Examinations. Prior to the date of this Agreement, the Ceding Company has made available to the Reinsurer copies of all material examination reports and market conduct reports of any Governmental Entity to the extent relating to the Reinsured Policies received by it on or after ​. All material deficiencies or violations noted in such examination reports have been cured or resolved to the satisfaction of the applicable Governmental Entity.

Field Examinations. ​ shall pay to ​ promptly at the conclusion of any collateral evaluation performed by or for the benefit of ​ (namely any field examination, collateral analysis or other business analysis, the need for which is to be determined by ​ and which evaluation is undertaken by ​ or for ​'s benefit) a collateral evaluation fee in an amount equal to ​ (or such other amount customarily charged by ​ to its customers) per day for each person employed to perform such evaluation, plus a per examination manager review fee (whether such examination is performed by ​'s employees or by a third party retained by ​) in the amount of ​ (or such other amount customarily charged by ​ to its customers), plus all costs and disbursements incurred by ​ in the performance of such examination or analysis, and further provided that if third parties are retained to perform such collateral evaluations, either at the request of another ​ or for extenuating reasons determined by ​ in its Permitted Discretion, then such fees charged by such third parties plus all costs and disbursements incurred by such third party, shall be the responsibility of ​ and shall not be subject to the foregoing limits. So long as no Event of Default exists, ​ shall only be obligated to pay or reimburse ​ for up to three (3) field examinations in any calendar year.

Government Examinations. Except for routine examinations conducted by any Governmental Authority in the regular course of the business of the Permal Entities or as disclosed on [Section 5.12(c)] of the Permal Disclosure Schedule, # no Governmental Authority has initiated any Action (or no such Action into the business or operations of the Permal Entities is ongoing, unresolved or, to the Knowledge of the Permal Contributor, threatened by any Governmental Authority) against any Permal Entity, its officers, directors, partners or employees and # none of the Permal Entities or any of their Affiliates has received at any time in the past five (5) years any notice, deficiency letter or communication # of any unresolved violation or exception by any Governmental Authority with respect to any report or statement by any Governmental Authority relating to any examination of the Permal Entities or # restricting or disqualifying their activities (except for restrictions generally imposed by Law or administrative policy on similarly regulated Persons generally).

Collateral Field Examinations; Appraisals. [Section 5.13] of the Credit Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

Section # Borrowing Base Certificate 125Certificates; Appraisals; Field Examinations 122

Lender shall have the right, at its sole discretion, to perform annual field examinations of Borrower’s books, and records, including a field examination following the Closing Date. Borrower agrees to reimburse Lender for the cost of such annual field examinations. The actions described in this paragraph may be performed by employees of Lender or by independent appraisers.

Except as set forth on [Schedule 5.15(d)], no federal, state, local or foreign audits, examinations, investigations or other administrative proceedings (such audits, examinations, investigations and other administrative proceedings referred to collectively as “Audits”) or court proceedings are presently pending with regard to any Taxes or Tax Returns filed by or on behalf of a Subject Company.

The Company will take all reasonable steps to ensure that all examinations, tests and their results concerning you remain confidential.

The Company shall engage an independent qualified public accountant to conduct such examinations and to express such opinions as may be required by [section 103(a)(3)] of ERISA. The Company in its discretion may remove and discharge the person so engaged, but in such case it shall appoint a successor independent qualified public accountant to perform such examinations and to express such opinions.

expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that Agent or other party performing any examination will inspect only specific information regarding Borrower and will rely significantly upon the books of Borrower and the other Loan Parties, as well as on representations of Borrower’s personnel,

Medical Examination Benefit. During the Term, the Executive shall be entitled to reimbursement for actual costs incurred, up to ​ per calendar year, for an annual physical and related medical examinations.

field examinations and the preparation of Reports based on the fees charged by a third party retained by the Lender or the internally allocated fees for each Person employed by the Lender with respect to each field examination;

The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or Unmatured Default as of the date of this Certificate, except as set forth below.

provided that appraisals and field examinations of assets acquired in connection with a Permitted Acquisition shall not count toward the number of appraisals and field examinations specified above in this [Section 6.10(b)]. With respect to Acquired Inventory and Acquired Accounts, as long as the Administrative Agent has received reasonable prior notice of a relevant Permitted Acquisition and the Borrower Parties reasonably cooperate (and cause the Person being acquired to reasonably cooperate) with the Administrative Agent, the Administrative Agent shall use commercially reasonable efforts to complete such due diligence and a related appraisal on or prior to such Person becoming a Borrower Party or the closing date of such Permitted Acquisition.

as part of normal reporting or review procedures to, or examinations by, Governmental Authorities or any bank accountants or auditors or any governmental or regulatory authority exercising examination or regulatory authority, in which case (except with respect to any audit or examination

total consolidated tax expenses, including taxes based on income, profits or capital, and federal, state, local, value-added, land, border, sales, franchise and similar taxes and foreign withholding taxes, paid or accrued during such period, including penalties and interest related to such taxes or arising from any tax examinations;

“Report” means reports prepared by the Lender or another Person showing the results of appraisals, field examinations or audits pertaining to the Borrower’s assets from information furnished by or on behalf of the Borrower, after the Lender has exercised its rights of inspection pursuant to this Agreement.

Investigations. To the extent permitted by applicable Law, the ​ shall promptly notify the ​ in writing of material investigations of the ​ conducted by any Governmental Entity commencing after the date hereof, other than # state insurance department examinations, investigations, proceedings or inquiries that do not specifically relate to the business reinsured pursuant to this Agreement, or # such examinations, investigations, proceedings or inquiries that would not reasonably be expected to adversely affect the performance by the ​ of its obligations under this Agreement and the Trust Agreement; provided, that the ​ may withhold any notice otherwise required to be delivered pursuant to this [Section 16.04(a)] to the extent that the delivery thereof to the ​

expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that Agent or other party performing any examination will inspect only specific information regarding Borrower and will rely significantly upon the books of Borrower and the other Loan Parties, as well as on representations of Borrower’s personnel,

“Patent Rights” means # patent applications’, # any patents issuing from such patent applications (including certificates of invention); # all patents and patent applications based on, corresponding to or claiming the priority date(s) of any of the foregoing; and # any substitutions, extensions (including supplemental protection certificates), registrations, confirmations, reissues, divisionals, continuations, continuations-in-part, re-examinations, renewals and foreign counterparts thereof.