by Lenders; Other Reports and Information119

Examinations. Seller has not initiated any review or audit pursuant to [Section 3.6.5] of the License Agreement.

Loan Parties agree that Agent (and their respective agents, representatives and consultants) shall be permitted to conduct from time to time field examinations with respect to the assets included in the Borrowing Base (and related assets); provided, that, Agent shall be permitted to conduct one field examination at the expense of the Loan Parties in any 12 month period; provided further, that # if at any time during any such 12 month period, Borrowers have Excess Availability of less than the greater of # $8,000,00012,000,000, and # 17.5% of the Line Cap, there shall be one additional field examination permitted during such 12 month period at the expense of Borrowers, and # during the existence and continuance of an Event of Default, there shall be no limit on the number of additional field examinations at the expense of the Loan Parties. Neither Agent nor any Lender shall have any duty to any Loan Party to make any inspection, nor to share any results of any inspection or report with any Loan Party. Each Loan Party acknowledges that all inspections and reports are prepared by Agent and the Lenders for their purposes and Loan Parties shall not be entitled to rely upon them. Any field examinations conducted in connection with a Permitted Acquisition shall be in addition to any field examinations under this Section 4.21.

Tax Examinations. The IRS has examined (or is foreclosed from examining by applicable statutes) the federal income tax returns of any of the Company’s, the Borrower’s or its Subsidiaries’ predecessors in interest with respect to the Projects for all tax periods prior to and including the taxable year ending December 31, 2009 and the appropriate state Governmental Authority in each state in which the Company’s, the Borrower’s or its Subsidiaries’ predecessors in interest with respect to the Projects were required to file state income tax returns has examined (or is foreclosed from examining by applicable statutes) the state income tax returns of any of such Persons with respect to the Projects for all tax periods prior to and including the taxable year ending December 31, 2009. All deficiencies which have been asserted against such Persons as a result of any federal, state, local or foreign tax examination for each taxable year in respect of which an examination has been conducted have been fully paid or finally settled or are being contested in good faith, and no issue has been raised in any such examination which, by application of similar principles, reasonably can be expected to result in assertion of a material deficiency for any other year not so examined which has not been reserved for in the financial statements of such Persons to the extent, if any, required by GAAP. No such Person has taken any reporting positions for which it does not have a reasonable basis nor anticipates any further material tax liability with respect to the years which have not been closed pursuant to applicable law.

SECTION # Field Examinations

Examinations. GSK has not initiated any review or audit pursuant to [Section 3.5.3] of the GSK Agreement.

Examinations/Communications. Lender’s examinations, inspections, or receipt of information pertaining to the matters set forth in the Loan Documents shall not in any way be deemed to reduce the full scope and protection of the Loan Documents or the obligations of each Obligor related to the Loan Documents. Lender shall have no duty or obligation of any nature to make any investigation, inspection or review regarding any Collateral at any time, with any such investigation that is undertaken being solely for the benefit of Lender.

Regulatory Examinations During Trials. During any Trials, the Vessel may be examined or inspected by the Regulatory Authorities, Builder and Owner.

Examinations. Penn has not initiated any review or audit pursuant to [Section 4.4] of the Penn Agreement.

Seller may, and if requested in writing by the Required Royalty Party, shall, cause an independent firm of accountants to conduct a review or audit of the Licensee’s records and books of account with respect to the Purchased Receivables pursuant to [Section 3.6.5] of the License Agreement; provided, however, that the Required Royalty Party shall not be entitled to request such an examination # more frequently than ​ or # if such an examination would contravene the provisions of [Section 3.6.5] of the License Agreement. All of the costs and expenses of any such review or audit (including the fees and expenses of any independent firm of accountants) that would otherwise be borne by Seller pursuant to the License Agreement shall instead be borne (as such costs and expenses are incurred) by Purchaser.