Common use of Inspection of Property, Books and Records Clause in Contracts

Inspection of Property, Books and Records. Borrower will keep, and will cause each other Credit Party to keep, proper books of record and account in accordance with GAAP; and will permit, and will cause each other Credit Party to permit, at the sole cost of Borrower or any applicable other Credit Party, representatives of Administrative Agent and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory and accounts and to discuss their respective affairs, finances and accounts with their respective officers, as often as may reasonably be desired, subject in all cases to any confidentiality restrictions that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such information; provided, however, that neither Borrower nor any of its Subsidiaries shall be required to disclose to Administrative Agent or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give Borrower or any applicable other Credit Party commercially reasonable prior written notice of such exercise. No notice shall be required during the existence and continuance of any Event of Default.

Inspection of Property, Books and Records. Each Borrower will keep, and will cause each other Credit Party to keep, keep proper books of record and account substantially in accordance with GAAPGAAP in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities; and will permit, and will cause each other Credit Party to permit, permit at the sole cost of the applicable Borrower or any applicable other Credit PartySubsidiary, representatives of Administrative Agent and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default to visit and inspect any of their respective propertiesproperties (subject to the terms of the applicable lease), to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory operations and accounts the Collateral, to verify the amount and age of the Accounts, the identity and credit of the respective Account Debtors, to review the billing practices of Borrowers and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants as often as may reasonably be desired, subject in all cases to any confidentiality restrictions that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such information; provided, however, that neither Borrower nor any of its Subsidiaries shall be required to disclose to Administrative Agent or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating . Except to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing extent a Default or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of an Event of DefaultDefault exists at the time any such inspection begins, Administrative (a) Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give the applicable Borrower or any applicable other Credit Party commercially reasonable prior written at least two (2) Business Days’ notice of such exercise, (b) such rights may be exercised only during reasonable business hours and (c) Borrowers shall be responsible for the costs and expenses of only two (2) inspections pursuant to this Section 4.6 each calendar year. No notice shall be required during the existence and continuance of any Default. Unless a Default or an Event of DefaultDefault has occurred and is continuing, Agent shall give Borrowers the opportunity to participate in any discussions with Borrowers’ independent public accountants. Notwithstanding anything to the contrary contained herein, in no event shall any Borrower be required to disclose trade secrets (other than financial trade secrets) or documents that would violate attorney-client privilege, in each case, to the extent such Borrower has been advised by counsel that such information constitutes trade secrets or that such disclosure would violate attorney-client privilege.

Inspection of Property, Books and Records. Borrower will Each Credit Party will: (a) keep, and will cause each other Credit Party Subsidiary (including Unrestricted Subsidiaries) to keep, proper books of record and account in accordance which full, true and correct entries in conformity with GAAPGAAP shall be made of all dealings and transactions in relation to its business and activities; and will (b) permit, and will cause each other Subsidiary (including Unrestricted Subsidiaries) of the Credit Party Parties to permit, during regular business hours, upon not less than five (5) days prior notice which notice shall not be required in the case of a Default or an Event of Default having occurred, the Administrative Agent or its designee, at the sole cost expense of the Borrower, to perform periodic field audits and investigations of the Borrower or any applicable other Credit Partyand the Qualified Available Unpledged Assets, from time to time, provided that the field audits and investigations at the Borrower’s headquarters in Chevy Chase, Maryland shall be no more frequent than once each Fiscal Year (in the absence of an Event of Default); and (c) permit, and will cause each Subsidiary (including Unrestricted Subsidiaries) to permit, representatives of the Administrative Agent and of any Lender (but at the expense of the Administrative Agent or such Lender, as applicable, prior to the occurrence of an Event of Default and at the Borrower’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during after the existence and continuance occurrence of an Event of Default to visit and inspect inspect, during regular business hours, any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit records (including computer tapes and analysis of their respective inventory and accounts disks) and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants. Each Credit Party agrees to cooperate and assist in such visits and inspections; provided that such visits and inspections shall be no more frequent than once each Fiscal Year so long as no Event of Default shall have occurred and be continuing, and as often as may reasonably be desired, subject desired in all cases to any confidentiality restrictions the event that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such information; provided, however, that neither Borrower nor any of its Subsidiaries shall be required to disclose to Administrative Agent or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 Default shall give Borrower or any applicable other Credit Party commercially reasonable prior written notice of such exercise. No notice shall have occurred and be required during the existence and continuance of any Event of Defaultcontinuing.

Inspection of Property, Books and Records. The Borrower will keep, and will cause each other Credit Party to keep, proper books of record and account in accordance with GAAP; and will permit, and will cause each other Credit Party to permit, at the sole cost of the Borrower or any applicable other Credit Party, representatives of the Administrative Agent and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with the Administrative Agent) or is made during the existence and continuance of an Event of Default to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory and accounts and to discuss their respective affairs, finances and accounts with their respective officers, as often as may reasonably be desired, subject in all cases to any confidentiality restrictions that may be applicable to the Borrower and its Subsidiaries and to any confidentiality restrictions that the Borrower reasonably imposes on the Persons receiving such information; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to disclose to the Administrative Agent or any agents or representatives thereof any information which that is the subject of attorney-client privilege or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information; and provided, further, that the Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if the Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to the Borrower. In the absence of an Event of Default, the Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give the Borrower or any other applicable other Credit Party commercially reasonable prior written notice of such exercise. No notice shall be required during the existence and continuance of any Event of Default.

Inspection of Property, Books and Records. Borrower will keep, and will cause each other Credit Party Subsidiary to keep, proper books of record and account in accordance with GAAPGAAP in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities; and will permit, and will cause each other Credit Party Subsidiary to permitpermit representatives of Agent, at the sole cost of Borrower or any applicable other Credit Party, representatives Subsidiary (at the expense of Administrative Agent Borrower not to exceed one (1) time per calendar year unless an Event of Default shall have occurred and is continuing and subject to the expense limitation described in Section 2.3(e) hereof) and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with Administrative and provided that Lender’s representative accompanies Agent’s representative) or is made during the existence and continuance of an Event of Default to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory and accounts Accounts and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants as often as may reasonably be desired, subject in all cases desired and at reasonable times during normal business hours. Agent shall be limited to any confidentiality restrictions that may one such inspection during each year unless and for so long as an Event of Default shall be applicable to continuing or the average daily balance of the Facility exceeds thirty-five percent (35%) of Borrower’s Availability under the Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes Base as calculated on the Persons receiving such information; provided, however, that neither most recently delivered Borrower nor any Base Certificate. A representative of its Subsidiaries the Borrower shall be required to disclose to Administrative Agent or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the have an opportunity to review be present during all such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrowervisits. In the absence of an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give Borrower or any applicable other Credit Party Subsidiary commercially reasonable prior written notice of such exercise. No notice shall be required during the existence and continuance of any Event of Default.

Inspection of Property, Books and Records. Each Borrower will keep, and will cause each other Credit Party Subsidiary to keep, proper books of record and account substantially in accordance with GAAPGAAP or IFRS, as applicable, in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities; and will permit, and will cause each other Credit Party Subsidiary to permit, at the sole cost of the applicable Borrower or any applicable other Credit PartySubsidiary, representatives of Administrative Agent and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory operations and accounts the Collateral, to verify the amount and age of the Accounts, the identity and credit of the respective Account Debtors, to review the billing practices of Borrowers and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants as often as may reasonably be desired, subject in all cases to any confidentiality restrictions that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such information; provided, however, that neither Borrower nor any of its Subsidiaries shall be required to disclose to Administrative Agent or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of an Event of Default, Administrative such rights of Agent or any Lender exercising any rights and Lenders pursuant to this Section 4.6 may only be exercised (a) after Agent or any Lender shall give have given the applicable Borrower or any applicable other Credit Party Subsidiary commercially reasonable prior written notice notice, (b) during normal business hours, and (c) except in the case of the initial borrowing base audit conducted in 2017, not more than twice per calendar year at the Borrower’s expense and the aggregate amount Borrowers shall be required to pay in respect of such exerciseaudits and inspections (other than the initial borrowing base audit conducted in 2017) in any calendar year shall not exceed $75,000 in aggregate under this Agreement and the Affiliated Credit Agreement; provided, however, that the restrictions set forth in clauses (a)-(c) shall not apply during the existence and continuance of any Event of Default. No notice shall be required during the existence and continuance of any Event of DefaultDefault or any time during which Agent reasonably believes a Default exists.

Inspection of Property, Books and Records. Each Borrower will keep, and will cause each other Credit Party Subsidiary to keep, proper books of record and account records which accurately reflect in all material respects its business affairs and transactions in accordance with GAAP; and will permit, and will cause each other . Each Credit Party to will permit, at the sole cost of Borrower or any the applicable other Credit Party, representatives of Administrative Agent (and representatives of any Lender (but who, at such Lender’s expense unless such visit or inspection is made concurrently with Administrative own cost, accompany the representatives of Agent) or is made during the existence and continuance of an Event of Default to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory operations and accounts the Collateral, to evaluate and make physical verifications and appraisals of the Inventory and other Collateral in any manner and through any medium that Agent considers advisable, to verify the amount and age of the Accounts, the identity and credit of the respective Account Debtors, to review the billing practices of Borrowers and to discuss their respective affairs, finances and accounts with their respective officers, as often as may reasonably be desired, subject in all cases to any confidentiality restrictions employees and independent public accountants; provided that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on (1) neither the Persons receiving such information; provided, however, that neither Borrower Agent nor any of its Subsidiaries representatives shall be required entitled to disclose to Administrative Agent take copies, extracts, or any agents or representatives thereof photos of any information which that contains trade secrets, is subject to legal privilege, or is otherwise of strategic importance to the subject business of attorney-client privilege or attorney’s work product privilege properly asserted the Credit Parties, in each case, as determined by the applicable Person to prevent Borrowers acting reasonably and in good faith and (2) excluding any such visits and inspections during the loss continuation of such privilege in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of an Event of Default, Administrative (i) such inspections shall be coordinated through Agent so that (x) not more than one (1) such inspection described in this Section 4.6 shall occur in the calendar year ending December 31, 2021 and only one (1) such inspection in the calendar year ending December 31, 2021 shall be at the Borrowers’ cost, and (y) thereafter not more than two (2) such inspections described in this Section 4.6 shall occur in any calendar year and not more than (2) such visits during any calendar year shall be at the Borrower’s cost. Unless an Event of Default has occurred and is continuing, Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give Borrower or any the applicable other Credit Party commercially reasonable prior written notice of such exercise. No notice visits and inspections and such visits and inspections shall be required occur at reasonable times and intervals and during the existence and continuance of any Event of Defaultnormal working hours.

Inspection of Property, Books and Records. The Borrower will keepshall, and will shall cause each other Credit Party to keepof its Subsidiaries to, (i) maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of the Borrower and such Subsidiary, (ii) maintain such books of record and account in accordance material conformity with GAAP; all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Subsidiary, as the case may be and will (iii) at all times engage PricewaterhouseCoopers or other independent certified public accountants reasonably satisfactory to the Administrative Agent as the independent certified public accountants of the Borrower and its Subsidiaries. The Borrower shall permit, and will shall cause each other Credit Party Subsidiary to permit, representatives and independent contractors of the Administrative Agent or its designees, at the sole cost of Borrower or any applicable other Credit PartyBorrower’s expense, representatives of Administrative Agent at reasonable times and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default upon reasonable notice, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts or copies from any of their respective books and recordstherefrom, to conduct a collateral audit and analysis of their respective inventory and accounts and to discuss their respective affairs, finances and accounts with their respective directors, officers, as often as may reasonably and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be desired, subject in all cases notified and permitted to be present during any confidentiality restrictions that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such informationmeetings; provided, howeverfurther, that neither the Borrower nor any of its Subsidiaries shall not be required to disclose reimburse the costs of any Lender for more than one visit per Fiscal Year to Administrative Agent or any agents or representatives thereof any information which the Borrower’s properties unless an Event of Default has occurred and is the subject of attorney-client privilege or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such informationcontinuing; and provided, further, notwithstanding anything to the contrary herein, neither the Borrower nor any Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or excerpts from, or any 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 Requirement of Law or (ii) that is subject to attorney-client or similar privilege (provided that in the event that the Borrower will does not provide a document, information, or other matter in reliance on the exclusions in this sentence, the Borrower shall provide notice to the Administrative Agent promptly upon obtaining knowledge that such document, information, or other matter is being withheld and the Borrower shall use its commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismici) communicate, geologic or geophysical data or similar technical and business matters relating to the exploration for oil extent permitted, the applicable information in a way that would not violate the applicable law or privilege and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming (ii) obtain a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give Borrower or any applicable other Credit Party commercially reasonable prior written notice waiver of such exercise. No notice shall be required during the existence and continuance privilege or Requirement of any Event of DefaultLaw).

Inspection of Property, Books and Records. Borrower will Each Credit Party will: (a) keep, and will cause each Subsidiary (including Unrestricted Subsidiaries, other Credit Party than the Healthcare REIT to the extent such matters would not reasonably be expected to result in or have a Material Adverse Effect) to keep, proper books of record and account in accordance which full, true and correct entries in conformity with GAAPGAAP shall be made of all dealings and transactions in relation to its business and activities; and will (b) to the extent permitted by law or regulation (but excluding for such purpose any law or regulation with respect to the enforcement of a contractual obligation), permit, and will cause each other Subsidiary (including Unrestricted Subsidiaries) of the Credit Party Parties to permit, during regular business hours, upon not less than five (5) days prior notice which notice shall not be required in the case of a Default or an Event of Default having occurred, the Administrative Agent or its designee, at the sole cost expense of the Borrower, to perform periodic field audits and investigations of the Borrower and the Qualified Available Assets, from time to time, provided that the field audits and investigations at the Borrower’s headquarters in Chevy Chase, Maryland shall be no more frequent than twice each Fiscal Year (in the absence of an Event of Default); and (c) to the extent permitted by law or regulation (but excluding for such purpose any applicable other Credit Partylaw or regulation with respect to the enforcement of a contractual obligation), permit and will cause each Subsidiary (including Unrestricted Subsidiaries) to permit, representatives of the Administrative Agent and of any Lender (but at the expense of the Administrative Agent or such Lender, as applicable, prior to the occurrence of an Event of Default and at the Borrower’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during after the existence and continuance occurrence of an Event of Default to visit and inspect inspect, during regular business hours, any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit records (including computer tapes and analysis of their respective inventory and accounts disks) and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants. Each Credit Party agrees to cooperate and assist in such visits and inspections; provided that such visits and inspections shall be no more frequent than twice each Fiscal Year so long as no Event of Default shall have occurred and be continuing, and as often as may reasonably be desired, subject desired in all cases to any confidentiality restrictions the event that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such information; provided, however, that neither Borrower nor any of its Subsidiaries shall be required to disclose to Administrative Agent or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of an Event of DefaultDefault shall have occurred and be continuing. Notwithstanding anything to the contrary contained herein, Administrative Agent or any Lender exercising any rights all Customer Information reviewed pursuant to this Section 4.6 shall give Borrower or any applicable other Credit Party commercially reasonable prior written notice of such exercise. No notice 5.5 shall be required during the existence and continuance of any Event of Defaultsubject to Section 9.15.

Inspection of Property, Books and Records. Borrower The Borrowers will keep, and will cause each other Credit Party Restricted Subsidiary to keep, proper books of record and account in accordance with GAAPreflecting their business and activities; and will permit, and will cause each other Credit Party Restricted Subsidiary to permit, at the sole cost of Borrower or any applicable other Credit Partyupon reasonable notice, representatives of Administrative Agent and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory and accounts records and to discuss their respective affairs, finances and accounts with their respective officers, senior employees and independent public accountants, all during normal business hours and as often as may reasonably be desired, subject in all cases desired (but not so as to any confidentiality restrictions that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on materially interfere with the Persons receiving such information; provided, however, that neither Borrower nor business of the Borrowers or any of its Subsidiaries shall be required to disclose to Administrative Agent their Restricted Subsidiaries); provided that the Borrowers may, at their option, have one or any agents more employees or representatives thereof present at any information which is the subject of attorney-client privilege such inspection, examination or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such informationdiscussion; and provided, further, that Borrower will use commercially reasonable efforts each of the foregoing shall be subject to furnish compliance with applicable laws and the Borrowers and their Restricted Subsidiaries shall not be obligated to provide any information that is “classified” for reasons of national security or foreign policy, or otherwise restricted from disclosure under applicable laws or agreements. At the Borrowers’ expense, the Administrative Agent (a) shall have the right to audit, up to two times each fiscal year (provided that (x) if a Default or Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to conduct audits as often as the Administrative Agent may request in the exercise of its Permitted Discretion and (y) if Availability shall fall below $35,000,000, then, during the period from the date that Availability fell below such information amount and continuing until the ninetieth (excluding information covered by confidentiality restrictions 90th) consecutive day on which Availability exceeds $35,000,000, the Administrative Agent shall have the right to conduct audits as often as the Administrative Agent may request in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gasexercise of its Permitted Discretion), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give Borrower or any applicable other Credit Party commercially reasonable prior written notice of such exercise. No notice shall be required during the existence and continuance condition of any the Collateral and to review compliance with the Financing Documents, (b) shall retain an inventory appraiser to appraise the inventory Collateral at least once (but not more than twice) each fiscal year (provided that (x) if a Default or Event of DefaultDefault shall have occurred and be continuing, the Administrative Agent shall have the right to retain an inventory appraiser to appraise the inventory Collateral as often as the Administrative Agent may request in the exercise of its Permitted Discretion and (y) if Availability shall fall below $35,000,000, then, during the period from the date that Availability fell below such amount and continuing until the ninetieth (90th) consecutive day on which Availability exceeds $35,000,000, the Administrative Agent shall have the right to retain an inventory appraiser to appraise the inventory Collateral as often as the Administrative Agent may request in the exercise of its Permitted Discretion; and provided further, the Administrative Agent shall have the right to retain any such inventory appraisers to provide the Administrative Agent with an updated desktop appraisal of the inventory Collateral as frequently (but not more frequently than once each quarter) as the Administrative Agent may request in the exercise of its Permitted Discretion) and (c) shall have the right to obtain independent reports regarding the uranium markets, including, spot market value information. The Borrowers will enter into agreements (in form and substance satisfactory to the Administrative Agent in its Permitted Discretion) with the Administrative Agent and PriceWaterhouseCoopers LLP (or such other nationally recognized independent public accounting firm as may be selected by the Borrowers and which is reasonably satisfactory to the Administrative Agent in its Permitted Discretion) providing annual verifications of Customer account balances and inventory counts in a manner reasonably satisfactory to the Administrative Agent.

Inspection of Property, Books and Records. Borrower Each Credit Party will keep, and will cause each other Credit Party Subsidiary to keep, proper books of record and account substantially in accordance with GAAPGAAP in which full, true and correct entries shall be made of all material dealings and transactions in relation to its business and activities; and will permit, and will cause each other Credit Party Subsidiary to permit, at the sole cost of Borrower the applicable Credit Party or any applicable other Credit PartySubsidiary, representatives of Administrative Agent and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory operations and accounts the Collateral, to verify the amount and age of the Accounts, the identity and credit of the respective Account Debtors, to review the billing practices of the Credit Parties and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants as often as may reasonably be desired, subject in all cases to any confidentiality restrictions that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such information; provided, however, that neither Borrower nor any of its Subsidiaries shall be required to disclose to Administrative Agent or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of a Default or an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give Borrower the applicable Credit Party or any applicable other Credit Party Subsidiary commercially reasonable prior written notice of such exercise, and such inspection shall be scheduled on dates to be mutually agreed between the parties (such agreement not to be unreasonably withheld, conditioned or delayed). No notice shall be required during the existence and continuance of any Default or any time during which Agent reasonably believes a Default exists. So long as no Event of DefaultDefault is continuing, the Credit Parties shall, notwithstanding any other provision of this Agreement, only be required to reimburse Agent for reasonable costs and expenses incurred in connection with two (2) such inspections per fiscal year (it being understood and agreed that the borrowing base audit conducted prior to the date hereof shall represent an audit for fiscal year 2016); and provided, further, that, when an Event of Default exists, Agent or any Lender (or any of their representatives) may do any of the foregoing, all at the expense of the Credit Parties, at any time (without limitation regarding frequency). Without limiting the foregoing, if the Credit Parties have previously reimbursed the Affiliated Financing Agent for two (2) inspections in the applicable fiscal year, Borrowers shall not be required to reimburse Agent for any such inspections conducted hereunder unless an Event of Default has occurred and is continuing. Notwithstanding anything to the contrary in this Section 4.6 or Section 4.9, no Credit Party, nor any of its respective Subsidiaries will be required to disclose or permit the inspection or discussion of, any document, information or other matter in respect of which disclosure to Agent or any Lender (or their respective representative) (a) is prohibited by Law or (b) could result in the forfeiture of attorney client or similar privilege, but only to the extent that such Credit Party has taken all actions reasonably requested by Agent to allow access to such document without otherwise forfeiting such privilege.

Inspection of Property, Books and Records. The Borrower will keep, and will cause each other Credit Party of its Subsidiaries to keep, proper books of record and account in accordance with GAAP; which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. The Borrower will permit, and will cause each other Credit Party of its Subsidiaries to permit, at the sole cost of Borrower or any applicable other Credit Party, representatives of the Administrative Agent and of any Lender (but Agent, at such LenderBorrower’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory and accounts and to discuss their respective affairs, finances and accounts with their respective officersofficers and independent public accountants and to otherwise conduct inventory inspections, appraisals, collateral audits or other field examinations as follows: (a) unless an Event of Default shall have occurred hereunder, the Administrative Agent may not conduct more than two (2) field examinations in any calendar year; (b) unless Borrowing Availability is less than $20,000,000 at any time during the period from and including September 1 to and including January 31 or an Event of Default shall have occurred at any time, the Administrative Agent may not conduct, and the Borrower shall not be obligated to pay for, more than two appraisals of the Inventory each calendar year; and (c) the exercise by the Administrative Agent of its rights under this sentence shall require reasonable prior notice to the Borrower and shall be conducted during normal business hours in a reasonable manner so as not to disrupt the normal conduct of the Borrower’s business. Notwithstanding anything contained to the contrary herein or in any of the Loan Documents, upon the occurrence of an Event of Default, the Administrative Agent may visit and inspect the Borrower, any of its Subsidiaries and any of their respective properties in order to examine and make abstracts from any of their respective books and records, to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants and to otherwise conduct inventory inspections, appraisals, collateral audits or other field examinations as often as may reasonably be desired. If Borrowing Availability is less than $20,000,000 at any time during the period from and including September 1 to and including January 31, subject in all cases to any confidentiality restrictions that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on then the Persons receiving such information; provided, however, that neither Borrower nor any of its Subsidiaries shall be required to disclose to Administrative Agent or any agents or representatives thereof any information which is may conduct one additional appraisal of the subject of attorney-client privilege or attorneyInventory during such year at the Borrower’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrowerexpense. In the absence of If an Event of DefaultDefault shall have occurred hereunder at any time, the Administrative Agent may conduct such number of appraisals of the Inventory as it deems necessary in its reasonable sole discretion and the Borrower shall be obligated to pay from all such appraisals. In addition, Administrative Agent or has the right at any Lender exercising any rights pursuant time and from time to this Section 4.6 shall give Borrower or any applicable other Credit Party commercially reasonable prior written notice of such exercise. No notice shall be required during time, at the Borrower’s expense, to conduct routine and periodic verifications as to the existence and continuance condition of any Event Accounts, in each case without prior notice to or consent of DefaultBorrower and whether or not a Default exists. In conducting the verifications hereunder, the Administrative Agent will advise the parties contacted that the verification is routine. The Administrative Agent will not conduct verifications of Accounts under this Section 5.06 more frequently than is reasonably necessary.

Inspection of Property, Books and Records. The Borrower will keep, and will cause each other Credit Party Guarantor to keep, proper books of record and account in accordance with GAAPwhich full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities; and will permit, and will cause each other Credit Party Subsidiary to permit, at the sole cost of Borrower or any applicable other Credit Party, representatives of Administrative Agent and of any Lender (but at such Lender’s 's expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory and accounts records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants, all at such reasonable times and as often as may reasonably be desired, subject in all cases requested; PROVIDED that this section shall not be construed to require the Borrower to waive or cause to be waived any confidentiality restrictions that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such information; provided, however, that neither Borrower nor any of its Subsidiaries shall be required to disclose to Administrative Agent or any agents or representatives thereof any information which is the subject of attorney-client privilege applicable to information in the Borrower's or attorney’s work product privilege properly asserted a Subsidiary's possession. Each Lender agrees to maintain in confidence any information conspicuously identified by the Borrower or any Subsidiary as trade secrets or proprietary information which such Lender may obtain as a result of the inspections, examinations and discussions undertaken pursuant to this section; provided that each Lender (i) may discuss any such information with any other Lenders; (ii) may furnish any such information to its attorneys and accountants; (iii) may furnish any such information to any agency, authority, commission or other regulatory body to whose jurisdiction it may be subject, to any shareholder, director or other person to whom it in good faith believes it owes a duty of disclosure under applicable Person law and to prevent the loss of any other person if required by law; and (iv) shall not be prohibited from using, or seeking to admit as evidence, any such privilege information in connection with any litigation to which such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent Lender is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give Borrower or any applicable other Credit Party commercially reasonable prior written notice of such exercise. No notice shall be required during the existence and continuance of any Event of Defaultparty.

Inspection of Property, Books and Records. Borrower will keepThe Issuer will, and will cause each other Credit Party to keepSecuritization Entity to, keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions, business and activities in accordance with GAAP; and will permit. The Issuer will, and will cause each other Credit Party to Securitization Entity to, permit, at reasonable times upon reasonable notice, the sole cost of Borrower Servicer, the Controlling Class Representative and the Trustee or any applicable other Credit Party, representatives Person appointed by any of Administrative Agent and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default them to act as its agent to visit and inspect any of their respective its properties, to examine and make abstracts or copies from any of their respective its books and records, to conduct a collateral audit and analysis of their respective inventory and accounts records and to discuss their respective its affairs, finances and accounts with their respective its officers, as often as may reasonably be desireddirectors, subject in all cases managers, employees and independent certified public accountants, and up to one such visit and inspection by each of the Servicer, the Controlling Class Representative and the Trustee, or any confidentiality restrictions that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such information; providedPerson appointed by them, however, that neither Borrower nor any of its Subsidiaries shall be required to disclose to Administrative Agent reimbursable as Securitization Operating Expenses per calendar year, with any additional visit or inspection by any agents such Person being at such Person’s sole cost and expense; provided that during the continuance of a Warm Back-Up Management Trigger Event, an Advance Period continuing for at least sixty (60) days, a Rapid Amortization Event or representatives thereof any information which is the subject of attorney-client privilege or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give Borrower or any applicable other Credit Party commercially reasonable prior written notice of such exercise. No notice shall be the extent expressly required during without the existence and continuance instruction of any Event other party under the terms of Defaultany Transaction Documents, any such Person may visit and conduct such activities at any time and all such visits and activities will constitute Securitization Operating Expenses of the Issuer, and in addition, the Issuer shall cause the Securitization Entities to cooperate with all reasonable requests of the Servicer, the Control Party and/or the Back-Up Manager in connection with the performance by such parties of their respective obligations under the Transaction Documents (including any duty as and to the extent required by any such parties under the Transaction Documents to obtain an appraisal of the Collateral, or perform an in-depth situation analysis of the Manager and its financial position and/or of the Collateral and/or the Securitization Entities during a Warm Back-Up Management Trigger Event, a Hot Back-Up Management Trigger Event, in connection with a Consent Request, in connection with a proposed Advance.

Inspection of Property, Books and Records. Each Borrower will keepwill, and will cause each other Credit Party to keepSubsidiary to, keep proper books of record and account substantially in accordance with GAAPGAAP in which entries which are full, true and correct in all material respects shall be made of all dealings and transactions in relation to its business and activities; and will permit, and will cause each other Credit Party to permit, permit at the sole cost of Borrower or Borrowers (subject, however, to any applicable other Credit Partylimitations set forth in Section 2.2(h)), representatives of Administrative Agent and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory operations and the Collateral, to verify the amount and age of the accounts receivable, the identity and credit of the respective Account Debtors, to review the billing practices of Borrowers and their Subsidiaries and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants as often as may reasonably be desired. In addition to the foregoing, subject each Borrower will permit at the sole cost of Borrowers (without regard to the limitations set forth in all cases Section 2.2(h)), representatives of Administrative Agent to visit and inspect any confidentiality restrictions that may be applicable to Borrower and its Subsidiaries of their respective properties and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such information; provided, however, that neither Borrower nor examine and make abstracts or copies from any of its Subsidiaries shall be required to disclose to Administrative Agent or any agents or representatives thereof any information which is their respective books and records, in each case, for the subject purpose of attorney-client privilege or attorney’s work product privilege properly asserted by verifying the applicable Person to prevent quantity, source, quality and characteristics of the loss of such privilege in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to BorrowerInventory. In the absence of an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give the applicable Borrower or any applicable other Credit Party Subsidiary commercially reasonable prior written notice of such exercise. No notice shall be required during the existence and continuance of any Event of DefaultDefault or any time during which Administrative Agent reasonably believes an Event of Default exists.

Inspection of Property, Books and Records. Borrower The Borrowers will keep, and will cause each other Credit Party Restricted Subsidiary to keep, proper books of record and account in accordance with GAAPreflecting their business and activities; and will permit, and will cause each other Credit Party Restricted Subsidiary to permit, at the sole cost of Borrower or any applicable other Credit Partyupon reasonable notice, representatives of Administrative Agent and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory and accounts records and to discuss their respective affairs, finances and accounts with their respective officers, senior employees and independent public accountants, all during normal business hours and as often as may reasonably be desired, subject in all cases desired (but not so as to any confidentiality restrictions that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on materially interfere with the Persons receiving such information; provided, however, that neither Borrower nor business of the Borrowers or any of its Subsidiaries shall be required to disclose to Administrative Agent their Restricted Subsidiaries); provided that the Borrowers may, at their option, have one or any agents more employees or representatives thereof present at any information which is the subject of attorney-client privilege such inspection, examination or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such informationdiscussion; and provided, further, that Borrower will use commercially reasonable efforts each of the foregoing shall be subject to furnish compliance with applicable laws and the Borrowers and their Restricted Subsidiaries shall not be obligated to provide any information that is “classified” for reasons of national security or foreign policy, or otherwise restricted from disclosure under applicable laws or agreements. At the Borrowers’ expense, the Administrative Agent (a) shall have the right to audit, up to two times each fiscal year (provided that (x) if a Default or Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to conduct audits as often as the Administrative Agent may request in the exercise of its Permitted Discretion and (y) if Availability shall fall below $25,000,000, then, during the period from the date that Availability fell below such information amount and continuing until the ninetieth (excluding information covered by confidentiality restrictions 90th) consecutive day on which Availability exceeds $25,000,000, the Administrative Agent shall have the right to conduct audits as often as the Administrative Agent may request in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gasexercise of its Permitted Discretion), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give Borrower or any applicable other Credit Party commercially reasonable prior written notice of such exercise. No notice shall be required during the existence and continuance condition of any the Collateral and to review compliance with the Financing Documents, (b) shall retain an inventory appraiser to appraise the inventory Collateral at least once (but not more than twice) each fiscal year (provided that (x) if a Default or Event of Default.Default shall have occurred and be continuing, the Administrative Agent shall have the right to retain an inventory appraiser to appraise the inventory Collateral as often as the Administrative Agent may request in the exercise of its Permitted Discretion and (y) if Availability shall fall below $25,000,000, then, during the period from the date that Availability fell below such amount and continuing until the ninetieth (90th) consecutive day on which Availability exceeds $25,000,000, the Administrative Agent shall have the right to retain an inventory appraiser to appraise the inventory Collateral as often as the Administrative Agent may request in the exercise of its Permitted Discretion; and provided further, the Administrative Agent shall have the right to retain any such inventory appraisers to provide the Administrative Agent with an updated desktop appraisal of the inventory Collateral as frequently (but not more frequently than once each quarter) as the Administrative Agent may request in the exercise of its Permitted Discretion) and (c) shall have the right to obtain independent reports regarding the uranium markets, including, spot market value information. The Borrowers will enter into agreements (in form and substance satisfactory to the Administrative Agent in its Permitted Discretion) with the Administrative Agent and PriceWaterhouseCoopers LLP (or such other nationally recognized independent public accounting firm as may be selected by the Borrowers and which is reasonably satisfactory to the Administrative Agent in its Permitted Discretion) providing annual verifications of Customer account balances and inventory counts in a manner reasonably satisfactory to the Administrative Agent. ”

Inspection of Property, Books and Records. The Borrower will keep, and will cause each other Credit Party its Material Subsidiaries to keep, proper books of record and account in accordance which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities, in each case, to the extent necessary to permit financial statements to be prepared in conformity with GAAP; and will permit, and will cause each other Credit Party Material Subsidiary to permit, at the sole cost of Borrower or any applicable other Credit Party, representatives of Administrative Agent and of any Lender (but Bank at such LenderBank’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default expense, upon reasonable prior notice, to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory and accounts records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants, all at such reasonable times during normal business hours and as often as may reasonably be desired; provided that (i) the Administrative Agent and the Banks shall collectively be limited to exercising such rights no more often than once during any calendar year, (ii) visits by any Bank shall be coordinated with the Borrower through the Administrative Agent and (iii) any Bank electing to exercise such rights shall notify the Administrative Agent and each other Bank reasonably in advance of such exercise and the Administrative Agent and each other Bank (and their representatives and independent contractors) shall be given a reasonable opportunity to participate therein. The Administrative Agent and the Banks shall give the Borrower or such Material Subsidiary the opportunity to participate in any discussions with the Borrower’s or such Material Subsidiary’s accountants. Such inspection rights are subject in all cases to the provisions of Section 9.16 and applicable law and shall not extend to any confidentiality restrictions that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such information; provided, however, that neither Borrower nor any of its Subsidiaries shall be required to disclose to Administrative Agent or any agents or representatives thereof any information which is the subject of covered by attorney-client or other legal privilege or attorney’s work product privilege properly asserted by to the applicable Person to prevent extent the loss exercise of such privilege inspection rights would result in connection with violation or other breach of any third-party confidentiality agreements (other than any such informationconfidentiality agreement entered into in contemplation of this Agreement and, in all events, so long as such confidentiality agreement does not relate to information expressly required to be furnished pursuant to the terms of any Loan Document); and provided, further, that the Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to allow the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered and/or the opportunity Banks to review such confidential information by executing conduct the inspection in a manner that does not violate the relevant agreements or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give Borrower or any applicable other Credit Party commercially reasonable prior written notice of such exercise. No notice shall be required during the existence and continuance of any Event of Defaultrestrictions.

Inspection of Property, Books and Records. The Borrower will keep, and will cause each other Credit Party of its Subsidiaries to keep, proper books of record and account in accordance with GAAP; which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. The Borrower will permit, and will cause each other Credit Party of its Subsidiaries to permit, at the sole cost of Borrower or any applicable other Credit Party, representatives of Administrative Agent and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with the Administrative Agent) or is made during the existence and continuance of an Event of Default , at Borrower's expense to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory and accounts and to discuss their respective affairs, finances and accounts with their respective officersofficers and independent public accountants and to otherwise conduct inventory inspections, appraisals, collateral audits or other field examinations as follows: (a) unless an Event of Default shall have occurred hereunder, the Administrative Agent may not conduct more than two (2) field examinations in any calendar year; (b) unless Borrowing Availability is less than $20,000,000 at any time during the period from and including November 16 to and including May 15 or an Event of Default shall have occurred at any time, the Administrative Agent may not conduct, and the Borrower shall not be obligated to pay for, more than one appraisal of the Inventory each calendar year; and (c) the exercise by the Administrative Agent of its rights under this sentence shall require reasonable prior notice to the Borrower and shall be conducted during normal business hours in a reasonable manner so as not to disrupt the normal conduct of the Borrower's business. Notwithstanding anything contained to the contrary herein or in any of the Loan Documents, upon the occurrence of an Event of Default, the Administrative Agent may visit and inspect the Borrower, any of its Subsidiaries and any of their respective properties in order to examine and make abstracts from any of their respective books and records, to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants and to otherwise conduct inventory inspections, appraisals, collateral audits or other field examinations as often as may reasonably be desired. If Borrowing Availability is less than $20,000,000 at any time during the period from and including November 16 to and including May 15, subject in all cases to any confidentiality restrictions that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on then the Persons receiving such information; provided, however, that neither Borrower nor any of its Subsidiaries shall be required to disclose to Administrative Agent or any agents or representatives thereof any information which is may conduct one additional appraisal of the subject of attorney-client privilege or attorney’s work product privilege properly asserted by Inventory during such year at the applicable Person to prevent the loss of such privilege in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower's expense. In the absence of If an Event of DefaultDefault shall have occurred hereunder at any time, the Administrative Agent may conduct such number of appraisals of the Inventory as it deems necessary in its reasonable sole discretion and the Borrower shall be obligated to pay from all such appraisals. In addition, Administrative Agent or has the right at any Lender exercising any rights pursuant time and from time to this Section 4.6 shall give Borrower or any applicable other Credit Party commercially reasonable prior written notice of such exercise. No notice shall be required during time, at the Borrower's expense, to conduct routine and periodic verifications as to the existence and continuance condition of any Event Accounts, in each case without prior notice to or consent of DefaultBorrower and whether or not a Default exists. In conducting the verifications hereunder, the Administrative Agent will advise the parties contacted that the verification is routine. The Administrative Agent will not conduct verifications of Accounts under this Section 5.06 more frequently than is reasonably necessary.

Inspection of Property, Books and Records. Borrower will keepEach Credit Party shall, and will shall cause each other of its Subsidiaries to, (i) maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Party to keepand such Subsidiary, proper (ii) maintain such books of record and account in accordance material conformity with GAAP; all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Subsidiary, as the case may be and will (iii) at all times engage PricewaterhouseCoopers or other independent certified public accountants reasonably satisfactory to the Administrative Agent as the independent certified public accountants of Holdings and its Subsidiaries. The Credit Parties shall permit, and will shall cause each other Credit Party Subsidiary to permit, representatives and independent contractors of the Administrative Agent or its designees, at the sole cost of Borrower or any applicable other Credit PartyBorrower’s expense, representatives of Administrative Agent at reasonable times and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default upon reasonable notice, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts or copies from any of their respective books and recordstherefrom, to conduct a collateral audit and analysis of their respective inventory and accounts and to discuss their respective affairs, finances and accounts with their respective directors, officers, as often as may reasonably and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be desired, subject in all cases notified and permitted to be present during any confidentiality restrictions that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such informationmeetings; provided, howeverfurther, that neither the Borrower nor any of its Subsidiaries shall not be required to disclose reimburse the costs of any Lender for more than one visit per Fiscal Year to Administrative Agent or any agents or representatives thereof any information which the Borrower’s properties unless an Event of Default has occurred and is the subject of attorney-client privilege or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such informationcontinuing; and provided, further, notwithstanding anything to the contrary herein, no Credit Party nor any Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or excerpts from, or any 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 Requirement of Law or (ii) that Borrower will is subject to attorney-client or similar privilege (provided that in the event that a Credit Party does not provide a document, information, or other matter in reliance on the exclusions in this sentence, the applicable Credit Party shall provide notice to the Administrative Agent promptly upon obtaining knowledge that such document, information, or other matter is being withheld and such Credit Party shall use its commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismici) communicate, geologic or geophysical data or similar technical and business matters relating to the exploration for oil extent permitted, the applicable information in a way that would not violate the applicable law or privilege and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming (ii) obtain a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give Borrower or any applicable other Credit Party commercially reasonable prior written notice waiver of such exercise. No notice shall be required during the existence and continuance privilege or Requirement of any Event of DefaultLaw).

Inspection of Property, Books and Records. Each Borrower will keep, and will cause each other Credit Party Subsidiary to keep, proper books of record and account substantially in accordance with GAAP; and will permit, and will cause each other Credit Party Subsidiary to permit, at the sole cost of the applicable Borrower or any applicable other Credit PartySubsidiary, representatives of Administrative Agent and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory operations and accounts the Collateral, to verify the amount and age of the Accounts, the identity and credit of the respective Account Debtors, to review the billing practices of Borrowers and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants as often as may reasonably be desired, subject in all cases to any confidentiality restrictions that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such information; provided, howeverthat so long as no Event of Default exists on the date any audit or examination begins, that neither Borrower nor any of its Subsidiaries Borrowers shall be required liable for the fees and expenses associated with no more than one (1) such audit and/or examination with respect to disclose any given calendar year; and provided further that, for so long as there is no Lender under this Agreement that is not (i) party to Administrative Agent the Affiliated Credit Agreement as a Revolving Lender or (ii) an Affiliate of a Person described in clause (i) of this proviso, so long as no Event of Default has occurred and is continuing on the date any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege audit begins, Borrowers shall be liable for fees and expenses in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts not more than three (3) audits in the aggregate conducted under the terms of this Agreement and/or the terms of the Affiliated Credit Agreement with respect to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrowergiven calendar year. In the absence of an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give the applicable Borrower or any applicable other Credit Party Subsidiary commercially reasonable prior written notice of such exercise. No notice shall be required during the existence and continuance of any Event of Default.

Inspection of Property, Books and Records. Borrower Each Credit Party will keep, and will cause each other Credit Party Subsidiary to keep, proper books of record and account substantially in accordance with GAAPGAAP in which full, true and correct entries in all material respects shall be made of all dealings and transactions in relation to its business and activities; and will permit, and will cause each other Credit Party Subsidiary to permit, at the sole cost of Borrower the applicable Credit Party or any applicable other Credit PartySubsidiary, representatives of Administrative Agent and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory operations and accounts the Collateral, to evaluate and make physical verifications and appraisals of the Inventory and other Collateral in any manner and through any medium that Agent considers advisable, to verify the amount and age of the Accounts, the identity and credit of the respective Account Debtors, to review the billing practices of Credit Parties and to discuss their respective affairs, finances and accounts with their respective officers, as often as may reasonably employees and independent public accountants provided that such inspections shall be desiredlimited to [***] per year unless an Event of Default has occurred and is continuing. Without limiting the foregoing, subject if Borrowers have previously reimbursed the agent under the Affiliated Credit Agreement for [***] inspections in all cases to any confidentiality restrictions that may be the applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such information; providedcalendar year, however, that neither Borrower nor any of its Subsidiaries Borrowers shall not be required to disclose to Administrative reimburse Agent or for any agents or representatives thereof any information which such inspections conducted hereunder unless an Event of Default has occurred and is the subject of attorney-client privilege or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrowercontinuing. In the absence of a Default or an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give Borrower the applicable Credit Party or any applicable other Credit Party Subsidiary commercially reasonable prior written notice of such exercise. No notice shall be required during the existence MidCap / Cerus / A&R Credit, Security and continuance of any Event of Default.Guaranty Agreement (Revolving Loan) [***] = Certain Confidential Information Omitted

Inspection of Property, Books and Records. Each Borrower will keep, and will cause each other Credit Party Subsidiary to keep, proper books of record and account substantially in accordance with GAAPGAAP in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities; and will permit, and will cause each other Credit Party Subsidiary to permit, at the sole cost of the applicable Borrower or any applicable other Credit PartySubsidiary (subject to the provisions of Section 2.2(i)), representatives of Administrative Agent and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory operations and accounts the Collateral, to verify the amount and age of the Accounts, the identity and credit of the respective Account Debtors, to review the billing practices of Borrowers and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants as often as may reasonably be desired, subject in all cases to any confidentiality restrictions that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such information; provided, however, that neither Borrower nor any of its Subsidiaries shall be required to disclose to Administrative Agent or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of a Default or an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give the applicable Borrower or any applicable other Credit Party Subsidiary commercially reasonable prior written notice of such exerciseexercise and shall conduct such inspection during normal business hours. No notice shall be required during the existence and continuance of any Event Default or any time during which Agent reasonably believes a Default exists. Borrowers shall at all times provide Agent with independent access to its books and records in electronic format, and all electronic information relating to Collateral, through an online electronic or virtual interphase which Borrowers maintain (or a professional cloud computing vendor on behalf of DefaultBorrowers maintains) for the purpose of tracking or monitoring the Collateral. If such electronic or virtual interphase has been terminated or is not accessible by Agent, Borrowers shall immediately cause to be provided a landlord’s agreement or mortgagee’s agreement, as applicable, acceptable in form and substance to Agent with respect to any location of the Borrowers where there are any books and records of Borrowers regarding any of the Collateral.

Inspection of Property, Books and Records. Borrower The Borrowers will keep, and will cause each other Credit Party Subsidiary to keep, proper books of record and account in accordance with GAAPreflecting their business and activities; and will permit, and will cause each other Credit Party Subsidiary to permit, at the sole cost of Borrower or any applicable other Credit Partyupon reasonable notice, representatives of Administrative Agent and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory and accounts records and to discuss their respective affairs, finances and accounts with their respective officers, senior employees and independent public accountants, all during normal business hours and as often as may reasonably be desireddesired (but not so as to materially interfere with the business of the Borrowers or any of their Subsidiaries); provided that the Borrowers may, subject in all cases to at their option, have one or more employees or representatives present at any confidentiality restrictions that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such informationinspection, examination or discussion; provided, howeverfurther, that neither Borrower nor each of the foregoing shall be subject to compliance with applicable laws and the Borrowers and their Subsidiaries shall not be obligated to provide any information that is “classified” for reasons of national security or foreign policy, or otherwise restricted from disclosure under applicable laws or agreements. At the Borrowers’ expense, the Administrative Agent (x) shall have the right to audit, up to two times each fiscal year (provided that, if Collateral Availability is greater than $75,000,000, such audits shall be limited to one time each fiscal year, and provided further that if a Default or Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to conduct audits as often as the Administrative Agent may request in the exercise of its Subsidiaries Permitted Discretion), the existence and condition of the Collateral and to review compliance with the Financing Documents, (y) shall be required have the right to disclose retain an inventory appraiser to appraise the inventory Collateral once each fiscal year (provided that, if Available Liquidity shall equal or exceed $125,000,000, the Administrative Agent or any agents or representatives thereof any information which is may, in its Permitted Discretion, waive the subject of attorney-client privilege or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information; requirement for an annual inventory appraisal, and provided, further, that Borrower if a Default or Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to retain appraisers to appraise the inventory Collateral as often as the Administrative Agent may request in the exercise of its Permitted Discretion) and (z) shall have the right to obtain independent reports regarding the uranium markets, including, spot market value information. The Borrowers will use commercially reasonable efforts to furnish such information enter into agreements (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical form and business matters relating substance satisfactory to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent in its Permitted Discretion) with the Administrative Agent and PriceWaterhouseCoopers LLP (or such other nationally recognized independent public accounting firm as may be selected by the Borrowers and which is offered the opportunity to review such confidential information by executing or otherwise becoming a party reasonably satisfactory to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of an Event of Default, Administrative Agent or any Lender exercising any rights pursuant in its Permitted Discretion) providing annual verifications of Customer account balances and inventory counts in a manner satisfactory to this Section 4.6 shall give Borrower or any applicable other Credit Party commercially reasonable prior written notice of such exercise. No notice shall be required during the existence and continuance of any Event of DefaultAdministrative Agent.

Inspection of Property, Books and Records. Borrower Each Credit Party will keep, and will cause each other Credit Party Subsidiary to keep, proper books of record and account substantially in accordance with GAAPGAAP in which full, true and correct, in all material respects, entries shall be made of all dealings and transactions in relation to its business and activities; and will permit, and will cause each other Credit Party Subsidiary to permit, at the sole cost of Borrower the applicable Credit Party or any applicable other Credit PartySubsidiary, representatives of Administrative Agent and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory operations and accounts the Collateral, to verify the amount and age of the Accounts, the identity and credit of the respective Account Debtors, to review the billing practices of Credit Parties and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants at such reasonable times during normal business hours and as often as may reasonably be desired, subject in all cases to any confidentiality restrictions ; provided that may be applicable to Borrower (a) such visits and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such information; provided, however, that neither Borrower nor any of its Subsidiaries inspections shall be required to disclose to Administrative coordinated through Agent or and (b) Agent shall not exercise such rights more than three (3) times during any agents or representatives thereof any information which is fiscal year absent the subject occurrence of attorney-client privilege or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss an Event of such privilege in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to BorrowerDefault. In the absence of a Default or an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give Borrower the applicable Credit Party or any applicable other Credit Party Subsidiary commercially reasonable prior written notice of such exercise. No notice shall be required during the existence and continuance of any Event Default or any time during which Agent reasonably believes a Default exists. Agent shall give the Company the opportunity to participate in any discussions with the Company's independent public accountants to the extent reasonably feasible. Neither the Company nor any of Defaultits subsidiaries shall be required to disclose to Agent or any lender any information that, in the reasonable opinion of counsel to the Company or such Subsidiary, is prohibited by law to be disclosed, is subject to attorney-client privilege or constitutes attorney work product or the disclosure of which would cause a material breach of a binding non-disclosure agreement with a third party to the extent such agreement is not made in contemplation of the avoidance of this Section 4.6.

Inspection of Property, Books and Records. The Borrower will (i) keep, and will cause each other Credit Party of its Subsidiaries to keep, proper books of record and account in accordance which full, true and correct entries in conformity with GAAPGAAP shall be made of all dealings and transactions in relation to its business and activities; and will (ii) permit, and will cause each other Credit Subsidiary of the Borrower and each Loan Party to permit, with reasonable prior notice which notice shall not be required in the case of an emergency, the Administrative Agent or its designee, at the expense of the Borrower and Loan Parties, to perform periodic field audits and investigations of the Borrower, the Loan Parties and the Collateral, from time to time; (iii) maintain a system of records as to the Revenue Equipment satisfactory to Administrative Agent; (iv) permit representatives and independent contractors of the Administrative Agent to conduct an annual inspection of the certificates of title with respect to the Revenue Equipment at the expense of the Borrower; (v) if requested by the Administrative Agent in its sole cost discretion, promptly deliver to the Administrative Agent asset appraisal reports with respect to the Collateral and any other assets comprising the Borrowing Base at the expense of Borrower or the Borrower; provided, however, unless an Event of Default exists, such request may not be made more than once during any applicable other Credit Partytwenty-four (24) month period; and (vi) permit, and will cause each Subsidiary to permit, representatives of Administrative Agent and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during prior to the existence occurrence of an Event of Default and continuance at the Borrowers’ expense after the occurrence of an Event of Default to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory and accounts records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants. The Loan Parties agree to cooperate and assist in such visits and inspections, in each case at such reasonable times and as often as may reasonably be desired, subject in all cases to any confidentiality restrictions that may be applicable to Borrower . The Administrative Agent and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such information; provided, however, that neither Borrower nor any of its Subsidiaries Lenders shall be required to disclose to Administrative Agent or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney’s work product privilege properly asserted bound by the applicable Person provisions of Section 9.08 with respect to prevent the loss of such privilege in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of an Event of Default, Administrative Agent or any Lender exercising any rights obtained pursuant to this Section 4.6 shall give Borrower or any applicable other Credit Party commercially reasonable prior written notice of such exercise. No notice shall be required during the existence and continuance of any Event of Defaultsection.

Inspection of Property, Books and Records. Borrower will keepshall, and will shall cause each other Credit Party to keepto, keep proper books of record and account in accordance with GAAP; GAAP in which full, true and will correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower shall permit, and will shall cause each other Credit Party to permit, at the sole cost of Borrower or any applicable other Credit PartyBorrower, representatives of Administrative Agent and of any Lender (but at such Lender’s 's expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during ), subject to the existence terms of the applicable Property Lease, with respect to each Eligible Property and continuance any Property to be included in the calculation of an Event of Default the Borrowing Base prior to such inclusion, to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral Property audit and analysis of their respective inventory operations and accounts Property and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants as often as may reasonably be desired, subject in all cases to any confidentiality restrictions that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such information; provided, however, that neither Borrower nor any of its Subsidiaries shall be required to disclose to Administrative Agent or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give Borrower or any applicable other Credit Party commercially reasonable prior written notice of such exercise. No notice shall be required during the existence and continuance of any Event of Default. Borrower shall cause each other Credit Party to cause each Property Lessee to permit, at the sole cost of Borrower, representatives of Administrative Agent and of any Lender (but at such Lender's expense unless such visit or inspection is made concurrently with Administrative Agent), with respect to each Eligible Property included in the calculation of the Borrowing Base as of the most recent Borrowing Base Determination Date (other than an Eligible Property included in the calculation of the Borrowing Base as of the Closing Date) and any Property to be included in the calculation of the Borrowing Base prior to such inclusion, to examine and make abstracts or copies from such Property Lessee's books and records and to discuss such Property Lessee's affairs, finances and accounts with its respective officers, employees and independent public accountants as often as may reasonably be desired.

Inspection of Property, Books and Records. Borrower will keep, and will cause each other Each Credit Party to keep, will keep proper books of record and account in accordance with GAAP; which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities and will permitpermit the Agent, and will cause each other Credit Party to permit, at who may be accompanied by the sole cost of Borrower or any applicable other Credit Party, representatives of Administrative Agent and of any Lender (but at upon such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default written request, to visit and inspect any of their respective its properties, to examine and make abstracts or copies from any of their respective its books and recordsrecords subject to applicable confidentiality laws relating to patient medical care records (to the extent not waived by the patient), to conduct a collateral audit and analysis of their respective inventory its inventories and accounts receivable and to discuss their respective its affairs, finances and accounts with their respective its officers, employees and independent public accountants, all at such reasonable times during regular business hours and as often as may reasonably be desired; provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Agent shall have provided the appropriate Credit Party with reasonable prior notice and shall conduct such visit in a manner that does not unreasonably interfere with the conduct of such Credit Party’s business; and provided further that Agent agrees that except (a) during the occurrence and continuance of a Default or Event of Default, and (b) for audits of Additional Subsidiaries pursuant to Section 6.14, no Credit Party shall be responsible for any audit fees with respect to more than two (2) audits during any Fiscal Year. Representatives of each Lender will be permitted to accompany representatives of Agent during each visit, inspection and discussion referred to in the immediately preceding sentence. Agent and Lenders agree that to the extent that (x) any documents or records requested for inspection pursuant to this Section 6.6 are, at the time of such request, subject in all cases to any confidentiality restrictions that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such information; provided, however, that neither Borrower nor any of its Subsidiaries shall be required to disclose to Administrative Agent or any agents or representatives thereof any information which is the subject of a legitimate attorney-client privilege in favor of a Credit Party as a result of threatened or potential litigation or adverse action involving such Credit Party and another Person (other than a Lender or Agent) and (y) such disclosure would destroy such attorney’s work product privilege properly asserted by the applicable Person -client privilege, such Agent or Lender, as applicable, shall afford Borrower Representative an opportunity to prevent the loss consult with such Agent or Lender, as applicable, prior to disclosure of such privilege documents or records. Without in connection any way limiting the foregoing, Borrowers will participate and will cause the chief executive officer and the chief financial officer of the Borrowers and such other officers of the Credit Parties as the Agent shall designate to participate in a meeting with such information; Agent and provided, further, that Borrower will use commercially reasonable efforts Lenders to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical discuss the financial results and business matters relating to condition of the exploration for oil and gas)Credit Parties at least once during each year, which requirement meeting shall be satisfied if Administrative Agent is offered the opportunity to review held at such confidential information time during regular business hours and such place as may be reasonably requested by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give Borrower or any applicable other Credit Party commercially reasonable prior written notice of such exercise. No notice shall be required during the existence and continuance of any Event of DefaultAgent.

Inspection of Property, Books and Records. Borrower will keepEach Co-Issuer will, and will cause each other Credit Party to keepSecuritization Entity to, keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions, business and activities in accordance with GAAP; and will permit. Each Co-Issuer will, and will cause each other Credit Securitization Entity to, permit each of the Control Party to permit(if only one Person is the Control Party, at or the sole cost of Borrower Person designated by the Control Party if more than one Person is the Control Party) and the Trustee or any applicable other Credit Party, representatives Person appointed by either of Administrative Agent and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default them to act as its agent to visit and inspect any of their respective its properties, to examine and make abstracts or copies from any of their respective its books and records, to conduct a collateral audit and analysis of their respective inventory and accounts records and to discuss their respective its affairs, finances and accounts with their respective its officers, directors, managers, employees and independent certified public accountants at the Control Party’s, the Trustee’s or such Person’s expense, all at such reasonable times upon reasonable notice and as often as may reasonably be desired, subject in all cases to any confidentiality restrictions that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such informationrequested; provided, however, that neither Borrower nor any of its Subsidiaries so long as one or more Insurers is the Control Party such Insurer (if only one Insurer is the Control Party) or the Person designated by the Control Party (if more than one Insurer is the Control Party) shall be required entitled to disclose to Administrative Agent one such visit per calendar year in the event that any Insured Senior Notes are Outstanding at the expense of the Co-Issuers (the “Insurer Reimbursable Annual Surveillance Expenses”); provided further that during the continuance of a Rapid Amortization Event or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of an Event of DefaultDefault each of the Trustee and the Control Party (if only one Person is the Control Party, Administrative Agent or the Person designated by the Control Party if more than one Person is the Control Party) or any Lender exercising Person appointed by either of them to act as its agent may visit and conduct such activities at any rights pursuant to this Section 4.6 shall give Borrower or any applicable other Credit Party commercially reasonable prior written notice of time and all such exercise. No notice visits and activities shall be required during at the existence and continuance of Co-Issuers’ expense (any Event of Defaultsuch expenses incurred by any Lead Insurer, the “Insurer Reimbursable Rapid Amortization Surveillance Expenses”).

Inspection of Property, Books and Records. Each Borrower will keep, and will cause each other Credit Party Subsidiary to keep, proper books of record and account substantially in accordance with GAAPGAAP in which full, true and correct entries in all material respects shall be made of all dealings and transactions in relation to its business and activities; and will permit, and will cause each other Credit Party Subsidiary to permit, at the sole cost of the applicable Borrower or any applicable other Credit PartySubsidiary, representatives of Administrative Agent and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory operations and accounts the Collateral, to evaluate and make physical verifications and appraisals of the Inventory and other Collateral in any manner and through any medium that Agent considers advisable, to verify the amount and age of the Accounts, the identity and credit of the respective Account Debtors, to review the billing practices of Borrowers and to discuss their respective affairs, finances and accounts with their respective officers, as often as may reasonably employees and independent public accountants provided that such inspections shall be desiredlimited to twice per year unless an Event of Default has occurred and is continuing. Without limiting the foregoing, subject if Borrowers have previously reimbursed the agent under the Affiliated Credit Agreement for two (2) inspections in all cases to any confidentiality restrictions that may be the applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such information; providedcalendar year, however, that neither Borrower nor any of its Subsidiaries Borrowers shall not be required to disclose to Administrative reimburse Agent or for any agents or representatives thereof any information which such inspections conducted hereunder unless an Event of Default has occurred and is the subject of attorney-client privilege or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrowercontinuing. In the absence of a Default or an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give the applicable Borrower or any applicable other Credit Party Subsidiary commercially reasonable prior written notice of such exercise. No notice shall be required during the existence and continuance of any Event Default or any time during which Agent reasonably believes a Default exists. MidCap / HTG / Credit and Security Agreement (Revolving Loan) \\DC - 036639/000001 - 12092487 Use of DefaultProceeds . Borrowers shall use the proceeds of the Loans solely for working capital needs of Borrowers and their Subsidiaries and other general corporate purposes, including, for the avoidance of doubt, payment of any transaction fees incurred pursuant to the Financing Documents and the payment in full on the Closing Date of certain existing Debt. No portion of the proceeds of the Loans will be used for family, personal, agricultural or household use.

Inspection of Property, Books and Records. (a) The Borrower will keepshall, and will shall cause each other Credit Party to keepof its Consolidated Subsidiaries to, keep proper books of record and account in accordance which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities in conformity with GAAP, modified as required by this Agreement and applicable law; and will permitshall permit representatives of any Bank, at such Bank’s expense, or upon the occurrence and will cause each other Credit Party to permitduring the continuance of any Event of Default, at the sole cost Borrower’s expense (but subject to the reimbursement limitations in Section 9.3), so long as disclosure of such information could not result in a violation of, or expose the Borrower or any of its Subsidiaries to any material liability under, any applicable other Credit Partylaw, representatives of Administrative Agent and of ordinance or regulation or any Lender (but at such Lender’s expense unless such visit agreements with unaffiliated third parties that are binding on the Borrower or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default to visit and inspect any of their respective propertiesits Subsidiaries, to examine and make abstracts or copies from any of their respective its books and records, to conduct a collateral audit and analysis of their respective inventory and accounts records and to discuss their respective its affairs, finances and accounts with their respective officersits officers and independent public accountants, all at such reasonable times during normal business hours, upon reasonable prior notice and as often as may reasonably be desired, subject in all cases to any confidentiality restrictions that may be applicable to Borrower . Upon the occurrence and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such information; provided, however, that neither Borrower nor any of its Subsidiaries shall be required to disclose to Administrative Agent or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give Borrower or any applicable other Credit Party commercially reasonable prior written notice of such exercise. No notice shall be required during the existence and continuance of any Event of Default, representatives of any Bank permitted to review such books or engage in such discussions shall include consultants, accountants, auditors and any other representatives that any Bank deems necessary in connection with any workout or proposed workout of the Loans. (b) The Borrower shall permit the Administrative Agent to conduct Appraisals of each of the Borrowing Base Assets that are or are contemplated to be one of the Three Largest Assets and shall use commercially reasonable efforts to provide access to, and information in respect of, the relevant Borrowing Base Asset to complete such Appraisal. Such Appraisals shall be at the sole cost and expense of the Borrower; provided that the Borrower shall not be required to pay the cost and expense of more than one Appraisal in respect of an individual Borrowing Base Asset per any twelve-month period. Section 5.7.

Inspection of Property, Books and Records. The Borrower will (i) keep, and will cause each other Credit Party Guarantor and each Subsidiary of the Borrower or any Guarantor to keep, proper books of record and account in accordance which full, true and correct entries in conformity with GAAPGAAP shall be made of all dealings and transactions in relation to its business and activities; and will (ii) permit, and will cause each other Credit Party Guarantor and each Subsidiary of the Borrower or any Guarantor to permit, the Bank, or its designee, at the sole cost expense of the Borrower, to perform periodic field audits and investigations of the Borrower, the Guarantors and each Subsidiary of the Borrower or any applicable other Credit PartyGuarantor; and (iii) permit, and will cause each Guarantor and each Subsidiary of the Borrower or any Guarantor to permit, with reasonable prior notice which notice shall not be required in the case of an emergency, representatives of Administrative Agent and of any Lender (but the Bank at such Lenderthe Bank’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during prior to the existence occurrence of an Event of Default and continuance at the Borrower’s expense after the occurrence of an Event of Default to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory and accounts records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants. The Borrower agrees to cooperate and assist, and to cause the Guarantors and each Subsidiary of the Borrower or any Guarantor to cooperate and assist, in such visits and inspections, in each case at such reasonable times and as often as may reasonably be desired, subject in all cases to any confidentiality restrictions that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such information; provided, however, that neither Borrower nor any of its Subsidiaries shall be required to disclose to Administrative Agent or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney’s work product privilege properly asserted desired by the applicable Person Bank. The Borrower shall pay to prevent the loss of such privilege Bank on demand an $800 per day examination fee in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered each collateral audit conducted by confidentiality restrictions the Bank or its designee in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to accordance with this Section 4.6 shall give Borrower 5.02, together with all other expenses associated with each such collateral audit, including but not limited to travel expenses, specialized equipment needed to count and/or value goods on which the Bank has been granted a Lien, and the use of outside firms to perform any audit as deemed necessary or any applicable other Credit Party commercially reasonable prior written notice of such exercise. No notice shall be required during desirable by the existence and continuance of any Event of DefaultBank in its sole discretion to monitor the collateral on which the Bank has been granted a Lien.

Inspection of Property, Books and Records. Borrower Each Credit Party will keep, and will cause each other Credit Party Subsidiary to keep, proper books of record and account substantially in accordance with GAAPGAAP in which full, true and correct entries shall be made of all material dealings and transactions in relation to its business and activities; and will permit, and will cause each other Credit Party Subsidiary to permit, at the sole cost of Borrower the applicable Credit Party or any applicable other Credit PartySubsidiary, representatives of Administrative Agent and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory operations and accounts the Collateral, to verify the amount and age of the Accounts, the identity and credit of the respective Account Debtors, to review the billing practices of the Credit Parties and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants as often as may reasonably be desired, subject in all cases to any confidentiality restrictions that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such information; provided, however, that neither Borrower nor any of its Subsidiaries shall be required to disclose to Administrative Agent or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of a Default or an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give Borrower the applicable Credit Party or any applicable other Credit Party Subsidiary commercially reasonable prior written notice of such exercise, and such inspection shall be scheduled on dates to be mutually agreed between the parties (such agreement not to be unreasonably withheld, conditioned or delayed). No notice shall be required during the existence and continuance of any Default or any time during which Agent reasonably believes a Default exists. So long as no Event of DefaultDefault is continuing, the Credit Parties shall, notwithstanding any other provision of this Agreement, only be required to reimburse Agent for reasonable costs and expenses incurred in connection with two (2) such inspections per fiscal year (it being understood and agreed that the borrowing base audit conducted for purposes of the Affiliated Credit Agreement prior to the date hereof shall represent an audit for fiscal year 2016); and provided, further, that, when an Event of Default exists, Agent or any Lender (or any of their representatives) may do any of the foregoing, all at the expense of the Credit Parties, at any time (without limitation regarding frequency). Without limiting the foregoing, if the Credit Parties have previously reimbursed the Affiliated Financing Agent for two (2) inspections in the applicable fiscal year, Borrowers shall not be required to reimburse Agent for any such inspections conducted hereunder unless an Event of Default has occurred and is continuing. Notwithstanding anything to the contrary in this Section 4.6 or Section 4.9, no Credit Party, nor any of its respective Subsidiaries will be required to disclose or permit the inspection or discussion of, any document, information or other matter in respect of which disclosure to Agent or any Lender (or their respective representative) (a) is prohibited by Law or (b) could result in the forfeiture of attorney client or similar privilege, but only to the extent that such Credit Party has taken all actions reasonably requested by Agent to allow access to such document without otherwise forfeiting such privilege.

Inspection of Property, Books and Records. Borrower Each Credit Party will keep, and will cause each other Credit Party Subsidiary to keep, proper books of record and account substantially in accordance with GAAPGAAP in which full, true and correct entries in all material respects shall be made of all dealings and transactions in relation to its business and activities; and will permit, and will cause each other Credit Party Subsidiary to permit, at the sole cost of Borrower the applicable Credit Party or any applicable other Credit PartySubsidiary, representatives of Administrative Agent and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory operations and accounts the Collateral, to evaluate and make physical verifications and appraisals of the Inventory and other MidCap / Cerus / A&R Credit, Security and Guaranty Agreement (Term Loan) [***] = Certain Confidential Information Omitted Collateral in any manner and through any medium that Agent considers advisable, to verify the amount and age of the Accounts, the identity and credit of the respective Account Debtors, to review the billing practices of Credit Parties and to discuss their respective affairs, finances and accounts with their respective officers, as often as may reasonably employees and independent public accountants provided that such inspections shall be desiredlimited to [***] per year unless an Event of Default has occurred and is continuing. Without limiting the foregoing, subject if Borrowers have previously reimbursed the agent under the Affiliated Credit Agreement for [***] inspections in all cases to any confidentiality restrictions that may be the applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such information; providedcalendar year, however, that neither Borrower nor any of its Subsidiaries Borrowers shall not be required to disclose to Administrative reimburse Agent or for any agents or representatives thereof any information which such inspections conducted hereunder unless an Event of Default has occurred and is the subject of attorney-client privilege or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrowercontinuing. In the absence of a Default or an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give Borrower the applicable Credit Party or any applicable other Credit Party Subsidiary commercially reasonable prior written notice of such exercise. No notice shall be required during the existence and continuance of any Event of DefaultDefault or any time during which Agent reasonably believes a Default exists.

Inspection of Property, Books and Records. The Borrower will keep, and will cause each other Credit Party of its Subsidiaries to keep, proper books of record and account in accordance with GAAP; which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. The Borrower will permit, and will cause each other Credit Party of its Subsidiaries to permit, at the sole cost of Borrower or any applicable other Credit Party, representatives of Administrative Agent and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with the Administrative Agent) or is made during the existence and continuance of an Event of Default , at Borrower's expense to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory and accounts and to discuss their respective affairs, finances and accounts with their respective officersofficers and independent public accountants and to otherwise conduct inventory inspections, appraisals, collateral audits or other field examinations as follows: (a) unless an Event of Default shall have occurred hereunder, the Administrative Agent may not conduct more than two (2) field examinations in any calendar year; (b) unless Borrowing Availability is less than $20,000,000 at any time during the period from November 1 to April 30 of any year or an Event of Default shall have occurred at any time, the Administrative Agent may not conduct, and the Borrower shall not be obligated to pay for, more than one appraisal of the Inventory each calendar year; and (c) the exercise by the Administrative Agent of its rights under this sentence shall require reasonable prior notice to the Borrower and shall be conducted during normal business hours in a reasonable manner so as not to disrupt the normal conduct of the Borrower's business. Notwithstanding anything contained to the contrary herein or in any of the Loan Documents, upon the occurrence of an Event of Default, the Administrative Agent may visit and inspect the Borrower, any of its Subsidiaries and any of their respective properties in order to examine and make abstracts from any of their respective books and records, to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants and to otherwise conduct inventory inspections, appraisals, collateral audits or other field examinations as often as may reasonably be desired. If Borrowing Availability is less than $20,000,000 at any time during the period from November 1 to April 30 of any year, subject in all cases to any confidentiality restrictions that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on then the Persons receiving such information; provided, however, that neither Borrower nor any of its Subsidiaries shall be required to disclose to Administrative Agent or any agents or representatives thereof any information which is may conduct one additional appraisal of the subject of attorney-client privilege or attorney’s work product privilege properly asserted by Inventory during such year at the applicable Person to prevent the loss of such privilege in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower's expense. In the absence of If an Event of DefaultDefault shall have occurred hereunder at any time, the Administrative Agent may conduct such number of appraisals of the Inventory as it deems necessary in its reasonable sole discretion and the Borrower shall be obligated to pay from all such appraisals. In addition, Administrative Agent or has the right at any Lender exercising any rights pursuant time and from time to this Section 4.6 shall give Borrower or any applicable other Credit Party commercially reasonable prior written notice of such exercise. No notice shall be required during time, at the Borrower's expense, to conduct routine and periodic verifications as to the existence and continuance condition of any Event Accounts, in each case without prior notice to or consent of DefaultBorrower and whether or not a Default exists. In conducting the verifications hereunder, the Administrative Agent will advise the parties contacted that the verification is routine. The Administrative Agent will not conduct verifications of Accounts under this Section 5.06 more frequently than is reasonably necessary.

Inspection of Property, Books and Records. Borrower will keep, and will cause each other Credit Party to keep, proper books of record and account in accordance with GAAP; and will permit, and will cause each other Credit Party to permit, at the sole cost of Borrower or any applicable other Credit Party, representatives of Administrative Agent and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agent) Agent or is made during the existence and continuance of an Event of Default Default) to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory and accounts and to discuss their respective affairs, finances and accounts with their respective officers, as often as may reasonably be desired, subject in all cases to any confidentiality restrictions that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such information; provided, however, that neither Borrower nor any of its Subsidiaries shall be required to disclose to Administrative Agent or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give Borrower or any applicable other Credit Party commercially reasonable prior written notice of such exercise. No notice shall be required during the existence and continuance of any Event of Default.

Inspection of Property, Books and Records. Borrower The Borrowers will keep, and will cause each other Credit Party Restricted Subsidiary to keep, proper books of record and account in accordance with GAAPreflecting their business and activities; and will permit, and will cause each other Credit Party Restricted Subsidiary to permit, at the sole cost of Borrower or any applicable other Credit Partyupon reasonable notice, representatives of Administrative Agent and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory and accounts records and to discuss their respective affairs, finances and accounts with their respective officers, senior employees and independent public accountants, all during normal business hours and as often as may reasonably be desired, subject in all cases desired (but not so as to any confidentiality restrictions that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on materially interfere with the Persons receiving such information; provided, however, that neither Borrower nor business of the Borrowers or any of its Subsidiaries shall be required to disclose to Administrative Agent their Restricted Subsidiaries); provided that the Borrowers may, at their option, have one or any agents more employees or representatives thereof present at any information which is the subject of attorney-client privilege such inspection, examination or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such informationdiscussion; and provided, further, that Borrower will use commercially reasonable efforts each of the foregoing shall be subject to furnish compliance with applicable laws and the Borrowers and their Restricted Subsidiaries shall not be obligated to provide any information that is “classified” for reasons of national security or foreign policy, or otherwise restricted from disclosure under applicable laws or agreements. At the Borrowers’ expense, the Administrative Agent (a) shall have the right to audit, up to two times each fiscal year (provided that (x) if a Default or Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to conduct audits as often as the Administrative Agent may request in the exercise of its Permitted Discretion and (y) if Availability shall fall below an amount equal to $100,000,000, then, during the period from the date that Availability fell below such information amount and continuing until the ninetieth (excluding information covered by confidentiality restrictions 90th) consecutive day on which Availability exceeds $100,000,000, the Administrative Agent shall have the right to conduct audits as often as the Administrative Agent may request in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gasexercise of its Permitted Discretion), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give Borrower or any applicable other Credit Party commercially reasonable prior written notice of such exercise. No notice shall be required during the existence and continuance condition of any the Collateral and to review compliance with the Financing Documents, (b) shall have the right to retain an inventory appraiser to appraise the inventory Collateral once each fiscal year (provided that, if a Default or Event of DefaultDefault shall have occurred and be continuing, the Administrative Agent shall have the right to retain appraisers to appraise the inventory Collateral as often as the Administrative Agent may request in the exercise of its Permitted Discretion) and (c) shall have the right to obtain independent reports regarding the uranium markets, including, spot market value information. The Borrowers will enter into agreements (in form and substance satisfactory to the Administrative Agent in its Permitted Discretion) with the Administrative Agent and PriceWaterhouseCoopers LLP (or such other nationally recognized independent public accounting firm as may be selected by the Borrowers and which is reasonably satisfactory to the Administrative Agent in its Permitted Discretion) providing annual verifications of Customer account balances and inventory counts in a manner reasonably satisfactory to the Administrative Agent.”

Inspection of Property, Books and Records. Borrower Purchaser will, or will keepin accordance with the Program Documents, and will cause each other Credit Party Servicer to keep, (a) keep proper books of record and account in accordance with GAAP; and will permitwhich full, true, and will cause each other Credit Party correct entries in conformity with GAAP shall be made of all dealings and transactions in relation to permit, at the sole cost of Borrower its business and activities and (b) permit Lender and Underwriter or any applicable other Credit Party, representatives of Administrative Agent and either of any Lender them, without hindrance or delay, to (but at such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agenti) or is made during the existence and continuance of an Event of Default to visit and inspect any of their respective its properties, to (ii) call at any place of business of Purchaser, (iii) verify information with any Person, (iv) examine and make abstracts or copies from any of their respective books its Books and recordsRecords, journals, orders, receipts and any correspondence and other data relating to the Collateral, to conduct a collateral audit Purchaser’ business, or to any other transactions between the parties hereto or under the Program, and analysis of their respective inventory and accounts and to (v) discuss their its respective affairs, finances finances, and accounts with their respective its officers, employees, and the Public Accountants, all for purposes of monitoring compliance with this Agreement and the other Program Documents, Purchaser agreeing to cooperate and assist in such visits and inspections at such reasonable times during regular business hours, with reasonable prior notice, as often as may reasonably be desiredrequested, subject in all cases and during the continuing of any Event of Default or Default, at any time and without prior notice. At Lender’s or Underwriter’s request, Purchaser agrees to any confidentiality restrictions that may be applicable exercise its rights of inspection against Seller, which rights are granted to Borrower and its Subsidiaries Purchaser under the Purchase Agreement, and to any confidentiality restrictions include Lender and Underwriter, at their respective request, in the conduct of such inspections and to share the results of such inspections with Lender and Underwriter. Lender may select and engage the services of a third-party accounting firm of national reputation to perform field audits of Purchaser’s books and records; provided that Borrower reasonably imposes on that the Persons receiving expense of one (1) such information; provided, however, that neither Borrower nor any of its Subsidiaries field audit per calendar year shall be required to disclose to Administrative Agent or any agents or representatives thereof any information which is paid by Purchaser and shall occur only upon reasonable prior notice and at reasonable times during Purchaser’s regular business hours, except that, during the subject of attorney-client privilege or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence continuation of an Event of Default, Administrative Agent or any the costs of as many field audits per year as may be required by Lender exercising any rights pursuant to this Section 4.6 shall give Borrower or any applicable other Credit Party in the exercise of its commercially reasonable prior written notice of such exercise. No notice judgment shall be required during paid by Purchaser and may be performed at any time without notice. With respect to any such audit, Purchaser agrees to (i) provide reasonable cooperation to such accounting firm in the existence conduct of its audit and continuance of any Event of Default(ii) actively assist such accounting firm in gaining access to the Seller’s books and records relating to the Program, to the extent such books and records are reasonably relevant to the audit.

Inspection of Property, Books and Records. Borrower will keepThe Issuer will, and will cause each other Credit Party to keepSecuritization Entity to, keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions, business and activities in accordance with GAAP; and will permit. The Issuer will, and will cause each other Credit Party to Securitization Entity to, permit, at reasonable times upon reasonable notice, the sole cost of Borrower Servicer, the Controlling Class Representative and the Trustee or any applicable other Credit Party, representatives Person appointed by any of Administrative Agent and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default them to act as its agent to visit and inspect any of their respective its properties, to examine and make abstracts or copies from any of their respective its books and records, to conduct a collateral audit and analysis of their respective inventory and accounts records and to discuss their respective its affairs, finances and accounts with their respective its officers, directors, managers, employees and independent certified public accountants, and up to one such visit and inspection by each of the Servicer, the Controlling Class Representative and the Trustee, or any Person appointed by them, shall be reimbursable as often as may reasonably be desireda Securitization Operating Expense per calendar year, subject in all cases to with any confidentiality restrictions that may be applicable to Borrower additional visit or inspection by any such Person being at such Person’s sole cost and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such informationexpense; provided, however, that neither Borrower nor any during the continuance of its Subsidiaries shall be required to disclose to Administrative Agent a Warm Back-Up Management Trigger Event, an Advance Period continuing for at least sixty (60) days, a Rapid Amortization Event, a Default or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give Borrower or any applicable other Credit Party commercially reasonable prior written notice of such exercise. No notice shall be the extent expressly required during without the existence and continuance instruction of any Event other party under the terms of Defaultany Transaction Documents, any such Person may visit and conduct such activities at any time and all such visits and activities shall constitute a Securitization Operating Expense. In addition, the Issuer shall cooperate with all reasonable requests of the Servicer, Control Party and/or Back-Up Manager in connection with the performance by such parties of their respective obligations under the Transaction Documents (including any duty by any such parties to obtain an appraisal of the Collateral, or perform an in-depth situation analysis of the Manager and its financial position and/or of the Collateral and/or the Securitization Entities during a Warm Back-Up Management Trigger Event, a Hot Back-Up Management Trigger Event, in connection with a Consent Request, in connection with a proposed Advance, or if an Advance Period has been continuing for at least 60 days, as applicable).

Inspection of Property, Books and Records. Each Borrower will keep, and will cause each other Credit Party Subsidiary to keep, proper books of record and account substantially in accordance with GAAPGAAP in which full, true and correct entries shall be made of all material dealings and transactions in relation to its business and activities; and will permit, and will cause each other Credit Party Subsidiary to permit, at the sole cost of the applicable Borrower or any applicable other Credit PartySubsidiary, representatives of Administrative Agent and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory operations and accounts the Collateral, to verify the amount and age of the Accounts, the identity and credit of the respective Account Debtors, to review the billing practices of Borrowers and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants, at such reasonable times during normal business hours and as often as may reasonably be desireddesired (but not to exceed once per quarter so long as there is no Event of Default), subject upon reasonable advance notice to the applicable Borrower or any applicable Subsidiary; provided that, so long as no Event of Default is continuing, the applicable Borrower shall, notwithstanding any other provision of this Agreement, only be required to reimburse Agent for reasonable costs and expenses incurred in connection with two (2) such inspection per calendar year; and provided, further, that, when an Event of Default exists, Agent or any Lender (or any of their representatives) may do any of the foregoing, all cases at the expense of the applicable Borrower, at any time (without limitation regarding frequency). Notwithstanding anything to the contrary in this Section 4.6, no Borrower nor any confidentiality restrictions that may of its respective Subsidiaries will be applicable required to disclose or permit the inspection or discussion of, any document, information or other matter in respect of which disclosure to Agent or any Lender (or their respective representative) (a) is prohibited by Law or (b) would require the forfeiture by such Borrower and its Subsidiaries and or Subsidiary of attorney client or similar privilege with respect to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such informationdocument; provided, however, that neither such Borrower or Subsidiary shall take all actions reasonably requested by Agent to allow access to such document without otherwise forfeiting such privilege. Further, so long as no Event of Default exists, no Borrower nor any of its respective Subsidiaries shall will be required to disclose to Administrative Agent or permit the inspection or discussion of, any agents document, information or representatives thereof any information which is the subject of attorneyother matter that constitutes non-client privilege financial trade secrets or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such non-financial proprietary information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give Borrower or any applicable other Credit Party commercially reasonable prior written notice of such exercise. No notice shall be required during the existence and continuance of any Event of Default.

Inspection of Property, Books and Records. Borrower will Each Credit Party will: (a) keep, and will cause each Subsidiary (including Unrestricted Subsidiaries, other Credit Party than the Healthcare REIT Entities to the extent such matters would not reasonably be expected to result in or have a Material Adverse Effect) to keep, proper books of record and account in accordance which full, true and correct entries in conformity with GAAPGAAP shall be made of all dealings and transactions in relation to its business and activities; and will (b) to the extent permitted by law or regulation (but excluding for such purpose any law or regulation with respect to the enforcement of a contractual obligation), permit, and will cause each other Subsidiary (including Unrestricted Subsidiaries) of the Credit Party Parties to permit, during regular business hours, upon not less than five (5) days prior notice which notice shall not be required in the case of a Default or an Event of Default having occurred, the Administrative Agent or its designee, at the sole cost expense of the Borrower, to perform periodic field audits and investigations of the Borrower and the Qualified Available Unpledged Assets, from time to time, provided that the field audits and investigations at the Borrower’s headquarters in Chevy Chase, Maryland shall be no more frequent than once each Fiscal Year (in the absence of an Event of Default); and (c) to the extent permitted by law or regulation (but excluding for such purpose any applicable other Credit Partylaw or regulation with respect to the enforcement of a contractual obligation), permit and will cause each Subsidiary (including Unrestricted Subsidiaries) to permit, representatives of the Administrative Agent and of any Lender (but at the expense of the Administrative Agent or such Lender, as applicable, prior to the occurrence of an Event of Default and at the Borrower’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during after the existence and continuance occurrence of an Event of Default to visit and inspect inspect, during regular business hours, any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit records (including computer tapes and analysis of their respective inventory and accounts disks) and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants. Each Credit Party agrees to cooperate and assist in such visits and inspections; provided that such visits and inspections shall be no more frequent than once each Fiscal Year so long as no Event of Default shall have occurred and be continuing, and as often as may reasonably be desired, subject desired in all cases to any confidentiality restrictions the event that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such information; provided, however, that neither Borrower nor any of its Subsidiaries shall be required to disclose to Administrative Agent or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of an Event of DefaultDefault shall have occurred and be continuing. Notwithstanding anything to the contrary contained herein, Administrative Agent or any Lender exercising any rights all Customer Information reviewed pursuant to this Section 4.6 shall give Borrower or any applicable other Credit Party commercially reasonable prior written notice of such exercise. No notice 5.5 shall be required during the existence and continuance of any Event of Defaultsubject to Section 9.15.

Inspection of Property, Books and Records. Borrower will keep, and will cause each other Each Credit Party to keep, will keep proper books of record and account in accordance with GAAP; which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities and will permitpermit the Agent, and will cause each other Credit Party to permit, at who may be accompanied by the sole cost of Borrower or any applicable other Credit Party, representatives of Administrative Agent and of any Lender (but at upon such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default written request, to visit and inspect any of their respective its properties, to examine and make abstracts or copies from any of their respective its books and recordsrecords subject to applicable confidentiality laws relating to patient medical care records (to the extent not waived by the patient), to conduct a collateral audit and analysis of their respective inventory its inventories and accounts receivable and to discuss their respective its affairs, finances and accounts with their respective its officers, employees and independent public accountants, all at such reasonable times during regular business hours and as often as may reasonably be desired; provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Agent shall have provided the appropriate Credit Party with reasonable prior notice and shall conduct such visit in a manner that does not unreasonably interfere with the conduct of such Credit Party’s business; and provided further that Agent agrees that except (a) during the occurrence and continuance of a Default or Event of Default, (b) in connection with any Acquisition (other than a Permitted Acquisition) and (c) for audits of Additional Subsidiaries pursuant to Section 6.14, no Credit Party shall be responsible for any audit fess with respect to more than two (2) audits during any Fiscal Year. Representatives of each Lender will be permitted to accompany representatives of Agent during each visit, inspection and discussion referred to in the immediately preceding sentence. Agent and Lenders agree that to the extent that (x) any documents or records requested for inspection pursuant to this Section 6.6 are, at the time of such request, subject in all cases to any confidentiality restrictions that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such information; provided, however, that neither Borrower nor any of its Subsidiaries shall be required to disclose to Administrative Agent or any agents or representatives thereof any information which is the subject of a legitimate attorney-client privilege in favor of a Credit Party as a result of threatened or potential litigation or adverse action involving such Credit Party and another Person (other than a Lender or Agent) and (y) such disclosure would destroy such attorney’s work product privilege properly asserted by the applicable Person -client privilege, such Agent or Lender, as applicable, shall afford Borrower Representative an opportunity to prevent the loss consult with such Agent or Lender, as applicable, prior to disclosure of such privilege documents or records. Without in connection any way limiting the foregoing, Borrowers will participate and will cause the chief executive officer and the chief financial officer of the Borrowers and such other officers of the Credit Parties as the Agent shall designate to participate in a meeting with such information; Agent and provided, further, that Borrower will use commercially reasonable efforts Lenders to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical discuss the financial results and business matters relating to condition of the exploration for oil and gas)Credit Parties at least once during each year, which requirement meeting shall be satisfied if Administrative Agent is offered the opportunity to review held at such confidential information time during regular business hours and such place as may be reasonably requested by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give Borrower or any applicable other Credit Party commercially reasonable prior written notice of such exercise. No notice shall be required during the existence and continuance of any Event of DefaultAgent.

Inspection of Property, Books and Records. Borrower will keep, and will cause each other Each Credit Party to keep, will keep proper books of record and account in accordance with GAAP; which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities and will permitpermit the Agent, and will cause each other Credit Party to permit, at who may be accompanied by the sole cost of Borrower or any applicable other Credit Party, representatives of Administrative Agent and of any Lender (but at upon such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during the existence and continuance of an Event of Default 's written request, to visit and inspect any of their respective its properties, to examine and make abstracts or copies from any of their respective its books and recordsrecords subject to applicable confidentiality laws relating to patient medical care records (to the extent not waived by the patient), to conduct a collateral audit and analysis of their respective inventory its inventories and accounts receivable and to discuss their respective its affairs, finances and accounts with their respective its officers, employees and independent public accountants, all at such reasonable times during regular business hours and as often as may reasonably be desired; provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Agent shall have provided the appropriate Credit Party with reasonable prior notice and shall conduct such visit in a manner that does not unreasonably interfere with the conduct of such Credit Party's business; and provided further that Agent agrees that except (a) during the occurrence and continuance of a Default or Event of Default, (b) in connection with any Acquisition (other than a Permitted Acquisition) and (c) for audits of Additional Subsidiaries pursuant to Section 6.14, no Credit Party shall be responsible for any audit fess with respect to more than two (2) audits during any Fiscal Year. Representatives of each Lender will be permitted to accompany representatives of Agent during each visit, inspection and discussion referred to in the immediately preceding sentence. Agent and Lenders agree that to the extent that (x) any documents or records requested for inspection pursuant to this Section 6.6 are, at the time of such request, subject in all cases to any confidentiality restrictions that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such information; provided, however, that neither Borrower nor any of its Subsidiaries shall be required to disclose to Administrative Agent or any agents or representatives thereof any information which is the subject of a legitimate attorney-client privilege in favor of a Credit Party as a result of threatened or potential litigation or adverse action involving such Credit Party and another Person (other than a Lender or Agent) and (y) such disclosure would destroy such attorney’s work product privilege properly asserted by the applicable Person -client privilege, such Agent or Lender, as applicable, shall afford Borrower Representative an opportunity to prevent the loss consult with such Agent or Lender, as applicable, prior to disclosure of such privilege documents or records. Without in connection any way limiting the foregoing, Borrowers will participate and will cause the chief executive officer and the chief financial officer of the Borrowers and such other officers of the Credit Parties as the Agent shall designate to participate in a meeting with such information; Agent and provided, further, that Borrower will use commercially reasonable efforts Lenders to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical discuss the financial results and business matters relating to condition of the exploration for oil and gas)Credit Parties at least once during each year, which requirement meeting shall be satisfied if Administrative Agent is offered the opportunity to review held at such confidential information time during regular business hours and such place as may be reasonably requested by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give Borrower or any applicable other Credit Party commercially reasonable prior written notice of such exercise. No notice shall be required during the existence and continuance of any Event of DefaultAgent.

Inspection of Property, Books and Records. Borrower will Each Credit Party will: (a) keep, and will cause each Subsidiary (including Unrestricted Subsidiaries, other Credit Party than the Healthcare REIT to the extent such matters would not reasonably be expected to result in or have a Material Adverse Effect) to keep, proper books of record and account in accordance which full, true and correct entries in conformity with GAAPGAAP shall be made of all dealings and transactions in relation to its business and activities; and will (b) to the extent permitted by law or regulation (but excluding for such purpose any law or regulation with respect to the enforcement of a contractual obligation), permit, and will cause each other Subsidiary (including Unrestricted Subsidiaries) of the Credit Party Parties to permit, during regular business hours, upon not less than five (5) days prior notice which notice shall not be required in the case of a Default or an Event of Default having occurred, the Administrative Agent or its designee, at the sole cost expense of the Borrower, to perform periodic field audits and investigations of the Borrower and the Qualified Available Assets, from time to time, provided that the field audits and investigations at the Borrower’s headquarters in Chevy Chase, Maryland shall be no more frequent than once each Fiscal Year (in the absence of an Event of Default); and (c) to the extent permitted by law or regulation (but excluding for such purpose any applicable other Credit Partylaw or regulation with respect to the enforcement of a contractual obligation), permit and will cause each Subsidiary (including Unrestricted Subsidiaries) to permit, representatives of the Administrative Agent and of any Lender (but at the expense of the Administrative Agent or such Lender, as applicable, prior to the occurrence of an Event of Default and at the Borrower’s expense unless such visit or inspection is made concurrently with Administrative Agent) or is made during after the existence and continuance occurrence of an Event of Default to visit and inspect inspect, during regular business hours, any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit records (including computer tapes and analysis of their respective inventory and accounts disks) and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants. Each Credit Party agrees to cooperate and assist in such visits and inspections; provided that such visits and inspections shall be no more frequent than once each Fiscal Year so long as no Event of Default shall have occurred and be continuing, and as often as may reasonably be desired, subject desired in all cases to any confidentiality restrictions the event that may be applicable to Borrower and its Subsidiaries and to any confidentiality restrictions that Borrower reasonably imposes on the Persons receiving such information; provided, however, that neither Borrower nor any of its Subsidiaries shall be required to disclose to Administrative Agent or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney’s work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information; and provided, further, that Borrower will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if Administrative Agent is offered the opportunity to review such confidential information by executing or otherwise becoming a party to the confidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to Borrower. In the absence of an Event of DefaultDefault shall have occurred and be continuing. Notwithstanding anything to the contrary contained herein, Administrative Agent or any Lender exercising any rights all Customer Information reviewed pursuant to this Section 4.6 shall give Borrower or any applicable other Credit Party commercially reasonable prior written notice of such exercise. No notice 5.5 shall be required during the existence and continuance of any Event of Defaultsubject to Section 9.15.