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

Maintaining Records; Access to Properties and Inspections. Maintain all financial records in accordance with the Applicable Accounting Rules and permit the Administrative Agent (and its consultants or agents), accompanied by any Lender which so elects, upon reasonable advance notice and at reasonable times during regular business hours, and at any time when an Event of Default exists, to have access to, examine, audit, make extracts from or copies of, and inspect any or all of the Loan Parties’ records, files, and books of account and the Collateral, and discuss the Loan Parties’ affairs with the Loan Parties’ officers and senior management; provided that, (i) unless an Event of Default is continuing, such access, examinations, audits and inspections shall be limited to two instances in any calendar year and (ii) all such access, examinations, audits and inspections will be at the Loan Parties’ expense. The Loan Parties will deliver to the Administrative Agent any instrument necessary for the Administrative Agent to obtain records from any service bureau maintaining records for the Loan Parties. The Administrative Agent may, and at the direction of the Required Lenders shall, at any time when an Event of Default exists, and at the Loan Parties’ expense, make copies of all of the Loan Parties’ books and records, or require the Loan Parties to deliver such copies to the Administrative Agent. Upon reasonable request to senior management of the applicable Borrower, the Administrative Agent may, without expense to the Administrative Agent, use such of the Loan Parties’ respective personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the Collateral Agent’s Liens. The Administrative Agent shall have the right, at any time, in the Administrative Agent’s name or in the name of a nominee of the Administrative Agent, to verify the validity, amount, or any other matter relating to the Accounts, Inventory, or other Collateral, by mail, telephone, or otherwise; provided, however, in the absence of an Event of Default, the Collateral Agent agrees that it will not attempt to verify more than ten (10) Accounts each month.

Maintaining Records; Access to Properties and Inspections. Maintain all financial records in accordance with the Applicable Accounting Rules and permit Permit any Persons designated by the Administrative Agent (to visit and its consultants inspect the financial records and the properties of the Borrower or agents), accompanied by any Lender which so electsRestricted Subsidiary at reasonable times, upon reasonable advance prior written notice from the Administrative Agent to the Borrower, and at as often as reasonably requested, to make extracts from and copies of such financial records, and permit any Persons designated by the Administrative Agent, upon reasonable prior written notice from the Administrative Agent to the Borrower, to discuss the affairs, finances and condition of the Borrower or any Restricted Subsidiary with the officers thereof and independent accountants therefor (subject to such accountant’s policies and procedures); provided that the Administrative Agent may not exercise such rights more often than two times during regular business hours, and at any time when calendar year unless an Event of Default existsis continuing and only one such time will be at the Borrower’s expense; and provided, to have access tofurther, examine, audit, make extracts from or copies of, and inspect any or all of the Loan Parties’ records, files, and books of account and the Collateral, and discuss the Loan Parties’ affairs with the Loan Parties’ officers and senior management; provided that, (i) unless that when an Event of Default is continuing, such access, examinations, audits and inspections shall be limited to two instances in any calendar year and (ii) all such access, examinations, audits and inspections will be at the Loan Parties’ expense. The Loan Parties will deliver to the Administrative Agent or any instrument necessary for Lender (or any of their respective representatives or independent contractors) may do any of the Administrative Agent to obtain records from foregoing at the expense of the Borrower at any service bureau maintaining records for the Loan Partiestime during normal business hours and upon reasonable advance notice. The Administrative Agent mayand the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent accountants. Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7), 5.05 and at the direction of the Required Lenders shall5.07) or any other Loan Document, at any time when an Event of Default exists, and at the Loan Parties’ expense, make copies of all none of the Loan Parties’ books and recordsParties or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or require the Loan Parties to deliver such copies discussion of, any document, information or other matter with any Disqualified Institution or other competitor to the Administrative Agent. Upon reasonable request to senior management of the applicable Borrower, the Administrative Agent may, without expense to the Administrative Agent, use such of the Loan Parties’ respective personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the Collateral Agent’s Liens. The Administrative Agent shall have the right, at any time, in the Administrative Agent’s name or in the name of a nominee of the Administrative Agent, to verify the validity, amount, Borrower or any other matter relating of its Subsidiaries or that (1) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by law or any binding agreement, (3) is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Accounts, Inventory, Borrower or other Collateral, by mail, telephone, or otherwise; provided, however, in the absence any of an Event of Default, the Collateral Agent agrees that it will not attempt to verify more than ten (10) Accounts each monthits Subsidiaries.

Maintaining Records; Access to Properties and Inspections. Maintain The Borrower will, and will cause each of the Restricted Subsidiaries to, maintain all financial records in all material respects in accordance with GAAP. The Borrower will, and will cause each of the Applicable Accounting Rules Restricted Subsidiaries to, permit representatives and permit independent contractors of the Administrative Agent and the Lenders to visit and inspect any of its properties (and its consultants or agentsto the extent it is within such Person’s control to permit such inspection), accompanied by any Lender which so electsto examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 5.07 and the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default at reasonable times during regular business hoursthe Borrower’s expense; and provided, and at any time further, that when an Event of Default exists, the Administrative Agent or the Lenders (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to have access toparticipate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in Section 5.01 or this Section 5.07, examineneither of Borrower nor any Restricted Subsidiary will be required to disclose, auditpermit the inspection, make extracts from examination or making copies or abstracts of, and inspect or discussion of, any document, information or all of the Loan Parties’ records, files, and books of account and the Collateral, and discuss the Loan Parties’ affairs with the Loan Parties’ officers and senior management; provided that, other matter (i) unless an Event of Default is continuingthat constitutes non-financial trade secrets or non-financial proprietary information, such access, examinations, audits and inspections shall be limited to two instances in any calendar year and (ii) all such access, examinations, audits and inspections will be at the Loan Parties’ expense. The Loan Parties will deliver in respect of which disclosure to the Administrative Agent any instrument necessary for the Administrative Agent to obtain records from any service bureau maintaining records for the Loan Parties. The Administrative Agent may, and at the direction of the Required Lenders shall, at any time when an Event of Default exists, and at the Loan Parties’ expense, make copies of all of the Loan Parties’ books and records, or require the Loan Parties to deliver such copies to the Administrative Agent. Upon reasonable request to senior management of the applicable Borrower, the Administrative Agent may, without expense to the Administrative Agent, use such of the Loan Parties’ respective personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the Collateral Agent’s Liens. The Administrative Agent shall have the right, at any time, in the Administrative Agent’s name or in the name of a nominee of the Administrative Agent, to verify the validity, amount, or any other matter relating Lender (or their respective representatives or contractors) is prohibited by applicable Requirements of Law or any binding agreement or (iii) that is subject to the Accounts, Inventory, attorney-client or other Collateral, by mail, telephone, similar privilege or otherwise; provided, however, in the absence of an Event of Default, the Collateral Agent agrees that it will not attempt to verify more than ten (10) Accounts each monthconstitutes attorney work product.

Maintaining Records; Access to Properties and Inspections. Maintain all Keep proper books of record and account in which full, true and correct entries in conformity with GAAP are made. Permit any representatives designated by the Administrative Agent, any Co-Collateral Agent or any Lender to visit and inspect during normal business hours the corporate, financial and operating records in accordance and the properties of the Borrower or the Restricted Subsidiaries upon reasonable advance notice, and to make extracts from and copies of such records, and permit any such representatives to discuss the affairs, finances and condition of such Person with the Applicable Accounting Rules officers thereof and permit independent accountants therefor; provided that the Administrative Agent shall give the Borrower an opportunity to participate in any discussions with its accountants; provided, further, that in the absence of the existence of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders and its consultants or agents)(at the election of the Majority Agents) the Co-Collateral Agents may exercise the rights of the Administrative Agent, accompanied by any Lender which so elects, upon reasonable advance notice the Co-Collateral Agents and at reasonable the Lenders under this Section 5.07 and (ii) the Administrative Agent and the Co-Collateral Agents shall not exercise their rights under this Section 5.07 more often than two times during regular business hoursany fiscal year and only one such time shall be at the Borrower’s expense; provided, and at any time further, that when an Event of Default exists, to have access to, examine, audit, make extracts from or copies of, and inspect any or all of the Loan Parties’ records, files, and books of account and the Collateral, and discuss the Loan Parties’ affairs with the Loan Parties’ officers and senior management; provided that, (i) unless an Event of Default is continuing, such access, examinations, audits and inspections shall be limited to two instances in any calendar year and (ii) all such access, examinations, audits and inspections will be at the Loan Parties’ expense. The Loan Parties will deliver to the Administrative Agent any instrument necessary for the Administrative Agent to obtain records from any service bureau maintaining records for the Loan Parties. The Administrative Agent may, and at the direction of the Required Lenders shall, at any time when an Event of Default exists, and at the Loan Parties’ expense, make copies of all of the Loan Parties’ books and records, or require the Loan Parties to deliver such copies to the Administrative Agent. Upon reasonable request to senior management of the applicable Borrower, the Administrative Agent may, without expense to the Administrative Agent, use such any Co-Collateral Agent or any Lender and their respective designees may do any of the Loan Parties’ respective personnel, supplies, foregoing at the expense of the Borrower at any time during normal business hours and premises as may be reasonably necessary for maintaining or enforcing the Collateral Agent’s Liensupon reasonable advance notice. The Administrative Agent shall have the right, at any time, in the Administrative Agent’s name or in the name of a nominee of Borrower acknowledges that the Administrative Agent, to verify the validityafter exercising its rights of inspection, amount, or any other matter relating may prepare and distribute to the Accounts, Inventory, or Lenders certain Reports pertaining to the Borrower and the other Collateral, Loan Parties’ assets for internal use by mail, telephone, or otherwise; provided, however, in the absence of an Event of DefaultAdministrative Agent, the Co-Collateral Agents and the Lenders (it being understood and agreed that the Administrative Agent agrees that it will not attempt shall provide the Borrower with a copy of any field examination distributed to verify more than ten (10) Accounts each monththe Lenders).

Maintaining Records; Access to Properties and Inspections. (a) Maintain all financial records in accordance with GAAP and, upon five (5) Business Days’ notice (or, if an Event of Default or Availability Trigger Event has occurred and is continuing, one (1) Business Day’s notice), permit any persons designated by the Applicable Accounting Rules Administrative Agent to visit, audit and inspect the financial records and the properties of Intermediate Holdings or any of the Subsidiaries at reasonable times, upon reasonable prior notice to Intermediate Holdings or the applicable Subsidiary, and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any persons designated by the Administrative Agent upon reasonable prior notice to Intermediate Holdings or the Borrowers to discuss the affairs, finances and condition of Intermediate Holdings or any of its Subsidiaries with the officers thereof and independent accountants therefor (in each case set forth in this Section 5.07, subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract). If an Event of Default has occurred and is continuing, representatives of each Lender (at such Lender’s expense) will be permitted to accompany representatives of the Administrative Agent during each visit, inspection and discussion conducted during the existence of such Event of Default. The Administrative Agent may (either by itself or by a third-party consultant reasonably satisfactory to the Administrative Agent and Intermediate Holdings) conduct up to one Collateral Audit during any twelve month period; provided, that if an Audit Trigger Event has occurred within such twelve month period or if an Event of Default has occurred and is continuing, the Administrative Agent (and its consultants either by itself or agents), accompanied by any Lender which so elects, upon reasonable advance notice and at reasonable times during regular business hours, and at any time when an Event of Default exists, to have access to, examine, audit, make extracts from or copies of, and inspect any or all of the Loan Parties’ records, files, and books of account and the Collateral, and discuss the Loan Parties’ affairs with the Loan Parties’ officers and senior management; provided that, (i) unless an Event of Default is continuing, such access, examinations, audits and inspections shall be limited to two instances in any calendar year and (ii) all such access, examinations, audits and inspections will be at the Loan Parties’ expense. The Loan Parties will deliver a third-party consultant reasonably satisfactory to the Administrative Agent and Intermediate Holdings) may conduct up to two Collateral Audits during such twelve month period (not to exceed one Collateral Audit per any instrument necessary for the Administrative Agent to obtain records from any service bureau maintaining records for the Loan Parties. The Administrative Agent maythree month period); provided, further, that if a German Review Trigger Event has occurred and at the direction of the Required Lenders shall, at any time when an Event of Default exists, and at the Loan Parties’ expense, make copies of all of the Loan Parties’ books and records, or require the Loan Parties to deliver such copies to the Administrative Agent. Upon reasonable request to senior management of the applicable Borroweris continuing, the Administrative Agent may, without expense shall be entitled to commence German Payable Audits in the exercise of its Reasonable Credit Judgment. Intermediate Holdings agrees to reimburse the Administrative Agent, use such of the Loan Parties’ respective personnel, supplies, and premises as may be Agent for its actual out-of-pocket costs reasonably necessary for maintaining or enforcing incurred in connection with the Collateral Agent’s Liens. The Administrative Agent shall have the right, at any time, Audits and German Payable Audits referred to in the Administrative Agent’s name or in the name of a nominee of the Administrative Agent, to verify the validity, amount, or any other matter relating to the Accounts, Inventory, or other Collateral, by mail, telephone, or otherwise; provided, however, in the absence of an Event of Default, the Collateral Agent agrees that it will not attempt to verify more than ten (10) Accounts each monthpreceding sentence.

Maintaining Records; Access to Properties and Inspections. Maintain all financial records in accordance with the Applicable Accounting Rules and permit the Administrative Agent (and its consultants or agents), accompanied by any Lender which so elects, upon reasonable advance notice and at reasonable times during regular business hours, and at any time when an Event of Default exists, to have access to, examine, audit, make extracts from or copies of, and inspect any or all of the Loan Parties’ records, files, and books of account and the Collateral, and discuss the Loan Parties’ affairs with the Loan Parties’ officers and senior management; provided that, (i) unless an Event of Default is continuing, such access, examinations, audits and inspections shall be limited to two instances in any calendar year and (ii) all such access, examinations, audits and inspections will be at the Loan Parties’ expense. The Loan Parties will deliver to the Administrative Agent any instrument necessary for the Administrative Agent to obtain records from any service bureau maintaining records for the Loan Parties. The Administrative Agent may, and at the direction of the Required Lenders shall, at any time when an Event of Default exists, and at the Loan Parties’ expense, make copies of all of the Loan Parties’ books and records, or require the Loan Parties to deliver such copies to the Administrative Agent. Upon reasonable request to senior management of the applicable Borrower, the Administrative Agent may, without expense to the Administrative Agent, use such of the Loan Parties’ respective personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the Collateral Agent’s Liens. The Administrative Agent shall have the right, at any time, in the Administrative Agent’s name or in the name of a nominee of the Administrative Agent, to verify the validity, amount, or any other matter relating to the Accounts, Inventory, or other Collateral, by mail, telephone, or otherwise; provided, however, in the absence of an Event of Default, the Collateral Agent agrees that it will not attempt to verify more than ten (10) Accounts each month.

Maintaining Records; Access to Properties and Inspections. Maintain Holdings will, and will cause each of the Restricted Subsidiaries to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial records in accordance with transactions and matters involving the Applicable Accounting Rules assets and business of Holdings and such Restricted Subsidiary, as the case may be. Holdings will, and will cause each of the Restricted Subsidiaries to, permit representatives and independent contractors of the Administrative Agent and the Required Lenders to visit and inspect any of its properties (and its consultants or agentsto the extent it is within such Person’s control to permit such inspection), accompanied by any Lender which so electsto examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Canadian Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Canadian Borrower (and at reasonable times subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during regular business hoursthe continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Required Lenders under this Section 5.07, and the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default at any time the Canadian Borrower’s expense; and provided, further, that when an Event of Default exists, to have access to, examine, audit, make extracts from or copies of, and inspect any or all of the Loan Parties’ records, files, and books of account and the Collateral, and discuss the Loan Parties’ affairs with the Loan Parties’ officers and senior management; provided that, (i) unless an Event of Default is continuing, such access, examinations, audits and inspections shall be limited to two instances in any calendar year and (ii) all such access, examinations, audits and inspections will be at the Loan Parties’ expense. The Loan Parties will deliver to the Administrative Agent or the Required Lenders (or any instrument necessary for of their respective representatives or independent contractors) may do any of the Administrative Agent to obtain records from foregoing at the expense of the Canadian Borrower at any service bureau maintaining records for the Loan Partiestime during normal business hours and upon reasonable advance notice. The Administrative Agent may, and at the direction of the Required Lenders shallshall give the Canadian Borrower the opportunity to participate in any discussions with the Canadian Borrower’s independent public accountants. Notwithstanding anything to the contrary in Section 5.04 or this Section 5.07, at none of Holdings or any time when an Event of Default existsRestricted Subsidiary will be required to disclose, and at permit the Loan Parties’ expenseinspection, make examination or making copies of all of the Loan Parties’ books and recordsor abstracts of, or require the Loan Parties discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to deliver such copies to the Administrative Agent. Upon reasonable request to senior management of the applicable Borrower, the Administrative any Agent may, without expense to the Administrative Agent, use such of the Loan Parties’ respective personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the Collateral Agent’s Liens. The Administrative Agent shall have the right, at any time, in the Administrative Agent’s name or in the name of a nominee of the Administrative Agent, to verify the validity, amount, or any other matter relating Lender (or their respective representatives or contractors) is prohibited by Applicable Law or any binding agreement or (iii) that is subject to the Accounts, Inventory, attorney-client or other Collateral, by mail, telephone, similar privilege or otherwise; provided, however, in the absence of an Event of Default, the Collateral Agent agrees that it will not attempt to verify more than ten (10) Accounts each monthconstitutes attorney work product.

Maintaining Records; Access to Properties and Inspections. Maintain Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities. Each Obligated Party and its Subsidiaries will permit any representatives designated by the Agent or Security Trustee (a) to visit and inspect the financial records in accordance with and the Applicable Accounting Rules and permit Collateral of the Administrative Agent (and its consultants Obligated Parties or agents), accompanied by any Lender which so elects, upon reasonable advance notice and Subsidiary at reasonable times during regular business hoursand upon reasonable notice and as often as reasonably requested, to make extracts from and copies of such financial records, to evaluate Borrowers’ practices in the computation of the Borrowing Base and the assets included in the Borrowing Base, and pay the reasonable fees and expenses in connection therewith (except that so long as no Event of Default exists and is continuing, Borrowers shall only be required to reimburse the Agent and Security Trustee for two (2) such visits and inspections per calendar year, unless at any time when an during such year a Covenant Testing Trigger Period occurs, in which case Borrowers shall then be required to reimburse the Agent and Security Trustee for three (3) such visits and inspections per calendar year; provided, that if any Event of Default existshas occurred and is continuing then no such limitation on Borrowers’ reimbursement obligations shall apply), (b) to have access to, examine, audit, make extracts from or copies of, and inspect any or all conduct appraisals of the Loan Parties’ records, files, Vessels and books of account Inventory and pay the Collateral, reasonable fees and discuss the Loan Parties’ affairs with the Loan Parties’ officers and senior management; provided that, expenses in connection therewith (i) unless an except that so long as no Event of Default exists and is continuing, Borrowers shall only be required to reimburse the Agent and Security Trustee for two (2) Vessel Appraisals (provided, that not more than one (1) such access, examinations, audits and inspections Vessel Appraisal shall be limited to a physical appraisal) and two instances in any (2) appraisals of Inventory (provided, that not more than one (1) such appraisal of Inventory shall be a physical appraisal) per calendar year and (ii) all such accessyear, examinations, audits and inspections will be at the Loan Parties’ expense. The Loan Parties will deliver to the Administrative Agent any instrument necessary for the Administrative Agent to obtain records from any service bureau maintaining records for the Loan Parties. The Administrative Agent may, and at the direction of the Required Lenders shall, unless at any time when an during such year a Covenant Testing Trigger Period occurs, in which case Borrowers shall then be required to reimburse the Agent and Security Trustee for three (3) Vessel Appraisals and three (3) appraisals of Inventory per calendar year; provided that if any Event of Default existshas occurred and is continuing then no such limitation on Borrowers’ reimbursement obligations shall apply) and (c) to permit any representatives designated by the Agent or Security Trustee to discuss the affairs, finances and at the Loan Parties’ expense, make copies of all condition of the Loan Parties’ books Obligated Parties or any Subsidiary with the officers thereof and records, or require the Loan Parties independent accountants therefor. In addition to deliver such copies to the Administrative Agent. Upon reasonable request to senior management and not in limitation of the applicable Borrowerforegoing, Agent and the Administrative Agent may, without expense to the Administrative Agent, use such of the Loan Parties’ respective personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the Collateral Agent’s Liens. The Administrative Agent Security Trustee shall have the right, right at any timetime or times, in Agent’s or the Administrative AgentSecurity Trustee’s name or in the name of a nominee of Agent or the Administrative AgentSecurity Trustee, to verify the validity, amount, amount or any other matter relating to the Accounts, Inventory, or other any Collateral, by mail, telephone, facsimile transmission or otherwise; provided, however, in . In connection with any collateral monitoring or review and appraisal relating to the absence computation of an Event of Defaultthe Borrowing Base, the Collateral Borrowers shall make such adjustments to the Borrowing Base as the Agent agrees that it will not attempt shall reasonably require based upon the terms of this Agreement and the results of such collateral monitoring, review or appraisal. All appraisals and field examinations shall be conducted in such a manner as to verify more than ten (10) Accounts each monthminimize impact on the operations of the Obligated Parties.

Maintaining Records; Access to Properties and Inspections. Maintain all financial records in accordance with the Applicable Accounting Rules GAAP and permit the Administrative Agent (and its consultants or agents)Agent, accompanied by any Lender which so elects, upon reasonable advance notice and at reasonable times during regular business hours, and at any time when an Event of Default exists, to have access to, examine, audit, make extracts from or copies of, and inspect any or all of the Loan PartiesBorrowers’ records, files, and books of account and the Collateral, and discuss the Loan PartiesBorrowers’ affairs with the Loan PartiesBorrowers’ officers and senior management; provided that, (i) unless an Event of Default is continuing, that such access, examinations, audits and inspections shall be limited to two instances in any calendar year (unless an Event of Default has occurred and (iiis continuing, in which case no such limit shall exist) all such access, examinations, audits and inspections will be at the Loan PartiesBorrowers’ expense. The Loan Parties Borrowers will deliver to the Administrative Agent any instrument necessary for the Administrative Agent to obtain records from any service bureau maintaining records for the Loan Partiesany Borrower. The Administrative Agent may, and at the direction of the Required Lenders shall, at any time when an Event of Default exists, and at the Loan PartiesBorrowers’ expense, make copies of all of the Loan Parties’ Borrowers' books and records, or require the Loan Parties Borrowers to deliver such copies to the Administrative Agent. Upon reasonable request to senior management of the applicable BorrowerBorrowers, the Administrative Agent may, without expense to the Administrative Agent, use such of the Loan PartiesBorrowers’ respective personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the Collateral Agent’s Liens. The Administrative Agent shall have the right, at any time, in the Administrative Agent’s name or in the name of a nominee of the Administrative Agent, to verify the validity, amount, or any other matter relating to the Accounts, Inventory, or other Collateral, by mail, telephone, or otherwise; provided, however, in the absence of an Event of Default, the Collateral Agent agrees that it will not attempt to verify more than ten (10) Accounts each month.

Maintaining Records; Access to Properties and Inspections. Maintain all financial records Keep proper books of record and account in accordance which full, true and correct entries in conformity with the Applicable Accounting Rules and permit GAAP are made. Permit any representatives designated by the Administrative Agent (and its consultants or agents), accompanied by any Lender which so electsto visit and inspect during normal business hours the corporate, financial and operating records and the properties of the Borrower or the Restricted Subsidiaries upon reasonable advance notice notice, and at reasonable to make extracts from and copies of such records, and permit any such representatives to discuss the affairs, finances and condition of such Person with the officers thereof and independent accountants therefor; provided that the Administrative Agent shall give the Borrower an opportunity to participate in any discussions with its accountants; provided, further, that in the absence of the existence of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.07 and (ii) the Administrative Agent shall not exercise its rights under this Section 5.07 more often than two times during regular business hoursany fiscal year and only one such time shall be at the Borrower’s expense; provided, and at any time further, that when an Event of Default exists, to have access to, examine, audit, make extracts from or copies of, and inspect any or all of the Loan Parties’ records, files, and books of account and the Collateral, and discuss the Loan Parties’ affairs with the Loan Parties’ officers and senior management; provided that, (i) unless an Event of Default is continuing, such access, examinations, audits and inspections shall be limited to two instances in any calendar year and (ii) all such access, examinations, audits and inspections will be at the Loan Parties’ expense. The Loan Parties will deliver to the Administrative Agent or any instrument necessary for Lender and their respective designees may do any of the Administrative Agent to obtain records from any service bureau maintaining records for the Loan Parties. The Administrative Agent may, and foregoing at the direction expense of the Required Lenders shall, Borrower at any time when an Event of Default exists, during normal business hours and at the Loan Parties’ expense, make copies of all of the Loan Parties’ books and records, or require the Loan Parties to deliver such copies to the Administrative Agentupon reasonable advance notice. Upon reasonable request to senior management of the applicable Borrower, the Administrative Agent may, without expense to The Borrower acknowledge that the Administrative Agent, use such after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Borrower and the other Loan Parties’ respective personnel, supplies, assets for internal use by the Administrative Agent and premises as may be reasonably necessary for maintaining or enforcing the Collateral Agent’s Liens. The Lenders (it being understood and agreed that the Administrative Agent shall have provide the right, at Borrower with a copy of any time, in the Administrative Agent’s name or in the name of a nominee of the Administrative Agent, to verify the validity, amount, or any other matter relating field examination distributed to the Accounts, Inventory, or other Collateral, by mail, telephone, or otherwise; provided, however, in the absence of an Event of Default, the Collateral Agent agrees that it will not attempt to verify more than ten (10) Accounts each monthLenders).

Maintaining Records; Access to Properties and Inspections. Maintain all financial records in accordance with the Applicable Accounting Rules and permit the Administrative Agent (and its consultants or agents), accompanied by any Lender which so elects, upon reasonable advance notice and at reasonable times during regular business hours, and at any time when an Event of Default exists, to have access to, examine, audit, make extracts from or copies of, and inspect any or all of the Loan Parties’ records, files, and books of account and the Collateral, and discuss the Loan Parties’ affairs with the Loan Parties’ officers and senior management; provided that, (i) unless an Event of Default is continuing, such access, examinations, audits and inspections shall be limited to two instances in any calendar year and (ii) all such access, examinations, audits and inspections will be at the Loan Parties’ expense. The Loan Parties will deliver to the Administrative Agent any instrument necessary for the Administrative Agent to obtain records from any service bureau maintaining records for the Loan Parties. The Administrative Agent may, and at the direction of the Required Lenders shall, at any time when an Event of Default exists, and at the Loan Parties’ expense, make copies of all of the Loan Parties’ books and records, or require the Loan Parties to deliver such copies to the Administrative Agent. Upon reasonable request to senior management of the applicable Borrower, the Administrative Agent may, without expense to the Administrative Agent, use such of the Loan Parties’ respective personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the Collateral Agent’s Liens. The Administrative Agent shall have the right, at any time, in the Administrative Agent’s name or in the name of a nominee of the Administrative Agent, to verify the validity, amount, or any other matter relating to the Accounts, Inventory, or other Collateral, by mail, telephone, or otherwise; provided, however, in the absence of an Event of Default, the Collateral Agent agrees that it will not attempt to verify more than ten (10) Accounts each month.. Section 6.08

Maintaining Records; Access to Properties and Inspections. Maintain Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities. Each Obligated Party and its Subsidiaries will permit any representatives designated by the Agent or any Lender (a) to visit and inspect the financial records in accordance with and the Applicable Accounting Rules and permit Collateral of the Administrative Agent (and its consultants Obligated Parties or agents), accompanied by any Lender which so elects, upon reasonable advance notice and Subsidiary at reasonable times during regular business hoursand upon reasonable notice and as often as reasonably requested, and at any time when but in no event more than an Event aggregate of Default exists, to have access to, examine, audit, make extracts from or copies of, and inspect any or all of the Loan Parties’ records, files, and books of account and the Collateral, and discuss the Loan Parties’ affairs with the Loan Parties’ officers and senior management; provided that, two (i2) times per fiscal year unless an Event of Default has occurred and is continuing, (b) to make extracts from and copies of such accessfinancial records, examinations, audits (c) to conduct evaluations and inspections shall be limited to two instances appraisals of (i) the Borrowers' practices in any calendar year the computation of the Borrowing Base and (ii) all such access, examinations, audits and inspections will be at the Loan Parties’ expense. The Loan Parties will deliver to assets included in the Administrative Agent any instrument necessary for the Administrative Agent to obtain records from any service bureau maintaining records for the Loan Parties. The Administrative Agent mayBorrowing Base, and at pay the direction of the Required Lenders shall, at any time when an reasonable fees and expenses in connection therewith (except that so long as no Event of Default existsexists and is continuing, Borrowers shall only be required to reimburse Agent and at Lenders for one (1) Vessel Appraisal per year) and (d) to permit any representatives designated by the Loan Parties’ expenseAgent or any Lender to discuss the affairs, make copies of all finances and condition of the Loan Parties’ books Obligated Parties or any Subsidiary with the officers thereof and records, or require the Loan Parties independent accountants therefor. In addition to deliver such copies to the Administrative Agent. Upon reasonable request to senior management and not in limitation of the applicable Borrowerforegoing, the Administrative Agent may, without expense to the Administrative Agent, use such of the Loan Parties’ respective personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the Collateral Agent’s Liens. The Administrative Agent shall have the right, right at any timetime or times, in the Administrative Agent’s 's name or in the name of a nominee of the Administrative Agent, to verify the validity, amount, amount or any other matter relating to the Accounts, Inventory, or other any Collateral, by mail, telephone, facsimile transmission or otherwise; provided, however, in . In connection with any collateral monitoring or review and appraisal relating to the absence computation of an Event of Defaultthe Borrowing Base, the Collateral Borrowers shall make such adjustments to the Borrowing Base as the Agent agrees that it will not attempt to verify more than ten (10) Accounts each monthshall reasonably require based upon the terms of this Agreement and the results of such collateral monitoring, review or appraisal.

Maintaining Records; Access to Properties and Inspections. Maintain all financial records in accordance with the Applicable Accounting Rules GAAP and permit the Administrative Agent (and its consultants or agents)Agent, accompanied by any Lender which so elects, upon reasonable advance notice and at reasonable times during regular business hours, and at any time when an Event of Default exists, to have access to, examine, audit, make extracts from or copies of, and inspect any or all of the Loan Parties’ records, files, and books of account and the Collateral, and discuss the Loan Parties’ affairs with the Loan Parties’ officers and senior management; provided that, (i) unless an Event of Default is continuing, that such access, examinations, audits and inspections shall be limited to two instances in any calendar year and (ii) all such access, examinations, audits and inspections will be at the Loan Parties’ expense. The Loan Parties will deliver to the Administrative Agent any instrument necessary for the Administrative Agent to obtain records from any service bureau maintaining records for the Loan Parties. The Administrative Agent may, and at the direction of the Required Lenders shall, at any time when an Event of Default exists, and at the Loan Parties’ expense, make copies of all of the Loan Parties’ books and records, or require the Loan Parties to deliver such copies to the Administrative Agent. Upon reasonable request to senior management of the applicable Borrower, the Administrative Agent may, without expense to the Administrative Agent, use such of the Loan Parties’ respective personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the Collateral Agent’s Liens. The Administrative Agent shall have the right, at any time, in the Administrative Agent’s name or in the name of a nominee of the Administrative Agent, to verify the validity, amount, or any other matter relating to the Accounts, Inventory, or other Collateral, by mail, telephone, or otherwise; provided, however, in the absence of an Event of Default, the Collateral Agent agrees that it will not attempt to verify more than ten (10) Accounts each month.

Maintaining Records; Access to Properties and Inspections. Maintain all financial records in accordance with the Applicable Accounting Rules and permit Permit any Persons designated by the Administrative Agent (to visit and its consultants inspect the financial records and the properties of the Borrower or agents), accompanied by any Lender which so electsRestricted Subsidiary at reasonable times, upon reasonable advance prior written notice from the Administrative Agent to the Borrower, and at as often as reasonably requested, to make extracts from and copies of such financial records, and permit any Persons designated by the Administrative Agent, upon reasonable prior written notice from the Administrative Agent to the Borrower, to discuss the affairs, finances and condition of the Borrower or any Restricted Subsidiary with the officers thereof and independent accountants therefor (subject to such accountant’s policies and procedures); provided that the Administrative Agent may not exercise such rights more often than two times during regular business hours, and at any time when calendar year unless an Event of Default existsis continuing and only one such time will be at the Borrower’s expense; and provided, to have access tofurther, examine, audit, make extracts from or copies of, and inspect any or all of the Loan Parties’ records, files, and books of account and the Collateral, and discuss the Loan Parties’ affairs with the Loan Parties’ officers and senior management; provided that, (i) unless that when an Event of Default is continuing, such access, examinations, audits and inspections shall be limited to two instances in any calendar year and (ii) all such access, examinations, audits and inspections will be at the Loan Parties’ expense. The Loan Parties will deliver to the Administrative Agent or any instrument necessary for Lender (or any of their respective representatives or independent contractors) may do any of the Administrative Agent to obtain records from foregoing at the expense of the Borrower at any service bureau maintaining records for the Loan Partiestime during normal business hours and upon reasonable advance notice. The Administrative Agent mayand the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent accountants. Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7), 5.05 and at the direction of the Required Lenders shall5.07) or any other Loan Document, at any time when an Event of Default exists, and at the Loan Parties’ expense, make copies of all none of the Loan Parties’ books and recordsParties or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or require the Loan Parties to deliver such copies discussion of, any document, information or other matter with any Disqualified Institution or other competitor to the Administrative Agent. Upon reasonable request to senior management of the applicable Borrower, the Administrative Agent may, without expense to the Administrative Agent, use such of the Loan Parties’ respective personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the Collateral Agent’s Liens. The Administrative Agent shall have the right, at any time, in the Administrative Agent’s name or in the name of a nominee of the Administrative Agent, to verify the validity, amount, Borrower or any other matter relating of its Subsidiaries or that (1) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by law or any binding agreement, (3) is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Accounts, Inventory, Borrower or other Collateral, by mail, telephone, or otherwise; provided, however, in the absence any of an Event of Default, the Collateral Agent agrees that it will not attempt to verify more than ten (10) Accounts each monthits Subsidiaries. SECTION 5.08.

Maintaining Records; Access to Properties and Inspections. Maintain Keep proper books and records and accounts in which full, true and correct entries in conformity in all material respects with GAAP and all Requirements of Law are made of all material dealings and transactions in relation to its business and activities. Each Loan Party will permit any representatives designated by the Co-Collateral Agents (including, without limitation, any Lender desiring to accompany representatives of the Co-Collateral Agents) to visit and inspect the financial records in accordance with and the Applicable Accounting Rules and permit the Administrative Agent (and its consultants or agents), accompanied by any Lender which so elects, upon reasonable advance notice and Property of such Loan Party at reasonable times during regular normal business hours, hours with reasonable prior notice and at any time when an Event of Default exists, to have access to, examine, audit, make extracts from or and copies ofof such financial records, and inspect permit any or all of representatives designated by the Loan Parties’ records, files, and books of account and the Collateral, and Co-Collateral Agents to discuss the affairs, finances and condition of any Loan Parties’ affairs Party with the Loan Parties’ officers thereof and senior management; provided that, independent accountants therefor (i) unless other than information which is subject to an Event attorney-client privilege or would result in a breach of Default is continuing, such access, examinations, audits and inspections shall be limited to two instances in any calendar year and (ii) all such access, examinations, audits and inspections will be at the Loan Parties’ expense. The Loan Parties will deliver to the Administrative Agent any instrument necessary for the Administrative Agent to obtain records from any service bureau maintaining records for the Loan Parties. The Administrative Agent may, and at the direction a confidentiality obligation of the Required Lenders shall, at any time when an Event of Default exists, and at the Loan Parties’ expense, make copies of all of the Loan Parties’ books and records, or require the Loan Parties to deliver such copies to the Administrative Agent. Upon reasonable request to senior management of the applicable Borrower, the Administrative Agent may, without expense to the Administrative Agent, use such of the Loan Parties’ respective personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the Collateral Agent’s Liens. The Administrative Agent shall have the right, at any time, in the Administrative Agent’s name or in the name of a nominee of the Administrative Agent, to verify the validity, amount, or any other matter relating to the Accounts, Inventory, or other Collateral, by mail, telephone, or otherwisePerson); provided, however, that (x) the Borrowers shall only be required to pay the reasonable fees and out-of-pocket expenses for (i) from the Effective Date through December 31, 2010, one examination and inventory appraisal, and (ii) thereafter, two examinations and inventory appraisals per calendar year unless Excess Availability is less than the greater of (A) $25,000,000 or (B) 15% of the lesser of the Revolving Commitments of all Revolving Lenders or the Revolving Borrowing Base, in which event the absence Borrowers shall be required to pay the reasonable fees and out-of-pocket expenses for three examinations and inventory appraisals per calendar year, and (y) a representative of an Event of Defaultthe Lead Borrower shall be given the opportunity to be present for any communication with the independent accountants. In addition, the Co-Collateral Agent agrees that it will not attempt to verify more than ten Agents may undertake (10a) Accounts each monthadditional field examinations and inventory appraisals at the Borrower’s expense if a Specified Default exists, and (b) additional field examinations and inventory appraisals at the Co-Collateral Agents’ expense at any time.