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

Maintaining Records; Access to Properties and Inspections. Maintain all financial records in accordance with GAAP (including records necessary to calculate the Company’s “earnings and profits” for U.S. federal, state and local income tax purposes until the expiration of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfied, permit the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of an Event of Default, any Representative of the Holders of at least 25.0% of the Accumulated Stated Value (the “Required Holders”), to visit and inspect the financial records and the properties of the Company or any of its Subsidiaries at reasonable times, upon reasonable prior notice to the Company, and as often as reasonably requested (provided that, except upon the occurrence and during the continuance of an Event of Default, the Company shall not be required to permit more than two such visits per fiscal year) and to make extracts from and copies of such financial records, and permit the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of an Event of Default, any Representative of the Required Holders upon reasonable prior notice to the Company to discuss the affairs, finances and condition of the Company or any of its Subsidiaries or any Parent Entity with the officers thereof and independent accountants therefor (so long as the Company, any of its Subsidiaries or any Parent Entity has the opportunity to participate in any such discussions with such accountants). The exercise of the foregoing access, visitation and inspection rights shall be (i) subject to Section 1.7 and, with respect to any Required Holder or any Representative of the Required Holders, if reasonably requested by the Company, the Company’s receipt of a customary executed confidentiality agreement in form and substance reasonably acceptable to the Company, and (ii) at the sole expense of the Preferred Majority Holder or the Required Holders, as the case may be, unless, in the case of this clause (ii), an Event of Default shall have occurred and be continuing.

Maintaining Records; Access to Properties and Inspections. Maintain all financial records in a manner sufficient to permit the preparation of consolidated financial statements in accordance with GAAP (including records necessary to calculate GAAP. Upon the Company’s “earnings and profits” for U.S. federal, state and local income tax purposes until request of Administrative Agent permit any persons designated by the expiration of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfied, permit the Preferred Majority Holder and its Representatives Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Representative of the Holders of at least 25.0% of the Accumulated Stated Value (the “Required Holders”), Lender to visit and inspect the financial records and the properties of Holdings, the Company Borrower or any of its Subsidiaries at reasonable timestimes during normal business hours, upon reasonable prior notice to Holdings or the CompanyBorrower, and as often as reasonably requested (provided that, except upon the occurrence and during the continuance of an Event of Default, the Company shall not be required to permit more than two such visits per fiscal year) and to make extracts from and copies of such financial records, and permit any persons designated by the Preferred Majority Holder and its Representatives Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Representative of the Required Holders Lender upon reasonable prior notice to Holdings or the Company Borrower to discuss the affairs, finances and condition of Holdings, the Company Borrower or any of its Subsidiaries or any Parent Entity with the officers thereof and independent accountants therefor (so long as subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract); provided, that the Company, any Borrower shall have the right to have one or more of its Subsidiaries or designees present during any Parent Entity has the opportunity to participate in any such discussions with such accountants). The its independent accountants and provided, further, that the Administrative Agent shall not exercise its rights under this Section 5.07 more than two times during any calendar year absent the existence of the foregoing access, visitation and inspection rights shall be (i) subject to Section 1.7 and, with respect to any Required Holder or any Representative of the Required Holders, if reasonably requested by the Company, the Company’s receipt of a customary executed confidentiality agreement in form and substance reasonably acceptable to the Company, and (ii) at the sole expense of the Preferred Majority Holder or the Required Holders, as the case may be, unless, in the case of this clause (ii), an Event of Default and only one such time shall have be at the Borrower’s expense. So long as no Event of Default has occurred and be is continuing, the Administrative Agent agrees to use commercially reasonable efforts to coordinate and otherwise to conduct the foregoing visits and inspections so as to avoid creating unreasonable burdens upon management of the Borrower and its Subsidiaries.

Maintaining Records; Access to Properties and Inspections. Maintain all financial records in a manner sufficient to permit the preparation of consolidated financial statements in accordance with GAAP (including GAAP. Upon the request of Administrative Agent permit any persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender to visit and inspect the financial records necessary and the properties of Holdings, the Borrower or any of its Subsidiaries at reasonable times during normal business hours, upon reasonable prior notice to calculate Holdings or the Company’s “earnings Borrower, and profits” for U.S. federalas often as reasonably requested and to make extracts from and copies of such financial records, state and local income tax purposes until permit any persons designated by the expiration of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfied, permit the Preferred Majority Holder and its Representatives Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Representative of the Holders of at least 25.0% of the Accumulated Stated Value (the “Required Holders”), to visit and inspect the financial records and the properties of the Company or any of its Subsidiaries at reasonable times, Lender upon reasonable prior notice to Holdings or the Company, and as often as reasonably requested (provided that, except upon the occurrence and during the continuance of an Event of Default, the Company shall not be required to permit more than two such visits per fiscal year) and to make extracts from and copies of such financial records, and permit the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of an Event of Default, any Representative of the Required Holders upon reasonable prior notice to the Company Borrower to discuss the affairs, finances and condition of Holdings, the Company Borrower or any of its Subsidiaries or any Parent Entity with the officers thereof and independent accountants therefor (so long as subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract); provided, that the Company, any Borrower shall have the right to have one or more of its Subsidiaries or designees present during any Parent Entity has the opportunity to participate in any such discussions with such accountants). The its independent accountants and provided, further, that the Administrative Agent shall not exercise its rights under this Section 5.07 more than two times during any calendar year absent the existence of the foregoing access, visitation and inspection rights shall be (i) subject to Section 1.7 and, with respect to any Required Holder or any Representative of the Required Holders, if reasonably requested by the Company, the Company’s receipt of a customary executed confidentiality agreement in form and substance reasonably acceptable to the Company, and (ii) at the sole expense of the Preferred Majority Holder or the Required Holders, as the case may be, unless, in the case of this clause (ii), an Event of Default and only one such time shall have be at the Borrower’s expense. To the extent practicable and so long as no Event of Default has occurred and be is continuing, the Administrative Agent agrees to use commercially reasonable efforts to coordinate and otherwise to conduct the foregoing visits and inspections so as to avoid creating unreasonable burdens upon management of the Borrower and its Subsidiaries.

Maintaining Records; Access to Properties and Inspections. Maintain Keep proper books of record and account in which full, true and correct entries in conformity in all financial records in accordance material respects with GAAP and all Requirements of Law are made of all dealings and transactions in relation to its business and activities, including full, true and correct entries in conformity in all material respects with GAAP and all Requirements of Law of records of intercompany transactions (including records necessary to calculate full, true and correct entries in conformity in all material respects with GAAP and all Requirements of Law of funds received by or for the Company’s “earnings and profits” for U.S. federal, state and local income tax purposes until the expiration account of any Borrower from deposit accounts of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfied, other Companies). Each Company will permit the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of an Event of Default, any Representative of the Holders of at least 25.0% of the Accumulated Stated Value (the “Required Holders”), representatives designated by Agent or any Lender to visit and inspect the financial records and the properties property of the such Company or any of its Subsidiaries at reasonable times, upon reasonable prior notice to the Company, times during regular business hours and as often as reasonably requested (provided that, except upon the occurrence and during the continuance of an Event of Default, the Company shall not be required to permit more than two such visits per fiscal year) and to make extracts from and copies of such financial records, and permit the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of an Event of Default, any Representative of the Required Holders upon reasonable prior notice to the Company representatives designated by Agent or any Lender to discuss the affairs, finances finances, accounts and condition of the any Company or any of its Subsidiaries or any Parent Entity with the officers and employees thereof and independent accountants advisors therefor (so long as the Company, any of its Subsidiaries or any Parent Entity has the opportunity to participate in any such discussions with such including independent accountants). The exercise ; provided, however, that (x) the Loan Parties shall not be required to pay the expenses of the foregoing access, visitation more than four such visits and inspection rights shall be (i) subject to Section 1.7 and, with respect to during any Required Holder or any Representative of the Required Holders, if reasonably requested by the Company, the Company’s receipt of a customary executed confidentiality agreement in form and substance reasonably acceptable to the Company, and (ii) at the sole expense of the Preferred Majority Holder or the Required Holders, as the case may be, unless, in the case of this clause (ii), fiscal year unless an Event of Default shall have has occurred and is continuing, (y) each Lender shall at all times coordinate with any Agent the frequency and timing of any such visits and inspections so as to reasonably minimize the burden imposed on the Loan Parties and (z) a representative of Borrowers shall be continuinggiven the opportunity to be present for any communication with the independent accountants.

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

Maintaining Records; Access to Properties and Inspections. Maintain all financial records in a manner sufficient to permit the preparation of consolidated financial statements in accordance with GAAP (including records necessary to calculate GAAP. Upon the Company’s “earnings and profits” for U.S. federal, state and local income tax purposes until request of Administrative Agent permit any persons designated by the expiration of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfied, permit the Preferred Majority Holder and its Representatives Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Representative of the Holders of at least 25.0% of the Accumulated Stated Value (the “Required Holders”), Lender to visit and inspect the financial records and the properties of Holdings, the Company Borrower or any of its Subsidiaries at reasonable timestimes during normal business hours, upon reasonable prior notice to Holdings or the CompanyBorrower, and as often as reasonably requested (provided that, except upon the occurrence and during the continuance of an Event of Default, the Company shall not be required to permit more than two such visits per fiscal year) and to make extracts from and copies of such financial records, and permit any persons designated by the Preferred Majority Holder and its Representatives Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Representative of the Required Holders Lender upon reasonable prior notice to Holdings or the Company Borrower to discuss the affairs, finances and condition of Holdings, the Company Borrower or any of its Subsidiaries or any Parent Entity with the officers thereof and independent accountants therefor (so long as subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract); provided, that the Company, any Borrower shall have the right to have one or more of its Subsidiaries or designees present during any Parent Entity has the opportunity to participate in any such discussions with such accountants). The its independent accountants and provided, further, that the Administrative Agent shall not exercise its rights under this Section 5.07 more than two times during any calendar year absent the existence of the foregoing access, visitation and inspection rights shall be (i) subject to Section 1.7 and, with respect to any Required Holder or any Representative of the Required Holders, if reasonably requested by the Company, the Company’s receipt of a customary executed confidentiality agreement in form and substance reasonably acceptable to the Company, and (ii) at the sole expense of the Preferred Majority Holder or the Required Holders, as the case may be, unless, in the case of this clause (ii), an Event of Default and only one such time shall have be at the Borrower’s expense. To the extent practicable and so long as no Event of Default has occurred and be is continuing, the Administrative Agent agrees to use commercially reasonable efforts to coordinate and otherwise to conduct the foregoing visits and inspections so as to avoid creating unreasonable burdens upon management of the Borrower and its Subsidiaries.

Maintaining Records; Access to Properties and Inspections. Maintain Keep proper books of record and account in which full, true and correct entries in all financial records material respects in accordance conformity with GAAP (including records necessary to calculate the Company’s “earnings GAAP. The Borrowers and profits” for U.S. federaleach Restricted Subsidiary will, state and local income tax purposes until the expiration will cause each of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfiedits subsidiaries to, permit any representatives designated by the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of an Event of Default, any Representative of the Holders of at least 25.0% of the Accumulated Stated Value (the “Required Holders”), Administrative Agent in writing to visit and inspect the financial records and the properties of such person from time to time (but in the Company or any of its Subsidiaries at reasonable times, upon reasonable prior notice to the Company, and as often as reasonably requested (provided that, except upon the occurrence and during the continuance absence of an Event of Default, the Company shall not be required to permit no more often than two such visits per fiscal once during any calendar year) upon prior reasonable notice and at such reasonable times during normal business hours as shall be agreed to and to make extracts from and copies of such financial records, and permit any representatives designated by the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of an Event of Default, Administrative Agent or any Representative of the Required Holders upon reasonable prior notice to the Company Lender to discuss the affairs, finances and condition of the Company or any of its Subsidiaries or any Parent Entity such person with the officers thereof and independent accountants therefor (so long as the Company, any provided that a representative of its Subsidiaries or any Parent Entity has each Borrower is given the opportunity to participate in any such discussions with such accountants). The exercise be present) independent accountants therefor, all at the cost of the foregoing access, visitation and inspection rights Borrowers (which amounts shall be reasonable); provided that except during the existence of an Event of Default, the Borrowers shall not be responsible for the costs of more than one visit per calendar year. Notwithstanding anything to the contrary in this Section 5.07, none of the Borrowers or any of their Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding agreement or (b) is subject to attorney-client or similar privilege or constitutes attorney work product; provided that, in the event that the Borrowers or any of their Restricted Subsidiaries do not provide information that otherwise would be required to be provided hereunder in reliance on such exception, then the Borrowers shall use commercially reasonable efforts to (i) subject to Section 1.7 and, with respect to any Required Holder or any Representative of the Required Holders, if reasonably requested by the Company, the Company’s receipt of a customary executed confidentiality agreement in form and substance reasonably acceptable provide notice to the CompanyAdministrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege) and (ii) at communicate, to the sole expense of extent permitted, the Preferred Majority Holder or the Required Holders, as the case may be, unless, applicable information in the case of this clause (ii), an Event of Default shall have occurred a way that would not violate such restrictions and be continuingto eliminate such restrictions.

Maintaining Records; Access to Properties and Inspections. Maintain all financial records in accordance with GAAP (including records necessary to calculate and permit any representatives designated by the Company’s “earnings and profits” for U.S. federal, state and local income tax purposes until the expiration of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfied, permit the Preferred Majority Holder and its Representatives or, Agent or any Lender upon the occurrence and during the continuance of an Event of Default, any Representative of the Holders of at least 25.0% of the Accumulated Stated Value (the “Required Holders”), reasonable notice to visit and inspect the financial records and the properties of the Company Borrower or any of its Subsidiaries the other Loan Parties (such visits and inspections to be at the sole cost and expense of the Agent or such Lender, so long as an Event of Default is not existing) and to inspect their financial and business records (except records and documents subject to the attorney-client privilege and the work product doctrine) and make extracts therefrom and copies thereof, all at reasonable times, upon reasonable prior notice times and in a manner so as not to unreasonably disrupt the Company, operations of the Borrower or the other Loan Parties and as often as reasonably requested (provided that, except upon the occurrence and during the continuance of an Event of Default, the Company shall not be required to permit more than two such visits per fiscal year) and to make extracts from and copies of such financial recordsrequested, and permit the Preferred Majority Holder and its Representatives or, upon Agent or any Lender or any representatives designated by the occurrence and during the continuance of an Event of Default, Agent or any Representative of the Required Holders Lender upon reasonable prior notice to the Company to discuss the affairs, finances and condition of the Company Borrower or any of its Subsidiaries or any Parent Entity the other Loan Parties with the officers thereof and independent accountants therefor (so long as the Companytherefor; provided, any of its Subsidiaries or any Parent Entity has the opportunity to participate in any such discussions with such accountants). The exercise of the foregoing accesshowever, visitation and inspection rights shall be that (i) subject to Section 1.7 and, with respect to any Required Holder representatives designated by the Agent or any Representative Lender shall be in the business of the Required Holders, if reasonably requested acting as crisis managers or business consultants and shall be bound by the Company, same or similar internal policies with regard to confidential information as is the Company’s receipt of a customary executed confidentiality agreement in form and substance reasonably acceptable to the Company, Agent or such Lender and (ii) at the sole expense Agent or any Lender or any representatives designated by the Agent or any Lender shall not discuss the affairs, finances and condition of the Preferred Majority Holder Borrower or any of the other Loan Parties with the Borrower's independent accountants unless and until the Agent or such Lender determines in its reasonable discretion that discussions directly with the Borrower or the Required Holdersofficers of the Borrower have failed to satisfy the inquiries of the Agent or such Lender or its representatives. Not in limitation of the foregoing, as the case may beBorrower shall, unlessand shall cause each of the other Loan Parties to, in keep complete, accurate and detailed financial records with respect to all amounts of all Loans made available to any of the case Subsidiaries by way of this clause (ii), an Event of Default shall have occurred and be continuingloans.

Maintaining Records; Access to Properties and Inspections. Maintain Keep proper books and records and accounts in which full, true and correct entries in conformity in all financial records in accordance material respects with GAAP and all Requirements of Law are made of all material dealings and transactions in relation to its business and activities. Each Loan Party will permit any representatives designated by the Administrative Agent (including records necessary including, without limitation, any Lender desiring to calculate the Company’s “earnings and profits” for U.S. federal, state and local income tax purposes until the expiration accompany representatives of the applicable statute of limitationsAdministrative Agent) and, so long as the Minimum Hold Condition is satisfied, permit the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of an Event of Default, any Representative of the Holders of at least 25.0% of the Accumulated Stated Value (the “Required Holders”), to visit and inspect the financial records and the properties Property of the Company or any of its Subsidiaries such Loan Party at reasonable times, upon times during normal business hours with reasonable prior notice to the Company, and as often as reasonably requested (provided that, except upon the occurrence and during the continuance of an Event of Default, the Company shall not be required to permit more than two such visits per fiscal year) and to make extracts from and copies of such financial records, and permit any representatives designated by the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of an Event of Default, any Representative of the Required Holders upon reasonable prior notice to the Company Administrative Agent to discuss the affairs, finances and condition of the Company or any of its Subsidiaries or any Parent Entity Loan Party with the officers thereof and independent accountants therefor (so long as other than information which is subject to an attorney-client privilege or would result in a breach of a confidentiality obligation of the CompanyLoan Parties to any other Person); provided, however, that (x) no more than one such inspection shall occur during any fiscal year unless Excess Availability is less than $45,000,000 at the end of its Subsidiaries any fiscal month, in which event no more than two such inspections may occur, in the Collateral Agent’s reasonable discretion, during any fiscal year at the Borrowers’ expense, (2) unless Excess Availability is less than $20,000,000 at the end of any fiscal month, in which event no more than three such inspections may occur, in the Collateral Agent’s reasonable discretion, during any fiscal year at the Borrowers’ expense, or any Parent Entity has (3) following the occurrence and during the continuation of an Event of Default, more frequently at Collateral Agent’s reasonable request and at the expense of the Borrowers (in which event there shall be no limitation on inspections), and (y) a representative of the Lead Borrower shall be given the opportunity to participate in be present for any such discussions communication with such the independent accountants). The exercise of the foregoing access, visitation and inspection rights shall be (i) subject to Section 1.7 and, with respect to any Required Holder or any Representative of the Required Holders, if reasonably requested by the Company, the Company’s receipt of a customary executed confidentiality agreement in form and substance reasonably acceptable to the Company, and (ii) at the sole expense of the Preferred Majority Holder or the Required Holders, as the case may be, unless, in the case of this clause (ii), an Event of Default shall have occurred and be continuing.

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

Maintaining Records; Access to Properties and Inspections. Maintain all financial records in accordance with GAAP (including records necessary to calculate and permit any representatives designated by the Company’s “earnings and profits” for U.S. federal, state and local income tax purposes until the expiration of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfied, permit the Preferred Majority Holder and its Representatives or, Agent or any Lender upon the occurrence and during the continuance of an Event of Default, any Representative of the Holders of at least 25.0% of the Accumulated Stated Value (the “Required Holders”), reasonable notice to visit and inspect the financial records and the properties of the Company Borrower or any of its Subsidiaries the other Loan Parties (such visits and inspections to be at the sole cost and expense of the Agent or such Lender, so long as an Event of Default is not existing) and to inspect their financial and business records (except records and documents subject to the attorney-client privilege and the work product doctrine) and to make extracts therefrom and copies thereof, all at reasonable times, upon reasonable prior notice times and in a manner so as not to unreasonably disrupt the Company, operations of the Borrower or the other Loan Parties and as often as reasonably requested (provided that, except upon the occurrence and during the continuance of an Event of Default, the Company shall not be required to permit more than two such visits per fiscal year) and to make extracts from and copies of such financial recordsrequested, and permit the Preferred Majority Holder and its Representatives or, upon Agent or any Lender or any representatives designated by the occurrence and during the continuance of an Event of Default, Agent or any Representative of the Required Holders Lender upon reasonable prior notice to the Company to discuss the affairs, finances and condition of the Company Borrower or any of its Subsidiaries or any Parent Entity the other Loan Parties with the officers thereof and independent accountants therefor (so long as the Companytherefor; provided, any of its Subsidiaries or any Parent Entity has the opportunity to participate in any such discussions with such accountants). The exercise of the foregoing accesshowever, visitation and inspection rights shall be that (i) subject to Section 1.7 and, with respect to any Required Holder representatives designated by the Agent or any Representative Lender shall be in the business of the Required Holders, if reasonably requested acting as crisis managers or business consultants and shall be bound by the Company, same or similar internal policies with regard to confidential information as is the Company’s receipt of a customary executed confidentiality agreement in form and substance reasonably acceptable to the Company, Agent or such Lender and (ii) at the sole expense Agent or any Lender or any representatives designated by the Agent or any Lender shall not discuss the affairs, finances and condition of the Preferred Majority Holder Borrower or any of the other Loan Parties with the Borrower's independent accountants unless and until the Agent or such Lender determines in its reasonable discretion that discussions directly with the Borrower or the Required Holdersofficers of the Borrower have failed to satisfy the inquiries of the Agent or such Lender or its representatives. Not in limitation of the foregoing, as the case may beBorrower shall, unlessand shall cause each of the other Loan Parties to, in keep complete, accurate and detailed financial records with respect to all amounts of all Loans made available to any of the case Subsidiaries by way of this clause (ii), an Event of Default shall have occurred and be continuingloans.

Maintaining Records; Access to Properties and Inspections. Maintain Keep proper books of record that are true and correct in all material respects and maintain a system of accounting that enables Holdings and the Borrower to produce financial records statements in accordance with GAAP (including records necessary or such other accounting principles as may be consented to calculate by the Company’s “earnings Administrative Agent. Holdings and profits” for U.S. federalthe Borrower shall, state and local income tax purposes until the expiration shall cause each of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfiedSubsidiaries to, permit any representatives designated by the Preferred Majority Holder Administrative Agent to visit and its Representatives or, upon inspect the occurrence financial records (other than the fee letter related to the Revolving Loans) and the properties of such Person at reasonable times up to one time during any twelve consecutive month period (but without such frequency limit during the continuance of an Event of Default, any Representative of the Holders of at least 25.0% of the Accumulated Stated Value (the “Required Holders”), to visit and inspect the financial records and the properties of the Company or any of its Subsidiaries at reasonable times, upon ) following reasonable prior written notice to the Company, and as often as reasonably requested (provided that, except upon the occurrence and during the continuance of an Event of Default, the Company shall not be required to permit more than two such visits per fiscal year) and to make extracts from and copies of such financial records, and permit any representatives designated by the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of an Event of Default, any Representative of the Required Holders upon reasonable prior notice to the Company Administrative Agent to discuss the affairs, finances and financial condition of the Company or any of its Subsidiaries or any Parent Entity such Person with the officers thereof and independent accountants therefor therefor; provided that (so long as a) the Company, any of Administrative Agent shall give the Borrower and the Sponsor an opportunity for its Subsidiaries or any Parent Entity has the opportunity representatives to participate in any such discussions with such accountants). The exercise of the foregoing access, visitation and inspection rights shall be (i) subject to Section 1.7 and, with respect to any Required Holder or any Representative of the Required Holders, if reasonably requested by the Company, the Company’s receipt of a customary executed confidentiality agreement in form and substance reasonably acceptable to the Company, and (iib) at the sole expense of the Preferred Majority Holder or the Required Holders, so long as the case may be, unless, in the case of this clause (ii), an no Event of Default shall have has occurred and be is then continuing, the Borrower and the other Loan Parties shall not bear the cost of more than one such visit or inspection (combined) per any twelve consecutive month period by the Administrative Agent and Lenders (and their respective representatives and other Related Parties). [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.

Maintaining Records; Access to Properties and Inspections. Maintain all financial records in a manner sufficient to permit the preparation of consolidated financial statements in accordance with International GAAP (including records necessary to calculate the Company’s “earnings and profits” for or U.S. federalGAAP, state and local income tax purposes until the expiration of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfied, case may be. Upon the request of Administrative Agent permit any persons designated by the Preferred Majority Holder and its Representatives Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Representative of the Holders of at least 25.0% of the Accumulated Stated Value (the “Required Holders”), Lender to visit and inspect the financial records and the properties of Holdings, the Company or any of its Subsidiaries at reasonable timestimes during normal business hours, upon reasonable at least three Business Days’ prior notice to the Company, and as often as reasonably requested (provided that, except upon the occurrence and during the continuance of an Event of Default, Holdings or the Company shall not be required to permit more than two such visits per fiscal year(unless they otherwise consent) and upon reasonable request to make extracts from and copies of such financial records, and permit any persons designated by the Preferred Majority Holder and its Representatives Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Representative of the Required Holders Lender upon reasonable prior notice to Holdings or the Company to discuss the affairs, finances and condition of Holdings, the Company or any of its Subsidiaries or any Parent Entity with the officers thereof and independent accountants therefor (so long as subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract); provided, that the Company, any Company shall have the right to have one or more of its Subsidiaries or designees present during any Parent Entity has the opportunity to participate in any such discussions with such accountants). The its independent accountants and provided, further, that the Administrative Agent shall not exercise its rights under this Section 5.07 more than once during any calendar year absent the existence of the foregoing access, visitation and inspection rights shall be (i) subject to Section 1.7 and, with respect to any Required Holder or any Representative of the Required Holders, if reasonably requested by the Company, the Company’s receipt of a customary executed confidentiality agreement in form and substance reasonably acceptable to the Company, and (ii) at the sole expense of the Preferred Majority Holder or the Required Holders, as the case may be, unless, in the case of this clause (ii), an Event of Default and such one time shall have be at the Company’s expense. To the extent practicable and so long as no Event of Default has occurred and be is continuing, the Administrative Agent agrees to use commercially reasonable efforts to coordinate and otherwise to conduct the foregoing visits and inspections so as to avoid creating unreasonable burdens upon management of the Company and its Subsidiaries.

Maintaining Records; Access to Properties and Inspections. Maintain all financial records in a manner sufficient to permit the preparation of consolidated financial statements in accordance with GAAP (including records necessary to calculate GAAP. Upon the Company’s “earnings and profits” for U.S. federal, state and local income tax purposes until the expiration request of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfiedAdministrative Agent, permit any persons designated by the Preferred Majority Holder and its Representatives orAdministrative Agent (who may, upon the occurrence and during the continuance of an Event of Default, be accompanied by any Representative of the Holders of at least 25.0% of the Accumulated Stated Value (the “Required Holders”), Lender) to visit and inspect the financial records and the properties of Parent, the Company Borrowers or any of its their Subsidiaries at reasonable timestimes during normal business hours, upon reasonable prior notice to Parent or the CompanyLead Borrower, and as often as reasonably requested (provided that, except upon the occurrence and during the continuance of an Event of Default, the Company shall not be required to permit more than two such visits per fiscal year) and to make extracts from and copies of such financial records, and permit any persons designated by the Preferred Majority Holder and its Representatives orAdministrative Agent (who may, upon the occurrence and during the continuance of an Event of Default, be accompanied by any Representative of the Required Holders Lender) upon reasonable prior notice to Parent or the Company Lead Borrower to discuss the affairs, finances and condition of Parent, the Company Borrowers or any of its their Subsidiaries or any Parent Entity with the officers thereof and independent accountants therefor (so long as subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract); provided, that the Company, any Borrowers shall have the right to have one or more of its Subsidiaries or designees present during any Parent Entity has the opportunity to participate in any such discussions with such accountants). The its independent accountants and provided, further, that the Administrative Agent shall not exercise its rights under this Section 5.07 more than once during any calendar year absent the existence of the foregoing access, visitation and inspection rights shall be (i) subject to Section 1.7 and, with respect to any Required Holder or any Representative of the Required Holders, if reasonably requested by the Company, the Company’s receipt of a customary executed confidentiality agreement in form and substance reasonably acceptable to the Company, and (ii) at the sole expense of the Preferred Majority Holder or the Required Holders, as the case may be, unless, in the case of this clause (ii), an Event of Default. So long as no Event of Default shall have has occurred and be is continuing, the Administrative Agent agrees to use commercially reasonable efforts to coordinate and otherwise to conduct the foregoing visits and inspections so as to avoid creating unreasonable burdens upon management of the Borrowers and their Subsidiaries.

Maintaining Records; Access to Properties and Inspections. Maintain all financial records Keep proper books of record and account in accordance which proper entries in conformity with GAAP (including records necessary and all requirements of law are made of all dealings and transactions in relation to calculate the Company’s “earnings its business and profits” for U.S. federalactivities; permit, state and local income tax purposes until the expiration will cause each of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfied, permit the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of an Event of DefaultSubsidiaries to permit, any Representative of representatives designated by the Holders of at least 25.0% of the Accumulated Stated Value (the “Required Holders”), Investors to visit and inspect the financial records and the properties of the Company or any of its Subsidiaries Subsidiary at reasonable times, upon reasonable prior notice to the Company, times and as often as reasonably requested (provided thatrequested, except upon the occurrence and during the continuance of an Event of Default, the Company shall not be required to permit more than two such visits per fiscal year) and to make extracts from and copies of such financial records, and permit the Preferred Majority Holder and its Representatives or, upon the occurrence and during the continuance of an Event of Default, any Representative of the Required Holders upon reasonable prior notice to the Company representatives designated by any such Investor to discuss the affairs, finances and condition of the Company or any of its Subsidiaries or any Parent Entity Subsidiary with the officers thereof and independent accountants therefor (so long as with representatives of the Company being given reasonable opportunity to be present unless an Event of Default or Default has occurred and is continuing), subject in all cases to any confidentiality restrictions that may be applicable to the Company and to any confidentiality restrictions that the Company reasonably imposes on the Persons receiving such information; provided, however, that notwithstanding the provisions of Section 12.5, any Investor for whose benefit such inspection and visitation is made acknowledges that in connection with such inspection and visitation, none of the Company, its Affiliates and their respective officers, directors, employees and agents (the "COMPANY PARTIES") shall have any responsibility for the condition of any operational property of the Company or its Subsidiaries so visited and inspected, the access and egress thereto, and any vice or defect therein or thereon, and assumes all responsibility for and hereby releases and indemnifies the Company Parties against any claim for damage or injury to such Investor (or the representatives thereof) (other than any claim for damage or injury arising out of the gross negligence or willful misconduct of any Company Party); provided, further, that neither the Company nor any of its Subsidiaries shall be required to disclose to any Investor or any Parent Entity has agents or representatives thereof any information which is the subject of attorney-client privilege or attorney's work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information; and provided, further, that the Company will use commercially reasonable efforts to furnish such information (excluding information covered by confidentiality restrictions in agreements relating to seismic, geologic or geophysical data or similar technical and business matters relating to the exploration for oil and gas), which requirement shall be satisfied if the Investor is offered the opportunity to participate in review such confidential information by executing or otherwise becoming a party 41 51 to the confidentiality restrictions on substantially the same terms (including any such discussions with such accountants). The exercise of the foregoing access, visitation and inspection rights shall be (istandstill provisions) subject to Section 1.7 and, with respect to any Required Holder or any Representative of the Required Holders, if reasonably requested by the Company, the Company’s receipt of a customary executed confidentiality agreement in form and substance reasonably acceptable as are applicable to the Company, and (ii) at the sole expense of the Preferred Majority Holder or the Required Holders, as the case may be, unless, in the case of this clause (ii), an Event of Default shall have occurred and be continuing.

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

Maintaining Records; Access to Properties and Inspections. (a) Maintain all financial records in accordance with GAAP (including records necessary to calculate the Company’s “earnings and profits” for U.S. federal, state and local income tax purposes until the expiration of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfied, permit the Preferred Majority Holder and its Representatives Administrative Agent (or any Persons designated thereby) or, upon the occurrence and during the continuance continuation of an Event of Default, any Representative of the Holders of at least 25.0% of the Accumulated Stated Value (the “Required Holders”)Lender, to visit and inspect the financial records and the properties of the Company Borrower or any of its Restricted Subsidiaries at reasonable timesmutually agreed times during normal business hours, upon at least three (3) Business Days prior notice to the Borrower or, if an Event of Default has occurred and is continuing, upon reasonable prior notice to the CompanyBorrower, and as often as reasonably requested (provided that, except upon the occurrence and during the continuance of an but in no event more than once per fiscal quarter so long as no Event of DefaultDefault is continuing, the Company shall not be required to permit more than two such visits per fiscal year) and to make extracts from and copies of such financial recordsrecords (subject to compliance with copyright laws), and permit the Preferred Majority Holder and its Representatives Administrative Agent (or Persons designated thereby) or, upon the occurrence and during the continuance continuation of an Event of Default, any Representative of the Required Holders Lender or any Issuing Bank, upon reasonable prior notice to the Company Borrower to discuss the affairs, finances and condition of the Company Borrower or any of its Restricted Subsidiaries or any Parent Entity with the officers thereof, or the general partner, managing member or sole member thereof (subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract); provided, that, during any calendar year absent the occurrence and independent accountants therefor (so long as continuation of an Event of Default, only one visit by the Company, any Administrative Agent for reasonable expenses of its Subsidiaries or any Parent Entity has the opportunity to participate in any such discussions with such accountants). The exercise a reasonable number of the foregoing access, visitation and inspection rights people shall be (i) subject to Section 1.7 and, with respect to any Required Holder or any Representative of the Required Holders, if reasonably requested by the Company, the Company’s receipt of a customary executed confidentiality agreement in form and substance reasonably acceptable to the Company, and (ii) at the sole expense of the Preferred Majority Holder or the Required HoldersBorrower’s expense; provided, as the case may befurther, unless, in the case of this clause (ii), that when an Event of Default exists, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrower provided that the exercise of rights under this Section shall have occurred and be continuingnot unreasonably interfere with the business of the Borrower or any of its Restricted Subsidiaries.

Maintaining Records; Access to Properties and Inspections. Maintain all financial records in accordance with GAAP (including records necessary to calculate GAAP, as applicable, and permit any persons designated by the Company’s “earnings and profits” for U.S. federal, state and local income tax purposes until the expiration of the applicable statute of limitations) and, so long as the Minimum Hold Condition is satisfied, permit the Preferred Majority Holder and its Representatives Agents or, upon the occurrence and during the continuance of an Event of Default, any Representative of the Holders of at least 25.0% of the Accumulated Stated Value (the “Required Holders”)Lender, subject to reasonable security and safety restrictions, to visit and inspect the financial records and the properties of the Company Holdings or any of its the Subsidiaries at reasonable times, upon reasonable prior notice to the CompanyHoldings or any Borrower, and as often as reasonably requested (provided that, except upon the occurrence and during the continuance of an Event of Default, the Company shall not be required to permit more than two such visits per fiscal year) and to make extracts from and copies of such financial records, and permit any persons designated by the Preferred Majority Holder and its Representatives Agents or, upon the occurrence and during the continuance of an Event of Default, any Representative of the Required Holders Lender upon reasonable prior notice to the Company Holdings or any Borrower to discuss the affairs, finances and condition of the Company Holdings or any of its the Subsidiaries or any Parent Entity with the officers thereof and (subject to a senior officer of the respective company or a parent thereof being present) independent accountants therefor (so long subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract).Holdings will, and will cause each of the Restricted Subsidiaries to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings and such Restricted Subsidiary, as the Companycase may be. Holdings will, and will cause each of the Restricted Subsidiaries to, permit representatives and independent contractors of the Administrative Agent and the Required Lenders to visit and inspect any of its Subsidiaries properties (to the extent it is within such Person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Canadian Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Canadian Borrower (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Required Lenders under this Section 5.07, and the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default at the Canadian Borrower’s expense; and provided, further, that when an Event of Default exists, the Administrative Agent or the Required Lenders (or any Parent Entity has of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Canadian Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Canadian Borrower the opportunity to participate in any such discussions with such the Canadian Borrower’s independent public accountants). The exercise Notwithstanding anything to the contrary in Section 5.04 or this Section 5.07, none of Holdings or any Restricted Subsidiary will be required to disclose, permit the foregoing accessinspection, visitation and inspection rights shall be examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) subject to Section 1.7 andthat constitutes non-financial trade secrets or non-financial proprietary information, with respect to any Required Holder or any Representative of the Required Holders, if reasonably requested by the Company, the Company’s receipt of a customary executed confidentiality agreement in form and substance reasonably acceptable to the Company, and (ii) at the sole expense in respect of the Preferred Majority Holder which disclosure to any Agent or the Required Holders, as the case may be, unless, in the case of this clause any Lender (ii), an Event of Default shall have occurred and be continuingor their respective representatives or contractors) is prohibited by Applicable Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.