan Party Phase I or Subsidiary will make its officers Phase II studies, and independent accountants available to discuss its affairs, finances and condition with its executive officers and, upon the occurrence and during the continuance of an Event of Default, independent accountants (and hereby authorizes the Administrative Agent to contact its independent accountants directly), and to provide contact information for each bank where each Loan Party has a depository account and each such representativesLoan Party hereby authorizes the Administrative Agent to contact the bank(s) in order to request bank statements and/or balances, all at such reasonable times and as are often as reasonably requested; provided. Each Loan Party acknowledges that the Administrative Agent, howeverafter exercising its rights of inspection, that if an Event of Default has occurred and is continuing, there shall be no limitation on the number of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of prepare certain Reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent, and, upon written request from the Borrower, the Administrative Agent will use commercially reasonable efforts to provide copies of such Reports to the Borrower to the extent permitted to do so by law, regulatory guidance and internal bank policy; provided failure to provide a copy of any such Report to Borrower as aforesaid shall not constitute a violation of Administrative Agent’s obligations hereunder. In addition, after After the occurrence and during the continuance of any Event of Default, each Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access to contact information for its suppliers. The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Each Loan Party will, and will cause each of its Subsidiaries Subsidiary to, (a) keep proper books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers lawyers, agents and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties properties, conduct at such Loan Party’s premises field examinations of such Loan Party’s assets, liabilities, books and records (with one such field examination to examine occur on or before June 15, 2023), including examining and make making extracts from its their books and records, environmental assessment reports and the applicable Loan Party Phase I or Subsidiary will make its officers Phase II studies, and independent accountants available to discuss its affairs, finances and condition with such representativesits officers and independent accountants (and hereby authorizes the Administrative Agent and each Lender to contact its independent accountants directly) and to provide contact information for each bank where each Loan Party has a depository and/or securities account, and each Loan Party hereby authorizes the Administrative Agent and each Lender to contact the bank(s) in order to request bank statements and/or balances, all at such reasonable times and as are often as reasonably requested; provided, however, that if an Event of Default has occurred and is continuing, there shall be no limitation on the number of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers. The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders. Notwithstanding anything herein to the contrary, if no Event of Default has occurred and is continuing, (i) all such visitations and inspections shall be conducted by the Administrative Agent on behalf of the Lenders, and (ii) the applicable Loan Party shall have the right to accompany any such representative designated by the Administrative Agent during any such inspection. If no Event of Default has occurred and is continuing, the Administrative Agent may only conduct, and the Loan Parties shall be responsible for the costs and expenses of, one inspection and field examination during any 12-month period; provided, that: (A) in addition to its right to conduct one inspection and field month examination during any 12-month period, the Administrative Agent may conduct an additional inspection and field examination, which the Loan Parties shall permit to occur on or before June 15, 2023 and the costs and expenses for which the Loan Parties shall be responsible, and (B) there shall be no limitation on the number or frequency of inspections and field examinations conducted while an Event of Default has occurred and is continuing and the Loan Parties shall be responsible for the costs and expenses of any field examinations conducted while an Event of Default has occurred and is continuing.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Loan Party Each Borrower will, and will cause each of its the Subsidiaries to, (a) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities activities. Each Borrower will, and (b) on up to one occasion per calendar year will cause each of the Subsidiaries to, permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior noticenotice from the Administrative Agent, to visit and inspect its properties and properties, to examine and make extracts from its books and records, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with its officers and independent accountants; PROVIDED, that not more than one such representativesvisit by representatives of Lenders shall occur during any calendar year and any such visit shall be at the expense of the Lender or Lenders requesting the same. The Collateral Agent shall audit annually (and at other times upon reasonable request) the Collateral, all at such reasonable times as are requested; providedrecords related thereto and the premises upon which any of the Collateral is located if so requested by the Administrative Agent (and, however, that if unless an Event of Default has shall have occurred and is be continuing, there Lenders having Revolving Credit Exposures and unused Commitments representing at least 66-2/3% of the aggregate Revolving Credit Exposures and unused Commitments at such time (with Yen amounts being converted into U.S. Dollar amounts for this purpose at the Exchange Rate for Yen at such time)). The fee paid by the Borrowers for each such audit shall be no limitation on greater than US$50,000; PROVIDED that if the Collateral Agent arranges for a bidding process involving a reasonable number of such site visits and inspections. For purposes of this Section 5.06reputable auditors, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at then the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access shall hire the auditor submitting the lowest bid to its suppliers. The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent perform such audit at such fee and the LendersBorrowers shall pay such fee.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Each Loan Party will, and will cause each of its Subsidiaries Subsidiary to, (a) keep proper books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers lawyers, agents and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior noticenotice and during normal business hours, to visit and inspect its properties properties, to conduct at such Loan Party’s premises field examinations of such Loan Party’s assets, liabilities, books and to examine records in accordance with the terms of Section 5.13, including examining and make making extracts from its books and records, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with its officers and, after written notice to the Borrower and so long as the Borrower is provided an opportunity to participate in such representativesdiscussion, its independent accountants, all at such reasonable times and as are often as reasonably requested; providedprovided that, howeverin the absence of the existence of an Event of Default, that if (i) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (ii) the Administrative Agent shall not exercise its rights under this Section 5.06 more often than two times during any period of twelve consecutive months and (iii) when an Event of Default has occurred and is continuing, there shall be no limitation on the number Administrative Agent or any Lender and its respective designees may do any of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be the foregoing at the sole reasonable expense of the Loan Parties. In additionParties at any time during normal business hours and upon reasonable advance notice; provided, after however, that the occurrence and during the continuance of any Event of Default, each Loan Party foregoing shall provide not limit the Administrative Agent, each Collateral Agent ’s rights under Section 5.12 and each Lender with access to its suppliersSection 5.13. The Each Loan Parties acknowledge Party acknowledges that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the any Loan Parties’ and their respective Subsidiaries Party’s assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Loan Party The Borrower will, and will cause each of its Subsidiaries Subsidiary to, (a) keep proper books of record and account in which fullmaterial conformity with GAAP and all applicable requirements of any Governmental Authority, true including, without limitation, any Gaming Authority, having jurisdiction over the Borrower or any Subsidiary. The Borrower will, and correct entries are made of all dealings and transactions in relation to its business and activities and (b) on up to one occasion per calendar year will cause each Subsidiary to, permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountantsaccountant, lawyers lawyers, agents and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties and properties, to examine and make extracts from its books and records, including environmental assessment reports and the applicable Loan Party Phase I or Subsidiary will make its officers Phase II studies, and independent accountants available to discuss its affairs, finances and condition with such representativesits officers and independent accountants, all at such reasonable times and as are often as reasonably requested; provided, however, that if an so long as no Default or Event of Default has occurred and is continuing, there each such Person (including the Administrative Agent and each Lender) shall be no limitation on the number of not exercise such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit visitation and inspection may consist of examinations conducted at multiple relevant sites right more than twice in any calendar year, and involve one the Borrower shall not be required to reimburse any Lender for the costs associated with any such visitation or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In additioninspection; provided, after further, upon the occurrence and during the continuance continuation of any Event of Default, each Loan Party shall provide all costs, fees and expenses of the Administrative Agent, each Collateral Agent in connection with the foregoing shall be at the sole cost and each Lender with access to its suppliersexpense of the Borrower. The Loan Parties acknowledge Borrower acknowledges that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports reports pertaining to the Loan Parties’ assets of the Borrower and their respective its Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Each Loan Party will, and will cause each of its Subsidiaries to, (a) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities in conformity with GAAP and (b) on up all requirements of law. The Loan Parties shall implement by January 31, 2008 and shall at all times thereafter maintain an automated account receivable reporting system reasonably satisfactory to one occasion per calendar year the Administrative Agent. Each Loan Party will, and will cause its Subsidiaries to, permit any representatives or independent contractors designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender)Agents, upon reasonable prior notice, at the expense of the Borrowers, to visit and inspect during normal business hours its properties properties, to inspect and verify the Collateral, to examine and make extracts from its books and records, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representativesits officers and independent accountants, all at such reasonable times and as are often as reasonably requested; provided, however, provided that if an such inspections shall be limited to twice per calendar year so long as no Default or Event of Default has occurred and is continuing, there shall be no limitation on the number of such site visits and inspectionsexists. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after After the occurrence and during the continuance of any Event of Default, each Loan Party shall will use commercially reasonable efforts to provide the Administrative Agent, each Collateral Agent Agents and each Lender with access to its suppliers. In addition to and not in limitation of any other inspection rights set forth above in this Section 5.06, each Loan Party will, and will cause its Subsidiaries to, permit the Agents or any representatives designated by the Agents (including any third party consultants, accountants, lawyers and appraisers) to conduct, at the Loan Parties’ sole cost and expense, up to two commercial field examinations of the business, operations and assets of the Loan Parties, including without limitation, the assets including in the Borrowing Base, in each twelve month period following the Effective Date; provided, however, that during the time that a Default or an Event of Default has occurred and is continuing the Agents may conduct, at the Loan Parties’ sole cost and expense, field examinations with greater frequency and at such additional time or times as the Agents may determine. The Loan Parties acknowledge acknowledge, that the Administrative Agent and each Collateral AgentAgents, after exercising its rights their right of inspectioninspection and right to conduct or cause to be conducted commercial field examinations, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent Agents and the Lenders.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Loan Party Each of Holdings and the Borrower will, and will cause each of its the Material Subsidiaries to, (a) keep proper books of record and account in which full, true and correct entries in conformity in all material respects with applicable law are made of all material financial dealings and transactions in relation to its business and activities and, subject to Section 5.01(b), in form permitting financial statements conforming with GAAP to be derived therefrom. Each of Holdings and (b) on up to one occasion per calendar year the Borrower will, and will cause each of its Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), at reasonable times upon reasonable prior written notice, to visit and inspect its properties and properties, to examine and make extracts from its books and records, including extracts of existing Phase I or Phase II environmental assessment reports, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with its Financial Officers; provided that Holdings, the Borrower or such representativesRestricted Subsidiary is afforded the opportunity to participate in such discussion, its independent accountants, all at such reasonable times and as are often as reasonably requested; provided, howeverfurther, that if an that, so long as no Event of Default has occurred and is continuing, there the Borrower shall not be no limitation on required to reimburse the number Administrative Agent or any of such site visits its representatives for fees, costs and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Loan Party shall provide expenses in connection with the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers’s exercise of such rights set forth in this sentence more than one time in any calendar year. The Loan Parties acknowledge that Borrower acknowledges that, subject to Section 9.12, the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports reports pertaining to the Loan Parties’ assets of Holdings, the Borrower and their respective Restricted Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders. Notwithstanding anything to the contrary in this Section 5.06, neither Holdings, the Borrower nor any of their Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any documents, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent (or any designated representative) is then prohibited by law, fiduciary duty or any agreement binding on Holdings, the Borrower or any of their Restricted Subsidiaries or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each The Loan Party Parties will, and will cause each of its their Subsidiaries to, (a) keep in all material respects proper books of record and account in which full, true and correct entries in all material respects in conformity, in all material respects, with GAAP and applicable law are made of all material dealings and material transactions in relation to its business and activities activities. The Loan Parties will, and (b) on up to one occasion per calendar year will cause each of the Subsidiaries to, permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained who may be accompanied by the Administrative Agent, either Collateral Agent or any a Lender), upon no less than five (5) Business Days’ prior written notice (provided that no such prior written notice shall be required during the occurrence and continuance of an Event of Default) and at reasonable prior noticetimes during normal business hours, to visit and inspect its properties and properties, to examine and make extracts from its books and records, environmental assessment reports and the applicable Loan Party Phase I or Subsidiary will make its officers Phase II studies, and independent accountants available to discuss its affairs, finances and condition with such representativesits officers, all at such reasonable times and as are often as reasonably requested; provided, however, that if an so long as no Event of Default has occurred and is continuing, there shall be no limitation on the number of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All shall not be required to pay for any such site visits and inspections shall inspection (but may be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Loan Party shall provide obligated reimburse the Administrative Agent, each Collateral Agent for field exams and each Lender with access to its suppliersappraisals as provided in Sections 5.11 and 5.12 below). The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders.. The Loan Parties and the Subsidiaries shall have no obligation to discuss or disclose to Administrative Agent, any Lender, or any of their officers, directors, employees or agents, materials protected by attorney-client privilege (including any attorney work product) materials that constitute non-financial trade secrets or non-financial proprietary information, or materials that the Loan Parties or any of the Subsidiaries may not disclose without violation of a confidentiality obligation binding upon it. 103

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Each Loan Party will, and will cause each of its Subsidiaries Subsidiary to, (a) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers lawyers, agents and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties properties, to conduct at such Loan Party’s premises field examinations of such Loan Party’s assets, liabilities, books and to examine records, including examining and make making extracts from its books and records, environmental assessment reports and the applicable Loan Party Phase I or Subsidiary will make its officers Phase II studies, and independent accountants available to discuss its affairs, finances and condition with its officers and independent accountants (and hereby authorizes the Administrative Agent and each Lender to contact its independent accountants directly) and to provide contact information for each bank where each Loan Party has a depository and/or securities account and each such representativesLoan Party hereby authorizes the Administrative Agent and each Lender to contact the bank(s) in order to request bank statements and/or balances, all at such reasonable times and as are often as reasonably requested; provided, however, that if an Event of Default has occurred and is continuing, there shall be no limitation on the number of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Each Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers. The Loan Parties acknowledge acknowledges that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the such Loan Parties’ and their respective Subsidiaries Party’s assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders. The Loan Parties shall be responsible for the costs of expenses of one (1) field examination during any 12-month period (or two (2) if Availability has been less than the greater of (x) $4,000,000 or (y) an amount equal to 15% of the Aggregate Revolving Commitment at any time in such 12 month period) (excluding any field examination conducted in connection with a Permitted Acquisition or any field examination conducted prior to the Effective Date); provided, that the Loan Parties shall be responsible for the costs and expenses of all field examinations conducted while an Event of Default has occurred and is continuing.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Loan Party willThe Borrower shall, and will shall cause each of its Subsidiaries Subsidiary to, (a) keep proper books of record and account in which full, true full and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities (subject to customary closing processes and (b) on up to one occasion per calendar year accounting entries for accounting months not yet closed). The Borrower shall, and shall cause each Subsidiary to, permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior written notice, to visit and inspect its properties and Properties, to examine and make extracts from its books and records, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representativesits officers and independent accountants, all at such reasonable times and as are often as reasonably requested; providedprovided that, however, that if an so long as no Event of Default has occurred and is continuing, there shall be no limitation on the number of (i) such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be limited to one per 119 calendar year and when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the sole expense of the Loan PartiesBorrower at any time during normal business hours and without advance notice and (ii) only the Administrative Agent on behalf of the Lenders (provided that a representative of the Lenders may accompany the Administrative Agent) may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 8.08. In additionAll such inspections or audits by the Administrative Agent conducted in accordance with this Section 8.08 shall be at the Borrower’s reasonable expense. The Borrower hereby authorizes and instructs its independent accountants to discuss the Borrower’s affairs, after the occurrence finances and during the continuance of any Event of Default, each Loan Party shall provide condition with the Administrative Agent, each Collateral at the Administrative Agent’s request. The Administrative Agent and each Lender the Lenders shall give the Borrower the opportunity to participate in any discussions with access the Borrower’s independent public accountants. Notwithstanding anything to its suppliers. The the contrary in this Section 8.08, none of the Loan Parties acknowledge will be required to disclose, permit the inspection, examination, or discussion of, any document, information or other matter that (a) in respect of which disclosure to the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and or any Lender (or their respective Subsidiaries assets for internal use representatives or contractors) is prohibited by (i) applicable law or (ii) any bona fide arm’s length third party contract binding on a Loan Party (so long, in the Administrative Agentcase of this subclause (ii), each Collateral Agent and the Lenderssuch confidentiality obligation was not created or entered into in contemplation of this provision) or (b) is subject to attorney-client or similar privilege or constitutes attorney work product.

Books and Records; Inspection Rights. Without limiting Sections 5.10 or 5.11 or 5.12 hereof, each Loan Party will, and will cause each of its Restricted Subsidiaries to, to (a) keep proper books of record and account all financial records in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities accordance with GAAP and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its the financial records and the properties of such Person at reasonable times during normal business hours and as often as reasonably requested upon reasonable advance notice and to examine and make extracts from its books and copies of such financial records, and permit any representatives designated by the applicable Loan Party or Subsidiary will make its officers and independent accountants available Administrative Agent to discuss its the affairs, finances and condition of such Person with the officers thereof and independent accountants therefor; provided that, (a) excluding any such representatives, all at such reasonable times as are requested; provided, however, that if visits and inspections during the continuation of an Event of Default has occurred Default, the Administrative Agent or its designee shall not exercise such rights more often than once during any calendar year at the Company’s expense and is continuing, there (b) the Administrative Agent shall be no limitation on give the number of such site visits and inspectionsCompany the opportunity to participate in any discussions with the Company’s independent accountants. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and Subsidiaries and their respective assets. All such site visits and inspections shall be at Notwithstanding anything to the sole expense contrary in this Section 5.06, no Borrower or any of the Loan Parties. In additionRestricted Subsidiaries will be required to disclose, after permit the occurrence and during the continuance inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of any Event of Default, each Loan Party shall provide which disclosure to the Administrative Agent, each Collateral Agent and each Lender with access or its representatives is prohibited by any Requirement of Law or any binding agreement or (c) is subject to its suppliersattorney-client or similar privilege or constitutes attorney work product. The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, The Borrower and each Loan Party will, and Restricted Subsidiary will cause each of its Subsidiaries to, (a) keep proper books of record and account in which full, true and correct entries in accordance with GAAP in all material respects are made in respect of all dealings financial transactions and transactions matters involving the assets and business of the Borrower or such Restricted Subsidiary, as the case may be (it being understood and agreed that any foreign Restricted Subsidiaries may maintain books and records in relation a manner permitting financial statements to its business be prepared in conformity with generally accepted accounting principles that are applicable in their respective jurisdictions of organization). The Borrower and activities and (b) on up to one occasion per calendar year each Restricted Subsidiary will permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees on behalf of the Lenders, at the expense of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties and to examine and make extracts from its books and records, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representatives, all at such reasonable times as are requested; provided, however, that if Lenders unless an Event of Default has occurred and is continuing, there shall be no limitation on (a) to visit and inspect its financial records and properties and to make extracts from such financial records and (b) to discuss its business affairs and financial condition with its officers and independent accountants (so long as a representative of the number Borrower is present, or the Borrower has consented to the absence of such site visits a representative), all at such reasonable times during normal business hours and inspections. For purposes of this Section 5.06, it is understood and agreed upon reasonable advance notice to the Borrower; provided that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any (i) unless an Event of DefaultDefault has occurred and is continuing, each Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers. The Loan Parties acknowledge that the Administrative Agent may not exercise such rights more often than CHAR1\1536846v3 CHAR1\1539728v3 * For voting purposes only. Percentages are approximate due to rounding. ** After giving effect to an assignment on the Effective Date by Northwest Farm Credit Services, PCA of $70,000,000.00 of its Commitment to CoBank, FCB (which will become a Lender via an Assignment and each Collateral AgentAssumption dated and effective as of the Effective Date), after exercising its rights of inspection, may prepare and distribute but before giving effect to the Lenders certain Reports pertaining participations on the Effective Date. *** After giving effect to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent Effective Date assignment and the LendersEffective Date participations. once during any calendar year and (ii) neither the Borrower nor any Restricted Subsidiary shall be required to provide any information (A) that constitutes non-financial trade secrets or non-financial proprietary information, (B) in respect of which disclosure is prohibited by applicable law or by any contractual obligation or (C) that is subject to attorney client or similar privilege or constitutes attorney work product.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Each Loan Party will, and will cause each of its Subsidiaries Subsidiary to, (a) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers lawyers, agents and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties properties, to conduct at such Loan Party’s premises field examinations of such Loan Party’s assets, liabilities, books and to examine records, including examining and make making extracts from its books and records, environmental assessment reports and the applicable Loan Party Phase I or Subsidiary will make its officers Phase II studies, and independent accountants available to discuss its affairs, finances and condition with its officers and independent accountants (and hereby authorizes the Administrative Agent and each Lender to contact its independent accountants directly) and to provide contact information for each bank where each Loan Party has a depository and/or securities account and each such representativesLoan Party hereby authorizes the Administrative Agent and each Lender to contact the bank(s) in order to request bank statements and/or balances, all at such reasonable times and as are often as reasonably requested; provided, however, provided that if the Administrative Agent shall not exercise such rights more often than one (1) time during any fiscal year of the Company unless an Event of Default has occurred is occurring and is continuing, there shall be no limitation on continuing (it being understood that such examination or inspection rights are in addition to rights to conduct field examinations and appraisals as set forth in the number of such site visits and inspections. For purposes last sentence of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets). All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Each Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers. The Loan Parties acknowledge acknowledges that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the each Loan Parties’ and their respective Subsidiaries Party’s assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders. The Loan Parties shall transmit or otherwise disclose Protected Health Information (as defined in 45 C.F.R. § 160.103) in a manner consistent with HIPAA; provided that if the transmission or disclosure of Protected Health Information would impose an unreasonable burden on the Loan Parties with respect to the de-identification of Protected Health Information, then the Protected Health Information shall be transmitted or disclosed pursuant to an effective business associate agreement, in a form approved by the Administrative Agent, between the recipient and the applicable Loan Party; provided further that the Administrative Agent and the Lenders agree that any obligation on the part of any Loan Party to disclose Protected Health Information pursuant to this Section 5.06 may be satisfied by transmitting or disclosing such information to a third party designated by the Administrative Agent for such purpose who is a party to an effective business associate agreement with the applicable Loan Party. The Loan Parties shall be responsible for the costs and expenses of, and the Administrative Agent shall be authorized to conduct, one field examination and one inventory appraisal during any 12-month period and one (1) additional field examination and one (1) additional inventory appraisal (for the total of two such field examinations and two such inventory appraisals during any 12-month period) conducted at any time after Excess Availability falls below the greater of (i) $18,500,000 and (ii) 20% of Availability; provided, that the Loan Parties shall be responsible for the costs and expenses of all field examinations conducted while an Event of Default has occurred and is continuing; provided further that the Administrative Agent shall conduct at least one (1) such field examination during each 12-month period.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Each Loan Party will, and will cause each of its Subsidiaries Subsidiary to, (a) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers lawyers, agents and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties properties, to conduct at such Loan Party’s premises field examinations of such Loan Party’s assets, liabilities, books and to examine records, including examining and make making extracts from its books and records, environmental assessment reports and the applicable Loan Party Phase I or Subsidiary will make its officers Phase II studies, and independent accountants available to discuss its affairs, finances and condition with its officers and independent accountants (and hereby authorizes the Administrative Agent and each Lender to contact its independent accountants directly) and to provide contact information for each bank where each Loan Party has a depository and/or securities account and each such representativesLoan Party hereby authorizes the Administrative Agent and each Lender to contact the bank(s) in order to request bank statements and/or balances, all at such reasonable times and as are often as reasonably requested; provided, however, provided that if the Administrative Agent shall not exercise such rights more often than one (1) time during any fiscal year of the Borrower unless an Event of Default has occurred is occurring and is continuing, there shall be no limitation on continuing (subject to the number of such site visits and inspections. For purposes last sentence of this Section 5.06, it is understood 5.06 with respect to field examinations). The Administrative Agent and agreed that a single site visit its respective representatives and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections independent contractors shall be at the sole expense use commercially reasonable efforts to avoid interruption of the Loan Partiesnormal business operations of the Borrower and its Restricted Subsidiaries. In addition, after the occurrence and during the continuance of any Event of Default, each Each Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers. The Loan Parties acknowledge acknowledges that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the each Loan Parties’ and their respective Subsidiaries Party’s assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders. Notwithstanding the foregoing, none of the Loan Parties will be required to disclose any document, information or other matter pursuant to this Section 5.06 (A) to any competitor of any Loan Party, (B) that constitutes non-financial trade secrets, (C) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law (D) to the extent necessary to preserve attorney client privilege, or (E) relating to the performance of the Administrative Agent or any Lender hereunder or to the Borrower’s strategy regarding the Loans (including any potential refinancing thereof). The Loan Parties shall transmit or otherwise disclose Protected Health Information (as defined in 45 C.F.R. § 160.103) in a manner consistent with HIPAA; provided that if the transmission or disclosure of Protected Health Information would impose an unreasonable burden on the Loan Parties with respect to the de-identification of Protected Health Information, then the Protected Health Information shall be transmitted or disclosed pursuant to an effective business associate agreement between the recipient and the applicable Loan Party; provided further that the Administrative Agent and the Lenders agree that any obligation on the part of any Loan Party to disclose Protected Health Information pursuant to this Section 5.06 may be satisfied by transmitting or disclosing such information to a third party designated by the Administrative Agent for such purpose who is a party to an effective business associate agreement with the applicable Loan Party. The Loan Parties shall be responsible for the costs and expenses of, and the Administrative Agent shall be authorized to conduct, one field examination during any 12-month period and one (1) additional field examination (for the total of two such field examinations during any 12-month period) conducted at any time after Availability falls below the greater of (i) $17,500,000 and (ii) 20% of the Loan Limit; provided, that the Loan Parties shall be responsible for the costs and expenses of all field examinations conducted while an Event of Default has occurred and is continuing; provided further that the Administrative Agent shall conduct at least one (1) such field examination during each 12-month period.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Loan Party will, and will cause each of its Subsidiaries to, (a) keep proper books of record and account in which full, true and correct entries in accordance with GAAP or local generally accepted accounting principles, as the case may be, are made of all dealings and transactions in relation to its business and activities and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either any Collateral Agent or any Lender (including employees of the Administrative Agent, either any Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either any Collateral Agent or any Lender), upon reasonable prior noticenotice during normal business hours, to visit and inspect its properties and to examine and make extracts from its books and records, including environmental assessment reports and Phase I or Phase II studies, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representatives, all at such reasonable times as are requested; provided, however, that if an Event of Default has occurred and is continuing, there shall be no limitation on the number of such site visits and inspectionsrequested during normal business hours. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and Subsidiaries and their respective assets. All such site visits and 130 inspections shall be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers. The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Loan Party will, and will cause each of its Subsidiaries to, (a) keep proper books of record and account in which full, true and correct entries in accordance with GAAP or local generally accepted accounting principles, as the case may be, are made of all dealings and transactions in relation to its business and activities and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either any Collateral Agent or any Lender (including employees of the Administrative Agent, either any Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either any Collateral Agent or any Lender), upon reasonable prior noticenotice during normal business hours, to visit and inspect its properties and to examine and make extracts from its books and records, including environmental assessment reports and Phase I or Phase II studies, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representatives, all at such reasonable times as are requested; provided, however, that if an Event of Default has occurred and is continuing, there shall be no limitation on the number of such site visits and inspectionsrequested during normal business hours. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and Subsidiaries and their respective assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers. The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Loan Party will, The Borrower and will cause each of its Subsidiaries to, (a) shall keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities which fairly record such transactions and (b) on up to one occasion per calendar year activities. The Borrower and each of its Subsidiaries shall permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties and properties, to examine and make extracts from its books and records, to conduct audits, physical counts, valuations, appraisals or examinations (whether by internal commercial finance examiners or independent auditors) of all Collateral and the applicable Loan Party or Subsidiary will make Borrower and each of its officers Subsidiaries, and independent accountants available to discuss its affairs, finances and condition with such representatives, all its officers and independent accountants at such any reasonable times and as are requested; providedfrequently as the Agent deems appropriate provided that, however, that if an Event of so long as no Default has occurred and is continuing, there (i) all such visits shall be no limitation on reasonable prior notice, at reasonable times during regular business hours, and (ii) the number Agent and the Lenders shall not conduct any such audit, valuation or appraisal, in each case, more than once each year. The Borrower shall, in accordance with Section 4.01, reimburse the Agent and the Lenders for all costs incurred in connection with such audits, physical counts, valuations, appraisals or examinations. Each of the Loan Parties authorizes the Agent and, if accompanied by the Agent, the Lenders to communicate directly with such site visits Loan Party's independent certified public accountants and inspectionsauthorizes such accountants to disclose to the Agent and the Lenders any and all financial statements and other supporting financial documents and schedules including copies of any management letters with respect to the business, financial condition and other affairs of the Borrower or any of its Subsidiaries. For purposes At the request of the Agent, each Loan Party shall deliver a letter addressed to such accountants instructing them to comply with the provisions of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets7.01(f). All such site visits and inspections shall be at the sole expense of the The Loan Parties. In addition, in consultation with the Agent, will arrange for a meeting to be held at least once every year (and after the occurrence and during the continuance of any Event of a Default, each more frequently, if requested by the Agent or the Required Lenders) with the Lenders and the Agent hereunder at which the business and operations of the Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access to its suppliersParties are discussed. The Loan Parties acknowledge that will permit environmental consultants selected by the Administrative Agent and each Collateral Agent, after exercising its rights to visit the properties of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ Parties and their respective Subsidiaries assets for internal use by perform examinations of the Administrative AgentReal Property Assets of the Loan Parties at such times and with such frequencies as the Agent or any Lender shall reasonably request; PROVIDED that, each Collateral so long as no Default has occurred and is continuing, the Agent and the LendersLenders shall not request that the Real Property Assets of the Loan Parties be examined by environmental consultants more frequently than once every year commencing on the first anniversary of the Effective Date. The Borrower shall reimburse the Agent and the Lenders for all fees, costs and expenses charged by such environmental consultants for each such examination.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Each Loan Party will, and will cause each of its Subsidiaries Subsidiary to, (ai) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities and (bii) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties properties, to perform field and other audits, or other inspections of any Collateral including records and documents pertaining to Collateral, to examine and make extracts from its books and records, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representativesits officers and, subject to their willingness to do so, independent accountants, all at such reasonable times and as are requestedoften as reasonably requested and provided that the Loan parties may, at their option, have one or more employees and/or representatives present at any of the foregoing; provided, however, that with respect to field audits, notwithstanding the foregoing or anything to the contrary set forth in any Loan Document, the Administrative Agent and the Lenders shall conduct, in total (inclusive of field audits conducted pursuant to the Ex-Im Documents), no more than two (2) such field audits per calendar year unless the Aggregate Liquidity shall at any time fall below $15,000,000, in which case the Administrative Agent and the Lenders may conduct up to three (3) such field audits in total in a calendar year; and provided, further, that if an Event of a Default has shall have occurred and is continuing, there shall be no limitation on the number of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Loan Party shall provide field audits the Administrative Agent, each Collateral Agent and each Lender with access to its suppliersthe Lenders may conduct in any calendar year. The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each The Loan Party Parties will, and will cause each of its their Restricted Subsidiaries to, (a) keep in all material respects proper books of record and account in which full, true and correct entries in all material respects in conformity, in all material respects, with GAAP and applicable law are made of all material dealings and material transactions in relation to its business and activities activities. The Loan Parties will, and (b) on up to one occasion per calendar year will cause each of the Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained who may be accompanied by the Administrative Agent, either Collateral Agent or any a Lender), upon reasonable no less than five (5) Business Days’ prior noticewritten notice (provided that no such prior written notice shall be required during the occurrence and continuance of an Event of Default), to visit and inspect its properties and properties, to examine and make extracts from its books and records, environmental assessment reports and the applicable Loan Party Phase I or Subsidiary will make its officers Phase II studies, and independent accountants available to discuss its affairs, finances and condition with such representativesits officers, all at such reasonable times and as are often as reasonably requested; provided, however, that if an so long as no Event of Default has occurred and is continuing, there shall be no limitation on the number of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All shall not be required to pay for any such site visits and inspections shall inspection (but may be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event of Default, each Loan Party shall provide obligated reimburse the Administrative Agent, each Collateral Agent for field exams and each Lender with access to its suppliersappraisals as provided in Sections 5.11 and 5.12 below). The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders. The Loan Parties and the Restricted Subsidiaries shall have no obligation to discuss or disclose to Administrative Agent, any Lender, or any of their officers, directors, employees or agents, materials protected by attorney-client privilege (including any attorney work product) and materials that the Loan Parties or any of the Restricted Subsidiaries may not disclose without violation of a confidentiality obligation binding upon it.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Each Loan Party will, and will cause each of its Subsidiaries to, (a) shall keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities which fairly record such transactions and (b) on up to one occasion per calendar year activities in accordance with GAAP. Each Loan Party shall permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties and properties, to examine and make extracts from its books and records, to conduct audits, physical counts or examinations and the applicable verifications (whether by internal commercial finance examiners or independent auditors) of all Collateral and such Loan Party or Subsidiary will make its officers Party, and independent accountants available to discuss its affairs, finances and condition with such representativesits officers and independent accountants as frequently as the Agent deems appropriate provided that, all at such reasonable times so long as are requested; provided, however, that if an Event of no Default has occurred and is continuing, there all such visits shall be no limitation on the number reasonable prior notice, at reasonable times during regular business hours of such site visits Loan Party, and inspections. For purposes of this Section 5.06, it is understood and agreed provided further that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition, after the occurrence and during the continuance of any Event Default, the Agent and any of Defaultthe Lenders may visit at any reasonable times. The Borrowers shall reimburse the Agent for all examination and inspection costs, internal costs at the rate of $850 per man-day, and all out-of-pocket expenses incurred in connection with such inspections, audits, physical counts or examinations and verifications. Each of the Loan Parties authorizes the Agent and, if accompanied by the Agent, the Lenders to communicate directly with such Loan Party's independent certified public accountants and authorizes such accountants to disclose to the Agent and the Lenders any and all financial statements and other supporting financial documents and schedules including copies of any management letters with respect to the business, financial condition and other affairs of the Loan Parties. At the request of the Agent, each Loan Party shall provide deliver a letter addressed to such accountants instructing them to comply with the Administrative provisions of this Section 7.01(f). The Loan Parties, in consultation with the Agent, each Collateral will arrange for a meeting to be held at least once every year (and after the occurrence and during the continuance of a Default, more frequently, if requested by the Agent or the Required Lenders) with the Lenders and each Lender with access to its suppliersthe Agent hereunder at which the business and operations of the Loan Parties are discussed. The Loan Parties acknowledge that will permit independent appraisers and environmental consultants selected by the Administrative Agent to visit the properties of the Loan Parties and perform appraisals and valuations of the inventory, equipment and Real Property Assets of the Loan Parties at such times and with such frequencies as the Agent shall reasonably request. The Borrowers shall reimburse the Agent for all fees, costs and expenses charged by such independent appraisers and environmental consultants for each Collateral Agent, after exercising its rights of inspection, may prepare such appraisal and distribute examination. Notwithstanding anything in this paragraph (f) to the Lenders certain Reports pertaining to contrary, so long as no Default has occurred and is continuing, the Loan Parties’ Borrowers shall not be responsible for more than $30,000 in respect of the fees, costs and their respective Subsidiaries assets expenses incurred by or on behalf of the Agent during any twelve month period for internal use any inspections, audits, physical counts, examinations, verifications, appraisals or valuations conducted by or on behalf of the Administrative Agent, each Collateral Agent and the Lendersduring such twelve month period.

Books and Records; Inspection Rights. Without limiting Sections 5.11 or 5.12 hereof, each Each Loan Party will, and will cause each of its Subsidiaries Subsidiary to, (ai) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities and (bii) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior noticenotice and during normal business hours, to visit and inspect its properties and properties, to examine and make extracts from its books and records, to conduct field examinations, and the applicable Loan Party or Subsidiary will make its officers and independent accountants available to discuss its affairs, finances and condition with such representativesits officers and independent accountants, all at such reasonable times and as are often as reasonably requested; provided, however, that any Lender that is not the Administrative Agent may accompany Administrative Agent or any of its representatives on such visit, inspection or examination whether or not an Event of Default is in existence, provided that if an no Event of Default has occurred and or is continuing, there shall be no limitation on any such visit, inspection or examination by a Lender that is not the number of such site visits and inspections. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such site visits and inspections Administrative Agent shall be at the sole cost and expense of the Loan Partiessuch Lender. In addition, after After the occurrence and during the continuance of any Event of Default, each Loan Party shall provide the Administrative Agent, each Collateral Agent and each Lender with access to its suppliers. The Loan Parties acknowledge that the Administrative Agent and each Collateral Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their respective Subsidiaries assets for internal use by the Administrative Agent, each Collateral Agent and the Lenders.