Common use of Inspection of Property; Books and Records; Discussions Clause in Contracts

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower and its Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower and its Significant Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety safety, security and securityconfidentiality; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives Person any information the disclosure of which is prohibited by applicable law or binding agreement or subject to the attorney-client privilege or attorney workconstitutes attorney-work product privilege properly asserted by or constitutes non-financial trade secrets or non-financial proprietary information so long as (x) such confidentiality obligation was not entered into in contemplation hereof and (y) the applicable Person Borrower provides such Lender with notice that information is being withheld due to prevent the loss existence of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesobligation.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries entries, in all material respects in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent (b) unless a Default or or, if an Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (iany Lender) permit representatives of any Lender to visit and inspect any of its properties the properties, and examine and make abstracts from any of its the books and records records, of the Borrower or, solely during the existence of an Event of Default, any Subsidiary of the Borrower at any reasonable time and upon at least three (3) days’ prior notice or such lesser period of time as may be acceptable to the Borrower or, solely during the existence of an Event of Default, the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower and or, solely during the existence of an Event of Default, any of its Significant Subsidiaries with officers and employees of the Borrower or such Subsidiary, as the case may be, and with its Significant Subsidiaries independent certified public accountants; provided that, (i) excluding any such visits and inspections which occur during the continuation of an Event of Default, only one such visit and inspection may be conducted during any calendar year and (ii) use commercially reasonable efforts to provide for excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders (in the presence of representatives may exercise rights of the Borrower) Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything to meet with the independent certified public accountants contrary in this Section 6.6, none of the Borrower and its Subsidiaries; providedor, that if applicable, any such visits or inspections shall be subject to such conditions as of the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall will be required to disclose disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or its agents their respective representatives or representatives contractors) is prohibited by Requirements of Law or any information which binding agreement or (iii) is subject to the attorney-client or similar privilege or constitutes attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partieswork product.

Inspection of Property; Books and Records; Discussions. (a) Keep The Borrower shall keep proper books of records record and account in which full, true and correct entries in conformity with GAAP and all Requirements requirements of Law law. The Borrower shall be made of all dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of the Administrative Agent and any Lender to visit and its offices, to inspect any of its properties property (subject to reasonable procedures relating to safety and security) and examine and make copies or abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired, and to discuss the business, operations, properties prospects, property and financial and other condition of the Borrower and its Significant Subsidiaries with the officers thereof and employees the Accountants; provided that none of the Administrative Agent, its agents, its representatives or the Lenders shall be entitled to examine or make copies or abstracts of, or otherwise obtain information with respect to, the Borrower’s records relating to pending or threatened litigation if any such disclosure by the Borrower would reasonably be expected (i) to give rise to a waiver of any attorney/client privilege of the Borrower and or any of its Significant Subsidiaries and relating to such information or (ii) use commercially reasonable efforts to provide for be otherwise materially disadvantageous to the Lenders (Borrower or any of its Subsidiaries in the presence defense of representatives such litigation; and provided further that in the case of any discussion with the Accountants, the Borrower shall have been given the opportunity to participate in such discussion and, unless a Default exists, the Lender or Lenders requesting such discussion shall pay any fees and expenses of the Borrower) to meet with the independent certified public accountants of the Borrower and its Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege Accountant in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiestherewith.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which entries (i) that are full, true and correct entries in all material respects and (ii) are in conformity in all material respects with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender the Administrative Agent, upon reasonable prior notice during normal business hours, to visit and inspect any of its properties and examine and make abstracts from any of its books and records (other than, in each case, any privileged materials) at any reasonable time and to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries Group Members with officers and employees of the Group Members and with their independent certified public accountants (it being understood that, in the case of any such meetings or advice from such independent accountants, the Parent Borrower and shall be deemed to have satisfied its Significant Subsidiaries and (ii) use obligations under this Section 6.6 to the extent that it has used commercially reasonable efforts to provide for the Lenders (cause its independent accountants to participate in the presence of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower and its Subsidiariesany such meeting); provided, however, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and without advance notice (unless otherwise required by any applicable lease of real property); provided further, that, excluding any such visits or and inspections shall during the continuance of an Event of Default, the Parent Borrower will be subject to responsible for the costs and expenses of the Administrative Agent only for one such conditions as visit and inspection in any fiscal year of the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesParent Borrower.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all material financial dealings and transactions in relation to its business and activities and activities, (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records upon reasonable notice and at such reasonable times during normal business hours (provided that (i) such visits shall be coordinated by the Administrative Agent, (ii) such visits shall be limited to no more than one such visit per calendar year, and (iii) such visits by any Lender shall be at the Lender’s expense, except in the case of clauses (ii) and (iii) during the continuance of an Event of Default), (c) permit representatives of any Lender to have reasonable time to discuss discussions regarding the business, operations, properties and financial and other condition of the Borrower and its Significant Restricted Subsidiaries with officers and employees of the Borrower and its Significant Restricted Subsidiaries and (provided that (i) a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such discussions, (ii) use commercially reasonable efforts such discussions shall be coordinated by the Administrative Agent, and (iii) such discussions shall be limited to provide for no more than once per calendar quarter except during the Lenders continuance of an Event of Default) and (in the presence of d) permit representatives of the Borrower) Administrative Agent to meet with have reasonable discussions regarding the independent certified public accountants business, operations, properties and financial and other condition of the Borrower and its Subsidiaries; provided, Restricted Subsidiaries with its independent certified public accountants to the extent permitted by the internal policies of such independent certified public accountants (provided that any such visits or inspections (i) a Responsible Officer of the Borrower shall be subject afforded the opportunity to be present during such conditions as discussions and (ii) such discussions shall be limited to no more than once per calendar year except during the continuance of an Event of Default). Notwithstanding anything to the contrary in this Section 6.6, none of Holdings, the Borrower and each or any of its Significant the Restricted Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall will be required to disclose disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or its agents their respective representatives or representatives contractors) is prohibited by Law or any information which binding agreement, (iii) is subject to the attorney-client or similar privilege or constitutes attorney work-work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties(iv) constitutes classified information.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all material financial dealings and transactions in relation to its business and activities and activities, (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at upon reasonable notice and during normal business hours (provided that such visits shall be coordinated by the Administrative Agent, and in no event shall there be more than one such visit per year except during the continuance of an Event of Default), (c) permit representatives of any Lender to have reasonable time to discuss discussions regarding the business, operations, properties and financial and other condition of the Borrower Holdings and its Significant Restricted Subsidiaries with officers and employees of the Borrower Holdings and its Significant Restricted Subsidiaries and (iid) use commercially reasonable efforts to provide for the Lenders (in the presence of permit representatives of the Borrower) Administrative Agent to meet have reasonable discussions regarding the business, operations, properties and financial and other condition of Holdings and its Restricted Subsidiaries with the its independent certified public accountants; provided that a Responsible Officer of Holdings shall be present during such discussion and any such discussions with Holdings’ independent certified public accountants at Holdings’ expense shall, except while an Event of the Borrower Default has occurred and its Subsidiaries; providedis continuing, that any such visits or inspections shall be subject limited to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesone meeting per calendar year.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct in all material respects entries in conformity with GAAP and all Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities and (b) unless a Default subject to the Borrower’s, Holdings’ and each Restricted Subsidiary’s internal policies for the protection and preservation of Intellectual Property or Event of Default has occurred and is continuingother non-financial proprietary information, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of the Administrative Agent who may be accompanied by any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours and upon reasonable advance notice to the Borrower and to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries Group Members with the officers and employees of the Borrower Group Members and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the their independent certified public accountants (provided that Holdings or its Subsidiaries may, at their option, have one or more employees or representatives present at any discussion with such accountants); provided that unless an Event of the Borrower and its Subsidiaries; providedDefault has occurred or is continuing, that only one (1) such visit in any such visits or inspections calendar year shall be subject to such conditions as at the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; Borrower’s expense and provided, further, that neither if the Borrower nor disclosure of any Significant Subsidiary shall be required to disclose to requested information would compromise any Lender or its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss (other than where waiver of such privilege will not be adverse to the Borrower in connection the good faith opinion of the Borrower’s counsel), that has not been or will not be waived or waiver thereof will be materially adverse to the Borrower, the Borrower shall make available redacted versions of requested documents or portions of documents that are the subject of such attorney-client privilege or, if unable to do so consistent with the preservation of such attorney-client privilege, shall endeavor in good faith otherwise to disclose information or which is prevented from disclosure pursuant responsive to the Administrative Agent’s requests in a confidentiality agreement with third partiesmanner that will protect such attorney-client privilege.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in respect of the Guarantor, the Applicant, and their respective Subsidiaries in which full, true and correct entries (in all material respects when taken as a whole) in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its their business and activities and (b) unless a Default for purposes of confirming compliance with the Credit Documents or after the occurrence and during the continuance of an Event of Default, upon reasonable notice from the Administrative Agent or the Required Banks, the Credit Parties will, permit representatives of the Administrative Agent or any Bankthe Banks (and such Persons as any Bank may designate) during normal business hours to visit and inspect, under the Credit Parties’ guidance, any of itsthe properties andof the Group Members, to examine and make abstracts from anyall of its books and records during normal business hours and, if no Event of Default has occurred and is continuing, not more than once a year upon reasonable notice and after at least five Business Days’ noticeas often as may reasonably be desiredtheir books of account, (i) permit representatives of any Lender records, reports and other papers, to visit make copies and inspect any of its properties extracts therefrom, and examine and make abstracts from any of its books and records at any reasonable time to discuss the businesstheir respective businesses, operations, properties and financial and other condition of the Borrower conditionaffairs, finances and its Significant Subsidiaries accounts with their respective officers and, employees and employees of the Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the their independent certified public accountants of the Borrower and its Subsidiariesaccountants; provided, that unless anpublic accountants (and by this provision the Credit Parties authorize such accountants to discuss with the Banks (and such Persons as any Bank may designate) the finances and affairs of the Group Members) all at such reasonable times and as often as may be reasonably requested; provided, however, that except upon the occurrence and during the continuation of any Default or Event of Default, not more than one such visit and inspection may be conducted in any twelve month period. Prior to the occurrence of an Event of Default, the Credit Parties shall only be required to pay the costs and expenses of professionals retained by the Administrative Agent in connection with any such visit or inspection. So long as no Event of Default has occurred and is continuing, the Credit Parties shall be obligated to pay all reasonable costs and expenses incurred by the Administrative Agent and the Banks shall use their reasonable efforts to coordinate any such visits or inspections shall be subject so as to such conditions minimize disruption of the conduct of their respective businesses, as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in applicablein connection with such information or which is prevented from disclosure pursuant visitations and inspections no more than once annually. The Credit Parties shall receive advance notice of any proposed discussion with such accountants and shall have the right to a confidentiality agreement with third partiesparticipate therein.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries a manner to allow financial statements to be prepared in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and GAAP, (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records upon reasonable notice and at such reasonable times during normal business hours (provided that (i) such visits shall be coordinated by the Administrative Agent, (ii) such visits shall be limited to no more than one such visit per calendar year, and (iii) such visits by any Lender shall be at the Lender’s expense, except in the case of the foregoing clauses (ii) and (iii) during the continuance of an Event of Default), (c) permit representatives of any Lender to have reasonable time to discuss discussions regarding the business, operations, properties and financial and other condition of the Borrower and its Significant Restricted Subsidiaries with officers and employees of the Borrower and its Significant Restricted Subsidiaries and (provided that (i) a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such discussions, (ii) use commercially reasonable efforts such discussions shall be coordinated by the Administrative Agent, and (iii) such discussions shall be limited to provide for no more than once per calendar quarter except during the Lenders continuance of an Event of Default) and (in the presence of d) permit representatives of the Borrower) Administrative Agent to meet with have reasonable discussions regarding the independent certified public accountants business, operations, properties and financial and other condition of the Borrower and its Subsidiaries; provided, Restricted Subsidiaries with its independent certified public accountants to the extent permitted by the internal policies of such independent certified public accountants (provided that any such visits or inspections (i) a Responsible Officer of the Borrower shall be subject afforded the opportunity to be present during such conditions as discussions and (ii) such discussions shall be limited to no more than once per calendar year except during the continuance of an Event of Default). Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower and each or any of its Significant the Restricted Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall will be required to disclose disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or its agents their respective representatives or representatives contractors) is prohibited by Law or any information which binding agreement, (iii) is subject to the attorney-client or similar privilege or constitutes attorney work-work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties(iv) constitutes classified information.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account accounts in which entries full, true and correct entries in all material respects in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred from which financial statements conforming with GAAP can be derived and is continuingpermit, not more than once a year and after at least five Business Days’ noticethe Borrower’s expense, (i) permit representatives of any the Administrative Agent (and, if a Lender requests to accompany the Administrative Agent, such Lender) to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours, upon reasonable prior notice, and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrower Holdings and its Significant Restricted Subsidiaries with officers and employees of the Borrower and its Significant Restricted Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of Holdings and its Restricted Subsidiaries so long as the Borrower and its Subsidiariesshall have been given the reasonable opportunity to participate in such discussions; provided, that notwithstanding the foregoing, (i) any such visit or inspection shall be conducted through the Administrative Agent, (ii) unless an Event of Default shall have occurred and be continuing, such visits or and inspections shall be subject limited to two times in any twelve month period and only one (1) such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary time shall be required to disclose to any Lender at the Borrower’s expense and (iii) nothing in this Section 7.06 shall require Holdings or its agents or representatives Subsidiaries to take any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to action that would violate a confidentiality agreement with third partiesor obligations or waive any attorney‑client or similar privilege.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP (or SAP as applicable) and all Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ upon reasonable prior notice, (i) permit representatives of the Administrative Agent (who may be accompanied by representatives of other Lenders) and, during the continuance of an Event of Default, any Lender to (x) visit and inspect any of its properties and examine and properties, (y) during the continuance of an Event of Default, conduct reasonable examinations of (and, with the consent of the Loan Parties, such consent not to be unreasonably withheld, make abstracts from from) any of its books and records at any reasonable time to and as often as may reasonably be requested and (z) discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries Loan Parties with officers and employees of the Borrower and its Significant Subsidiaries and Loan Parties. It is understood that (iii) use commercially reasonable efforts any information obtained by the Administrative Agent or any Lender in any visit or inspection pursuant to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower and its Subsidiaries; provided, that any such visits or inspections this Section 6.6 shall be subject to such conditions as the Borrower and each confidentiality requirements of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and providedSection 10.16, further(ii) the Loan Parties may impose, that neither the Borrower nor any Significant Subsidiary shall be required to disclose with respect to any Lender or its agents or representatives any information Affiliate of any Lender reasonably deemed by the Loan Parties to be engaged significantly in a business which is subject directly competitive with any material business of the Loan Parties and their respective Subsidiaries, reasonable restrictions on access to proprietary information of the Loan Parties and their respective Subsidiaries and (iii) the Lenders will coordinate their visits through the Administrative Agent with a view to preventing the visits provided for by this Section 6.6 from becoming unreasonably burdensome to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesLoan Parties and their Subsidiaries.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP (or SAP as applicable) and all Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ upon reasonable prior notice, (i) permit representatives of the Administrative Agent (who may be accompanied by representatives of other Lenders) and, during the continuance of an Event of Default, any Lender to (x) visit and inspect any of its properties and examine and properties, (y) during the continuance of an Event of Default, conduct reasonable examinations of (and, with the consent of the Borrower, such consent not to be unreasonably withheld, make abstracts from from) any of its books and records at any reasonable time to and as often as may reasonably be requested and (z) discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and Borrower. It is understood that (i) any information obtained by the Administrative Agent or any Lender in any visit or inspection pursuant to this Section 6.6 shall be subject to the confidentiality requirements of Section 10.16, (ii) use commercially reasonable efforts the Borrower may impose, with respect to provide for any Lender or any Affiliate of any Lender reasonably deemed by the Lenders (Borrower to be engaged significantly in the presence of representatives of the Borrower) to meet a business which is directly competitive with the independent certified public accountants any material business of the Borrower and its Subsidiaries; provided, that any such visits or inspections shall be subject reasonable restrictions on access to such conditions as proprietary information of the Borrower and each or any of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither (iii) the Lenders will coordinate their visits through the Administrative Agent with a view to preventing the visits provided for by this Section 6.6 from becoming unreasonably burdensome to the Borrower nor or any Significant Subsidiary shall be required to disclose to any Lender or of its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesSubsidiaries.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities and activities, (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender to visit and inspect any of its properties (in the case of any real property lease, to the extent permitted in the relevant lease agreement) and examine and make abstracts from any of its books and records at upon reasonable prior notice and during normal business hours (provided that such visits shall be coordinated by the Administrative Agent), (c) permit representatives of any Lender to have reasonable time to discuss discussions regarding the business, operations, properties and financial and other condition of the Parent, the Borrower and its Significant Restricted Subsidiaries with officers and employees of the Parent, the Borrower and its Significant Subsidiaries Restricted Subsidiaries, and (iiprovided that any Lender shall coordinate any request for such discussions through the Administrative Agent), (d) use commercially reasonable efforts to provide for the Lenders (in the presence of permit representatives of the Borrower) Administrative Agent to meet have reasonable discussions regarding the business, operations, properties and financial and other condition of the Parent, the Borrower and its Restricted Subsidiaries with its independent certified public accountants; provided that a Responsible Officer of the Parent or the Borrower shall be present during such discussion and any such discussions with the Parent’s independent certified public accountants at the Parent’s expense shall, except while an Event of the Borrower Default has occurred and its Subsidiaries; providedis continuing, that any such visits or inspections shall be subject limited to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesone meeting per calendar year.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries entries, in all material respects in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of the Administrative Agent or any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and upon at least three days prior notice or such lesser period of time as may be acceptable to the Borrower or the relevant Restricted Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Restricted Subsidiaries with officers and employees of the Borrower and its Significant Restricted Subsidiaries and with its independent certified public accountants (ii) use provided that with respect to Restricted Subsidiaries, other than during the existence of a Default, the Borrower shall have complied with this obligation if it shall have used its commercially reasonable efforts to provide for cause its Restricted Subsidiaries to allow the Lenders (in Administrative Agent and/or the presence applicable Lender pursuant to the foregoing terms and conditions to visit and inspect the properties of representatives such Restricted Subsidiaries and examine and make abstracts from any of the Borrower) books and records of such Restricted Subsidiaries and to meet discuss the business, operations, properties and financial and other condition of such Restricted Subsidiaries with the officers and employees of such Restricted Subsidiaries and with their independent certified public accountants of the Borrower and its Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesaccountants).

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP GAAP(or SAP as applicable) and all Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ upon reasonable prior notice, (i) permit representatives of the Administrative Agent (who may be accompanied by representatives of other Lenders) and, during the continuance of an Event of Default, any Lender to (x) visit and inspect any of its properties and examine and properties, (y) during the continuance of an Event of Default, conduct reasonable examinations of (and, with the consent of the Borrower, such consent not to be unreasonably withheld, make abstracts from from) any of its books and records at any reasonable time to and as often as may reasonably be requested and (z) discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and Borrower. It is understood that (i) any information obtained by the Administrative Agent or any Lender in any visit or inspection pursuant to this Section 6.6 shall be subject to the confidentiality requirements of Section 10.16, (ii) use commercially reasonable efforts the Borrower may impose, with respect to provide for any Lender or any Affiliate of any Lender reasonably deemed by the Lenders (Borrower to be engaged significantly in the presence of representatives of the Borrower) to meet a business which is directly competitive with the independent certified public accountants any material business of the Borrower and its Subsidiaries; provided, that any such visits or inspections shall be subject reasonable restrictions on access to such conditions as proprietary information of the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither (iii) the Lenders will coordinate their visits through the Administrative Agent with a view to preventing the visits provided for by this Section 6.6 from becoming unreasonably burdensome to the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or and its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesSubsidiaries.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all material financial dealings and transactions in relation to its business and activities and activities, (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at upon reasonable notice and during normal business hours (provided that such visits shall be coordinated by the Administrative Agent, and such visits shall be limited to no more than one such visit per calendar year, in each case, except during the continuance of an Event of Default), (c) permit representatives of any Lender to have reasonable time to discuss discussions regarding the business, operations, properties and financial and other condition of the Borrower and its Significant Restricted Subsidiaries with officers and employees of the Borrower and its Significant Restricted Subsidiaries and (iid) use commercially reasonable efforts to provide for the Lenders (in the presence of permit representatives of the Borrower) Administrative Agent to meet with have reasonable discussions regarding the independent certified public accountants business, operations, properties and financial and other condition of the Borrower and its SubsidiariesRestricted Subsidiaries with its independent certified public accountants; provided, provided that a Responsible Officer of the Borrower shall be present during such discussion and any such visits or inspections discussions with the Borrower’s independent certified public accountants shall be subject to coordinated by the Administrative Agent, and such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary visits shall be required at the Lender’s expense and shall be limited to disclose to any Lender or its agents or representatives any information which is subject to no more than one such visit per calendar year, in each case, except during the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss continuance of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesan Event of Default.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP (or SAP as applicable) and all Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ upon reasonable prior notice, (i) permit representatives of the Administrative Agent (who may be accompanied by representatives of other Lenders) and, during the continuance of an Event of Default, any Lender to (x) visit and inspect any of its properties and examine and properties, (y) during the continuance of an Event of Default, conduct reasonable examinations of (and, with the consent of the Borrower, such consent not to be unreasonably withheld, make abstracts from from) any of its books and records at any reasonable time to and as often as may reasonably be requested and (z) discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and Borrower. It is understood that (i) any information obtained by the Administrative Agent or any Lender in any visit or inspection pursuant to this Section 5.06 shall be subject to the confidentiality requirements of Section 9.12, (ii) use commercially reasonable efforts the Borrower may impose, with respect to provide for any Lender or any Affiliate of any Lender reasonably deemed by the Lenders (Borrower to be engaged significantly in the presence of representatives of the Borrower) to meet a business which is directly competitive with the independent certified public accountants any material business of the Borrower and its Subsidiaries; provided, that any such visits or inspections shall be subject reasonable restrictions on access to such conditions as proprietary information of the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither (iii) the Lenders will coordinate their visits through the Administrative Agent with a view to preventing the visits provided for by this Section 5.06 from becoming unreasonably burdensome to the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or and its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesSubsidiaries.

Inspection of Property; Books and Records; Discussions. Each Borrower and Parent shall permit, and shall cause each of their respective Subsidiaries to permit, any authorized representative(s) designated by either the Agent or any Lender to visit and inspect, whether by access to any Borrower's, the Parent's or their respective Subsidiaries' MIS or otherwise, any of the Property, to examine, audit, check and make copies of any Borrower's, the Parent's and their respective Subsidiaries' financial and accounting records, books, journals, orders, receipts and any correspondence (aother than privileged correspondence with legal counsel) Keep and other data relating to their respective businesses or the transactions contemplated hereby or referenced herein (including, without limitation, in connection with environmental compliance, hazard or liability, and quarterly (or more often) examinations of the Collateral and compliance with Borrowing Base requirements by such representatives designated by the Agent), and to discuss their affairs, finances and accounts with their management personnel and independent certified public accountants, all upon reasonable written notice and at such reasonable times during normal business hours, as often as may be reasonably requested. Each such visitation and inspection (i) by or on behalf of any Lender shall be at such Lender's expense and (ii) by or on behalf of the Agent shall be at the Borrowers' expense. Each Borrower and the Parent shall keep and maintain, and cause each of their respective Subsidiaries to keep and maintain, in all material respects on its MIS and otherwise proper books of records record and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business respective businesses and activities activities, including, without limitation, transactions and (b) unless a Default or other dealings with respect to the Collateral. If an Event of Default has occurred and is continuingcontinuing and the Obligations have been accelerated pursuant to Section 12.02(a), not more than once a year the Borrowers and after at least five Business Days’ noticeParent, (i) permit representatives of any Lender upon the Agent's request in connection with efforts to visit enforce the rights and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time to discuss the business, operations, properties and financial and other condition remedies of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for Agent, the Lenders (in and the presence Issuing Banks under the Loan Documents, shall turn over, and cause each of representatives of their respective Subsidiaries to turn over, any such records requested by the Borrower) Agent to meet with the independent certified public accountants of the Borrower and Agent or its Subsidiariesrepresentatives; provided, however, that any the Borrowers and Parent may, in their discretion, retain copies of such visits or inspections shall be subject records. Without limiting the foregoing, Parent and the Borrowers acknowledge and agree that the Agent and Lenders will engage an independent consultant to act as their representative to undertake certain of the aforesaid actions on behalf of the Agent and Lenders and covenant that Parent and the Borrowers will, and will cause their Subsidiaries to, cooperate fully with such conditions as consultant in the Borrower and each conduct of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety activities and security; make available such personnel, information, data and provided, further, that neither documents as are requested by such consultant in the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss conduct of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesactivities, all at the expense of the Borrowers.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which entries which are full, true and correct entries correct, in all material respects, in conformity with GAAP and all Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities and activities, (b) unless upon the request of the Administrative Agent or the Required Lenders, participate in a Default meeting or Event of Default has occurred conference call with the Administrative Agent and is continuing, not more than the Lenders once a year during each fiscal quarter at such time as may be agreed to by the Borrower and after at least five Business Days’ notice, the Administrative Agent and (ic) permit representatives of any Lender the Administrative Agent to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours and as often as may reasonably be desired (but, the Administrative Agent may not have more than one visit per any twelve month period except during an Event of Default), upon reasonable advance notice to the Borrower, and to discuss the business, operations, properties and financial and other condition of Holdings, the Borrower and its Significant their respective Subsidiaries with officers and employees of Holdings, the Borrower and its Significant their respective Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the their independent certified public accountants (and the Borrower will be given the opportunity to participate in any such discussions with such independent certified accountants). Any such inspection shall be at the Administrative Agent’s sole cost and expense unless an Event of Default has occurred and is continuing at the time of such inspection, in which event the Borrower shall reimburse the Administrative Agent for its reasonable, actual out-of-pocket costs and expenses. Notwithstanding anything to the contrary in this Section 5.6, none of Holdings, the Borrower and its Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant their respective Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall will be required to disclose disclose, permit the inspection, examination or making copies or abstracts of, or 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 the Administrative Agent (or its representatives) is prohibited by any Requirement of Law or any binding agreement (provided that, with respect to any Lender prohibition by any binding agreement, Borrower shall attempt to obtain consent to such disclosure if requested by the Administrative Agent) or its agents or representatives any information which (iii) that is subject to the attorney-client or similar privilege or constitutes attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partieswork product.

Inspection of Property; Books and Records; Discussions. (aa)(a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (bb)(b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (ii)(i) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and (iiii)(ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower and its Significant Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety safety, security and securityconfidentiality; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives Person any information the disclosure of which is prohibited by applicable law or binding agreement or subject to the attorney-client privilege or attorney workconstitutes attorney-work product privilege properly asserted by or constitutes non-financial trade secrets or non-financial proprietary information so long as (x) such confidentiality obligation was not entered into in contemplation hereof and (y) the applicable Person Borrower provides such Lender with notice that information is being withheld due to prevent the loss existence of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesobligation.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its businesses and activities; and except as limited by the Credit Agreement or any Confidentiality Agreement executed by any Lender, permit, during regular business hours and activities and (b) unless a Default upon reasonable notice by the Administrative Agent or Event of Default has occurred and is continuingany Lender, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of the Administrative Agent or any Lender (and their respective representatives) to visit and inspect any of its properties and examine and make abstracts from any of its consolidated books and records (other than materials protected by the attorney-client privilege and materials which the Borrower may not disclose without violation of a confidentiality obligation binding upon it) at any reasonable time and as often as may reasonably be desired, and to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the its independent certified public accountants accountants; provided that the Administrative Agent and the Lenders as a group shall be limited to one visit and inspection per calendar year; provided further, that during the existence of a Default or Event of Default, (a) the foregoing limitation on the number of visits and inspections shall not apply and any visit and inspection made during such period shall not be taken into account for purposes of such limitation and (b) any inspection of the books and records of the Borrower and its Subsidiaries; provided, that Subsidiaries (and any such visits or inspections abstracts made thereof) shall not be subject limited to such conditions as the Borrower only “consolidated” books and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesrecords.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account accounts in which entries full, true and correct entries in all material respects in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and from which financial statements conforming with GAAP can be derived, (b) unless a Default or Event of Default has occurred and is continuingpermit, not more than once a year and after at least five Business Days’ noticethe Borrower’s expense, (i) permit representatives of any the Administrative Agent (and, if a Lender requests to accompany the Administrative Agent, such Lender) to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours, upon reasonable prior notice, and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrower Holdings and its Significant Restricted Subsidiaries with officers and employees of the Borrower and its Significant Restricted Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of Holdings and its Restricted Subsidiaries so long as the Borrower shall have been given the reasonable opportunity to participate in such discussions, provided, that notwithstanding the foregoing, (i) any such visit or inspection shall be conducted through the Administrative Agent, and (ii) nothing in this Section 7.06 shall require Holdings or its SubsidiariesSubsidiaries to take any action that would violate a confidentiality agreement or obligation, or waive any attorney-client or similar privilege; provided that in the event that any of Holdings or its Subsidiaries does not provide information in reliance on this sentence, it shall (x) provide notice to the Administrative Agent that such information is being withheld, (y) with respect to clause (ii), use its commercially reasonable efforts to obtain waivers and (z) use its commercially reasonable efforts to communicate the applicable information to the Administrative Agent in a way that would not violate such attorney-client privilege or similar privilege), and (c) Holdings and Borrower will, and will cause each of its Restricted Subsidiaries to, permit Administrative Agent and each of its duly authorized representatives or agents to conduct appraisals and valuations at such reasonable times and intervals as Administrative Agent may designate; provided, that any such visits or inspections shall be subject to such conditions as the obligations of Holdings, Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary to reimburse Administrative Agent shall be required to disclose to any Lender or its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege limited as set forth in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesSection 3.09.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities activities; and (b) unless prior to the occurrence and continuance of a Default or an Event of Default not to exceed two times a year for each Lender and at any time upon the occurrence and during the continuance of a Default or Event of Default has occurred and is continuingDefault, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Specified Lender in connection with such Lender's credit analysis of the US Borrower to visit and inspect any of its properties and examine and make abstracts from any of its books and records upon reasonable advance notice at any reasonable time on any Business Day and to discuss the business, operations, properties and financial and other condition of the US Borrower and its Significant Subsidiaries with officers and employees of the US Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the its independent certified public accountants; PROVIDED that the Specified Agent or such Specified Lender shall notify the US Borrower prior to any contact with such accountants of and give the US Borrower and its Subsidiariesthe opportunity to participate in such discussions; providedPROVIDED, that prior to the occurrence of any such visits Default or inspections Event of Default the Borrowers shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall not be required to disclose to pay for any visits by any Lender or its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss in excess of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesone visit per year.

Inspection of Property; Books and Records; Discussions. Except for information and records which the Borrower may not under applicable Law disseminate or disclose to the Lender, the Borrower shall permit any authorized representative(s) designated by the Lender to visit, to conduct a field audit or to otherwise inspect any of the Borrower's, its Subsidiaries' and/or its Affiliates' respective Properties, including their financial and accounting records, and to make copies and take extracts therefrom, and to discuss the Borrower's, its Subsidiaries' and/or its Affiliates' respective affairs, finances and accounts with the Lender's officers, employees, representatives or independent certified public accountants, upon reasonable notice and during normal business hours. All information furnished to the Lender shall be received and maintained by the Lender in strict confidence and in accordance with applicable Law, and the Lender shall not disseminate said information to any Person except where required by and in accordance with applicable Law or where contemplated by the Loan Documents. The Lender agrees that it shall not take any action or omit to take any action which would cause or result in the violation of Law (aincluding without limitation, any export control law) Keep by the Borrower, its Subsidiaries and its Affiliates. Each such visitation and inspection by or on behalf of the Lender after the occurrence and during the continuance of an Event of Default shall be at the Borrower's own cost and expense. The Borrower shall, and shall cause its Subsidiaries and its Affiliates, to keep proper books of and records and account in which fullaccordance with sound and accepted accounting practices, true and correct entries in conformity with GAAP consistently applied (and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower and its Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesLaw).

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities and activities, (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender to visit and inspect any of its properties (in the case of any real property lease, to the extent permitted in the relevant lease agreement) and examine and make abstracts from any of its books and records at upon reasonable prior notice and during normal business hours (provided that such visits shall be coordinated by the Administrative Agent), (c) permit representatives of any Lender to have reasonable time to discuss discussions regarding the business, operations, properties and financial and other condition of Holdings, the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of Holdings, the Borrower and its Subsidiaries; provided, (provided that any Lender shall coordinate any request for such visits or inspections shall be subject discussions through the Administrative Agent) and (d) permit representatives of the Administrative Agent to such conditions as have reasonable discussions regarding the business, operations, properties and financial and other condition of Holdings, the Borrower and each its Subsidiaries with its independent certified public accountants; provided that a Responsible Officer of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither Holdings or the Borrower nor any Significant Subsidiary shall be required present during such discussion and any such discussions with Holdings’ independent certified public accountants at Holdings’ expense shall, except while an Event of Default has occurred and is continuing, be limited to disclose to any Lender or its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesone meeting per calendar year.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries entries, in all material respects in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of the Administrative Agent or any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and upon at least three days prior notice or such lesser period of time as may be acceptable to the Borrower or the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and with its independent certified public accountants (ii) use provided that with respect to Subsidiaries, other than during the existence of a Default, the Borrower shall have complied with this obligation if it shall have used its commercially reasonable efforts to provide for cause its Subsidiaries to allow the Lenders (in Administrative Agent and/or the presence applicable Lender pursuant to the foregoing terms and conditions to visit and inspect the properties of representatives such Subsidiaries and examine and make abstracts from any of the Borrower) books and records of such Subsidiaries and to meet discuss the business, operations, properties and financial and other condition of such Subsidiaries with the officers and employees of such Subsidiaries and with their independent certified public accountants of the Borrower and its Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesaccountants).

Inspection of Property; Books and Records; Discussions. (a) Keep The Borrower shall keep proper books of records record and account in which full, true and correct entries in conformity with GAAP and all Requirements requirements of Law law shall be made of all dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of the Administrative Agent and any Lender to visit and its offices, to inspect any of its properties property and examine and make copies or abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired, and to discuss the business, operations, properties prospects, licenses, property and financial and other condition of the Borrower and its Significant the Restricted Subsidiaries with the officers thereof and employees the Accountants; provided that, so long as no Default or Event of Default exists, none of the Administrative Agent, its agents, its representatives or the Lenders shall be entitled to examine or make copies or abstracts of, or otherwise obtain Cleco Corporation First Amended and Restated Credit Agreement information with respect to, the Borrower’s records relating to pending or threatened litigation if any such disclosure by the Borrower could reasonably be expected (i) to give rise to a waiver of any attorney/client privilege of the Borrower and its Significant or any of the Restricted Subsidiaries and relating to such information or (ii) use commercially reasonable efforts to provide for be otherwise materially disadvantageous to the Lenders (Borrower or any of the Restricted Subsidiaries in the presence of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower and its Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss defense of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partieslitigation.

Inspection of Property; Books and Records; Discussions. The Borrower will, and will cause each of its Significant Subsidiaries to (a) Keep keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) unless a permit representatives of any Lender (not more frequently than once per year if no Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (iexists) permit representatives of any Lender upon reasonable notice to the Borrower to visit and inspect any of its properties and examine request and make abstracts from any obtain copies of its books financial records and records at any reasonable time to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its such Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the their independent certified public accountants of the Borrower and its Subsidiariesaccountants; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries Subsidiaries, as the case may be, shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives any information which that is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties...

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities and activities, (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender to visit and inspect any of its properties (in the case of any real property lease, to the extent permitted in the relevant lease agreement) and examine and make abstracts from any of its books and records at upon reasonable prior notice and during normal business hours (provided that such visits shall be coordinated by the Administrative Agent), (c) permit representatives of any Lender to have reasonable time to discuss discussions regarding the business, operations, properties and financial and other condition of Holdings, the Borrower Borrowers and its Significant their Restricted Subsidiaries with officers and employees of Holdings, the Borrower Borrowers and its Significant Subsidiaries their Restricted Subsidiaries, and (iiprovided that any Lender shall coordinate any request for such discussions through the Administrative Agent), (d) use commercially reasonable efforts to provide for the Lenders (in the presence of permit representatives of the Borrower) Administrative Agent to meet have reasonable discussions regarding the business, operations, properties and financial and other condition of Holdings, the Borrowers and their Restricted Subsidiaries with its independent certified public accountants; provided that a Responsible Officer of Holdings or the Borrowers shall be present during such discussion and any such discussions with Holdings’ independent certified public accountants at Holdings’ expense shall, except while an Event of the Borrower Default has occurred and its Subsidiaries; providedis continuing, that any such visits or inspections shall be subject limited to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesone meeting per calendar year.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender to visit and inspect any of its properties (including, without limitation, any Living Facility) and examine and make abstracts from any of its books and records upon reasonable notice at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the its independent certified public accountants accountants. Any such inspection shall be at the Lender's sole cost and expense unless an Event of Default has occurred and is continuing at the time of such inspection, in which event the Borrower shall reimburse such Lender for its reasonable, actual out-of-pocket costs and expenses. Notwithstanding the foregoing, none of the Borrower and its Subsidiaries; provided, that or any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose make available any information, the disclosure of which could result in a violation of, or expose the Borrower or any Subsidiary, to any Lender material liability under any applicable law (including, without limitation, pursuant to HIPAA) or its agents or representatives any information agreement with any unaffiliated third party which is subject to binding on the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesBorrower and/or any Subsidiary.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account accounts in which entries full, true and correct entries in all material respects in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and from which financial statements conforming with GAAP can be derived and (b) unless a Default or Event of Default has occurred and is continuingpermit, not more than once a year and after at least five Business Days’ noticethe Borrower’s expense, (i) permit representatives of any the Administrative Agent (and, if a Lender requests to accompany the Administrative Agent, such Lender) to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours, upon reasonable prior notice, and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrower Holdings and its Significant Restricted Subsidiaries with officers and employees of the Borrower and its Significant Restricted Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of Holdings and its Restricted Subsidiaries so long as the Borrower and its Subsidiariesshall have been given the reasonable opportunity to participate in such discussions; provided, that notwithstanding the foregoing, (i) any such visit or inspection shall be conducted through the Administrative Agent, (ii) unless an Event of Default shall have occurred and be continuing, such visits or and inspections shall be subject limited to two times in any twelve month period and only one such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary time shall be required to disclose to any Lender at the Borrower’s expense and (iii) nothing in this Section 7.06 shall require Holdings or its agents Subsidiaries to take any action that would violate a confidentiality agreement or representatives obligation, or waive any attorney-client or similar privilege; provided that in the event that any of Holdings or its Subsidiaries does not provide information which is subject in reliance on this sentence, it shall (x) provide notice to the Administrative Agent that such information is being withheld, (y) with respect to clause (iii), use its commercially reasonable efforts to obtain waivers and (z) use its commercially reasonable efforts to communicate the applicable information to the Administrative Agent in a way that would not violate such attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties.similar privilege. Section 7.07

Inspection of Property; Books and Records; Discussions. Permit Lender, through its authorized attorneys, accountants and representatives (a) Keep proper books at all reasonable times during normal business hours, upon the request of records Lender, to examine each Party’s books, accounts, records, ledgers and account in which full, true assets and correct entries in conformity with GAAP properties of every kind and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and description wherever located; (b) unless a at any time and from time to time, upon the request of Lender, to conduct full or partial collateral audits of the Parties to be completed by an appraiser as may be selected by Lender and consented to by Borrower (such consent not to be unreasonably withheld), with all reasonable costs and expenses of such audits to be reimbursed by Borrower, provided that, so long as no Default or Event of Default has occurred and is continuing, Borrower shall not be obligated to reimburse Lender for more than once a two (2) such audits in any calendar year and provided further that Borrower shall be obligated to reimburse Lender for all collateral audits performed after at least five Business Days’ notice, the occurrence and during the continuance of a Default or an Event of Default; and (ic) permit representatives Lender or its authorized representatives, at reasonable times to visit all of their respective offices, discuss their respective financial matters with their respective officers and independent certified or chartered public accountants, as applicable, and, by this provision, Borrower authorizes such accountants to discuss the finances and affairs of any Lender Party (provided that Borrower is given an opportunity to visit participate in such discussions) and inspect examine any of its properties and examine and make abstracts from any of its or their books and records at any reasonable time to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower and its Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiescorporate records.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries entries, in all material respects in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities activities, except, in the case of Requirements of Law, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender the Administrative Agent (on its own behalf or on behalf of the Lenders) to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and upon at least three days prior notice or such lesser period of time as may be acceptable to the Borrower or the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and with its independent certified public accountants (ii) use provided that with respect to Subsidiaries, other than during the existence of a Default, the Borrower shall have complied with this obligation if it shall have used its commercially reasonable efforts to provide for cause its Subsidiaries to allow the Lenders Administrative Agent (in the presence of representatives on its own behalf or on behalf of the BorrowerLenders) pursuant to meet the foregoing terms and conditions to visit and inspect the properties of such Subsidiaries and examine and make abstracts from any of the books and records of such Subsidiaries and to discuss the business, operations, properties and financial and other condition of such Subsidiaries with the officers and employees of such Subsidiaries and with their independent certified public accountants of the Borrower and its Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesaccountants).

Inspection of Property; Books and Records; Discussions. The Borrower will, and will cause each of its Significant Subsidiaries and EME (so long as it is a consolidated subsidiary of the Borrower) to, (a) Keep keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) unless a permit representatives of any Lender (not more frequently than once per year if no Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (iexists) permit representatives of any Lender upon reasonable notice to the Borrower to visit and inspect any of its properties and examine request and make abstracts from any obtain copies of its books financial records and records at any reasonable time to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and Borrower, its Significant Subsidiaries and EME (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives so long as it is a consolidated subsidiary of the Borrower) to meet with officers of the Borrower, such Significant Subsidiaries and EME (so long as it is a consolidated subsidiary of the Borrower) and with their independent certified public accountants of the Borrower and its Subsidiariesaccountants; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and Borrower, each of its Significant Subsidiaries or EME, as the case may be, shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary nor EME shall be required to disclose to any Lender or its agents or representatives any information which that is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties.

Inspection of Property; Books and Records; Discussions. The Borrower will, and will cause each of its Significant Subsidiaries to, (a) Keep keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) unless a permit representatives of any Lender (not more frequently than once per year if no Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (iexists) permit representatives of any Lender upon reasonable notice to the Borrower to visit and inspect any of its properties and examine request and make abstracts from any obtain copies of its books financial records and records at any reasonable time to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its such Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the their independent certified public accountants of the Borrower and its Subsidiariesaccountants; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries Subsidiaries, as the case may be, shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives any information which that is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to 31 prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP (or SAP as applicable) and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ upon reasonable prior notice, (i) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Parent, the Primary Borrower and its Significant Subsidiaries with officers and employees of the Parent, the Primary Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives and, so long as a representative of the Borrower) to meet Primary Borrower is present during such discussions (unless a Default has occurred and is continuing), with the its independent certified public accountants of the Borrower and its Subsidiaries; provided, accountants. It is understood that (i) any such visits information obtained by any Lender in any visit or inspections inspection pursuant to this Section shall be subject to such conditions as the Borrower confidentiality requirements of Section 10.14, (ii) the Parent and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and providedthe Borrowers may impose, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose with respect to any Lender or its agents or representatives any information Affiliate of any Lender reasonably deemed by the Parent to be engaged significantly in a business which is subject directly competitive with any material business of the Parent, the Borrowers and their Subsidiaries, reasonable restrictions on access to proprietary information of the Parent, the Borrowers and their Subsidiaries and (iii) so long as no Default shall be continuing, the Lenders will coordinate their visits through the Administrative Agent with a view to preventing the visits provided for by this Section from becoming unreasonably burdensome to the attorney-client privilege or attorney work-product privilege properly asserted by Parent, the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesBorrowers and their Subsidiaries.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any the Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders Lender (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower and its Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any the Lender or its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties.

Inspection of Property; Books and Records; Discussions. The Borrower will, and will cause each of its Significant Subsidiaries to, (a) Keep keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) unless a permit representatives of any Lender (not more frequently than once per year if no Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (iexists) permit representatives of any Lender upon reasonable notice to the Borrower to visit and inspect any of its properties and examine request and make abstracts from any obtain copies of its books financial records and records at any reasonable time to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with 49207859.4 ​ officers and employees of the Borrower and its such Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the their independent certified public accountants of the Borrower and its Subsidiariesaccountants; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries Subsidiaries, as the case may be, shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives any information which that is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP (or SAP as applicable) and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ upon reasonable prior notice, (i) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Parent, the Borrower and its Significant Subsidiaries with officers and employees of the Parent, the Borrower and its Significant Subsidiaries and, so long as a representative of the Borrower is present during such discussions (unless a Default has occurred and is continuing), with its independent certified public accountants. It is understood that (i) any information obtained by any Lender in any visit or inspection pursuant to this Section shall be subject to the confidentiality requirements of Section 10.14, (ii) use commercially reasonable efforts the Parent and the Borrower may impose, with respect to provide for any Lender or any Affiliate of any Lender reasonably deemed by the Lenders (Parent to be engaged significantly in the presence of representatives a business which is directly competitive with any material business of the Borrower) to meet with the independent certified public accountants of Parent, the Borrower and its Subsidiaries; provided, that any such visits or inspections shall be subject reasonable restrictions on access to such conditions as proprietary information of the Parent, the Borrower and each of its Significant Subsidiaries and (iii) so long as no Default shall deem necessary based on reasonable considerations of safety and security; and providedbe continuing, furtherthe Lenders will coordinate their visits through the Administrative Agent with a view to preventing the visits provided for by this Section from becoming unreasonably burdensome to the Parent, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or and its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesSubsidiaries.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct complete entries in conformity with GAAP and all Requirements of Law shall be made of all its dealings and transactions in relation to its businesses and activities; and permit, during regular business hours and activities and upon reasonable prior notice by the Administrative Agent, the Administrative Agent (bwhich may be accompanied by any Lender) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records (other than materials protected by the attorney-client privilege and materials which the Borrower may not disclose without violation of a confidentiality obligation binding upon it) at any reasonable time and as often as may reasonably be desired (provided that 81 the number of inspections shall be limited to one (1) per year if no Default or Event of Default shall have occurred during such year), and to discuss the business, operations, properties and financial and other condition of the Borrower Credit Parties and its Significant their Subsidiaries with officers and employees of the Borrower Credit Parties and its Significant their Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the its independent certified public accountants (it being acknowledged and agreed that, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower and its Subsidiaries; provided, that shall be afforded the reasonable opportunity to participate in any such visits discussion), in each case at the Borrower's expense if a Default or inspections Event of Default shall have occurred and be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiescontinuing.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account accounts in which entries full, true and correct entries in all material respects in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and from which financial statements conforming with GAAP can be derived, (b) unless a Default or Event of Default has occurred and is continuingpermit, not more than once a year and after at least five Business Days’ noticethe Borrower’s expense, (i) permit representatives of any the Administrative Agent (and, if a Lender requests to accompany the Administrative Agent, such Lender) to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours, upon reasonable prior notice, and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrower Holdings and its Significant Restricted Subsidiaries with officers and employees of the Borrower and its Significant Restricted Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of Holdings and its Restricted Subsidiaries so long as the Borrower and its Subsidiaries; shall have been given the reasonable opportunity to participate in such discussions, provided, that notwithstanding the foregoing, (i) any such visits visit or inspections inspection shall be subject to such conditions as conducted through the Borrower Administrative Agent, and each of its Significant Subsidiaries (ii) nothing in this Section 7.06 shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender require Holdings or its agents Subsidiaries to take any action that would violate a confidentiality agreement or representatives obligation, or waive any attorney-client or similar privilege; provided that in the event that any of Holdings or its Subsidiaries does not provide information which is subject in reliance on this sentence, it shall (x) provide notice to the Administrative Agent that such information is being withheld, (y) with respect to clause (ii), use its commercially reasonable efforts to obtain waivers and (z) use its commercially reasonable efforts to communicate the applicable information to the Administrative Agent in a way that would not violate such attorney-client privilege or attorney worksimilar privilege), and (c) Holdings and Borrower will, and will cause each of its Restricted Subsidiaries to, permit Administrative Agent and each of its duly authorized representatives or agents to conduct field examinations and appraisals at such reasonable times and intervals as Administrative Agent may designate; provided, that the Loan Parties shall be responsible for the costs and expenses of one (1) field examination and one (1) appraisal during any 12-product privilege properly asserted by month period and one (1) additional field examination and one (1) additional appraisal (for the applicable Person to prevent total of two (2) such field examinations and two (2) such appraisals during any 12-month period) conducted at any time after Excess Availability falls below the loss greater of such privilege in connection with such information or which (i) $15,000,000 and (ii) 15% of the Line Cap for more than five consecutive Business Days; provided, that the Loan Parties shall be responsible for the costs and expenses of all field examinations and appraisals conducted while a Specified Event of Default has occurred and is prevented from disclosure pursuant to a confidentiality agreement with third partiescontinuing.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct complete entries in conformity with GAAP and all Requirements of Law shall be made of all its dealings and transactions in relation to its businesses and activities; and permit, during regular business hours and activities and upon reasonable prior notice by the Administrative Agent, the Administrative Agent (bwhich may be accompanied by any Lender) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records (other than materials protected by the attorney-client privilege and materials which the Borrower may not disclose without violation of a confidentiality obligation binding upon it) at any reasonable time and as often as may reasonably be desired, and to discuss the business, operations, properties and financial and other condition of the Borrower Credit Parties and its Significant their Subsidiaries with officers and employees of the Borrower Credit Parties and its Significant their Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the its independent certified public accountants (it being acknowledged and agreed that, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower and its Subsidiaries; provided, that shall be afforded the reasonable opportunity to participate in any such discussion). Prior to the occurrence and continuance of a Default or Event of Default, the first such visit and/or inspection in each calendar year shall be at the Borrower’s expense, with each subsequent visit and inspection in such calendar year at the Lenders’ expense. After the occurrence and during the continuance of Default or Event of Default, all such visits or and inspections shall be subject to such conditions as at the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesBorrower’s expense.

Inspection of Property; Books and Records; Discussions. The Borrower will, and will cause each of its Significant Subsidiaries to, (a) Keep keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) unless a permit representatives of any Lender (not more frequently than once per year if no Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (iexists) permit representatives of any Lender upon reasonable notice to the Borrower to visit and inspect any of its properties and examine request and make abstracts from any obtain copies of its books financial records and records at any reasonable time to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its such Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the their independent certified public accountants of the Borrower and its Subsidiariesaccountants; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries Subsidiaries, as the case may be, shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any 37 ‌ ‌ ​ ​ Lender or its agents or representatives any information which that is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ ' notice, (i) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower and its Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries a manner to allow financial statements to be prepared in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and GAAP, (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records upon reasonable notice and at such reasonable times during normal business hours (provided that (i) such visits shall be coordinated by the Administrative Agent, (ii) such visits shall be limited to no more than one such visit per calendar year, and (iii) such visits by any Lender shall be at the Lender’s expense, except in the case of the foregoing clauses (ii) and (iii) during the continuance of an Event of Default), (c) [reserved] and (d) permit representatives of the Administrative Agent to have reasonable time to discuss discussions regarding the business, operations, properties and financial and other condition of the Borrower and its Significant Restricted Subsidiaries with officers and employees its independent certified public accountants to the extent permitted by the internal policies of such independent certified public accountants (provided that (i) a Responsible Officer of the Borrower and its Significant Subsidiaries shall be afforded the opportunity to be present during such discussions and (ii) use commercially reasonable efforts such discussions shall be limited to provide for no more than once per calendar year except during the Lenders (continuance of an Event of Default). Notwithstanding anything to the contrary in the presence of representatives of the Borrower) to meet with the independent certified public accountants this Section 6.6, none of the Borrower and its Subsidiaries; provided, that or any such visits or inspections shall be subject to such conditions as of the Borrower and each of its Significant Restricted Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall will be required to disclose disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or its agents their respective representatives or representatives contractors) is prohibited by Law or any information which binding agreement or (iii) is subject to the attorney-client or similar privilege or constitutes attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partieswork product.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records record and account in which full, true and correct entries in conformity with GAAP prudent business practices and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities activities; and permit representatives of the Agent and each Lender during normal business hours and upon reasonable notice (b) unless a Default or an Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of in which case no such notice from the Agent or any Lender shall be required) to visit and inspect any of its properties and properties, examine and make abstracts from any of its books and records and conduct asset/system reviews and/or appraisals (such asset/system reviews and appraisals to be at the Lenders' expense if no Default or Event of Default exists and otherwise at the Borrower's sole cost and expense; provided that the Borrower shall not be required to pay for more than two appraisals during the term hereof) at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of any Person constituting the Borrower and its Significant Subsidiaries with officers and employees of the Borrower such Person and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the its independent certified public accountants accountants. Without limiting the generality of the Borrower foregoing, GSI shall provide the Agent and its Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives any information which is subject sufficient access to the attorneyMortgaged Property to permit a Phase I environmental site assessment in compliance with ASTM E1527-client privilege or attorney work-product privilege properly asserted by 97 to be conducted (provided that the applicable Person cost of providing such assessment shall not be charged to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesBorrower).

Inspection of Property; Books and Records; Discussions. (a) Keep Borrower shall keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements requirements of Law law in all material respects shall be made of all dealings and transactions in relation to its business and activities activities; and at any reasonable time and as often as may reasonably be desired (b) unless a Default or but, absent an Event of Default has occurred and is continuingDefault, not more frequently than once a year and after at least five Business Days’ notice, (ifor each calendar year) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and to discuss the business, operations, properties and financial and other condition of Borrower and the Subsidiaries with Responsible Officers of Borrower and the Subsidiaries and with its independent certified public accountants. If requested by the Agent, the Borrower shall issue, and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts shall cause any Subsidiary to provide for the Lenders (in the presence of representatives of the Borrower) issue, written instructions to meet with the their respective independent certified public accountants authorizing them to communicate with the Agent and to release to the Agent whatever financial information concerning the Borrower or any Subsidiary that the Agent may request. Upon the occurrence of an Event of Default, effective upon the Agent's request, the Borrower hereby irrevocably authorizes and directs, and shall cause any Subsidiary to authorize and direct, all auditors, accountants, or other third parties to deliver to the Agent, at the Borrower's expense, copies of the Borrower Borrower's or Subsidiary's financial statements, papers related thereto, and its Subsidiaries; providedother accounting records of any nature in their possession, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives the Bank any information which is subject to they may have regarding each of the attorney-client privilege Borrower's or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesSubsidiary's business affairs and financial condition.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities and activities, (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender Funding Party to visit and inspect any of its properties and examine and make abstracts from any of its books financial and accounting records at upon reasonable notice and during normal business hours (provided that such visits shall be coordinated by the Administrative Agent), (c) permit representatives of any reasonable time Funding Party to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries (provided that such discussions shall be coordinated by the Administrative Agent, and in no event shall there be more than two such discussions per year except during the continuance of an Event of Default) and (iid) use commercially reasonable efforts to provide for the Lenders (in the presence of permit representatives of the Borrower) Administrative Agent to meet with have reasonable discussions regarding the independent certified public accountants business, operations, properties and financial and other condition of the Borrower and its SubsidiariesSubsidiaries with its independent certified public accountants; provided, provided that any such visits or inspections discussions with the Borrower’s independent certified public accountants at the Borrower’s expense shall, except while an Event of Default has occurred and is continuing, be limited to one meeting per calendar year, and provided further that such discussions in any fiscal year shall be subject to at the Borrower’s expense only if the Audit Committee of the Borrower’s Board of Directors approves a fee schedule for such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, accountants for such fiscal year that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of includes amounts for such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesservices.

Inspection of Property; Books and Records; Discussions. (a) 180. Keep proper books of records and account accounts in which full, true and correct entries a manner to allow financial statements to be prepared in conformity with GAAP (or, with respect to Subsidiaries organized outside of the United States, the local accounting standards applicable to the relevant jurisdiction; provided, that, to the extent that any such Subsidiary is permitted to prepare financial statements in accordance with different local accounting standards, such Subsidiary shall continue to apply the local accounting standard applied as of the Closing Date (as such standard may be updated or revised from time to time and, for the avoidance of doubt, with any discretions, judgments and all Requirements elections afforded by such local accounting standard, including any changes in the application of Law such discretions, judgments and elections as such Subsidiary shall be made determine) except to the extent of all dealings and transactions in relation to its business and activities and (b) unless a Default changes between local accounting standards required by applicable law or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit regulation). 181. Permit representatives of any Lender designated by the Administrative Agent to visit and inspect any of its properties and examine and make abstracts from any of its books and records upon reasonable notice and at any such reasonable time times during normal business hours (provided, that (i) such visits shall be limited to discuss no more than one such visit per calendar year at each facility, (ii) such visits by the Administrative Agent shall be at the Administrative Agent’s expense, except in the case of the foregoing clauses (i) and (ii) during the continuance of an Event of Default and (iii) such visits shall not be for the purposes set forth under Section 6.14, it being understood that Section 6.14 shall govern discussions as set forth thereunder exclusively). 182. Permit representatives designated by the Administrative Agent to have reasonable discussions regarding the business, operations, properties and financial and other condition of the Borrower and its Significant Restricted Subsidiaries with officers and employees of the Borrower and its Significant Restricted Subsidiaries upon reasonable notice and at such reasonable times during normal business hours (provided, that (i) a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such discussions, (ii) use commercially reasonable efforts such discussions shall be coordinated by the Administrative Agent, (iii) such discussions 157 US-DOCS\123668313.8 shall be limited to provide no more than once per calendar year except during the continuance of an Event of Default and (iv) such discussions shall not be for the Lenders (in the presence of purposes set forth under Section 6.14, it being understood that Section 6.14 shall govern discussions as set forth thereunder exclusively). 183. Permit representatives of the Borrower) Administrative Agent to meet with have reasonable discussions regarding the independent certified public accountants business, operations, properties and financial and other condition of the Borrower and its Subsidiaries; Restricted Subsidiaries with its independent certified public accountants to the extent permitted by the internal policies of such independent certified public accountants upon reasonable notice and at such reasonable times during normal business hours (provided, that any such visits or inspections (i) a Responsible Officer of the Borrower shall be subject afforded the opportunity to be present during such conditions discussions, (ii) such discussions shall be limited to no more than once per calendar year except during the continuance of an Event of Default and (iii) such discussions shall not be for the purposes set forth under Section 6.14, it being understood that Section 6.14 shall govern discussions as set forth thereunder exclusively). Notwithstanding anything to the contrary in this Section 6.6 or Section 6.14, none of the Borrower and each or any of its Significant the Restricted Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall will be required to disclose disclose, permit the inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or its agents their respective representatives or representatives contractors) is prohibited or restricted by Requirements of Law or any information which binding agreement or obligation, (iii) is subject to the attorney-client or similar privilege or constitutes attorney work-work product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties(iv) constitutes classified information.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries entries, in all material respects in conformity with GAAP and all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to its business and activities activities, except, in the case of Requirements of Law, where the failure to do so would not have a Material Adverse Effect; and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of the Administrative Agent or any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and upon at least three days prior notice or such lesser period of time as may be acceptable to the Borrower or the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and with its independent certified public accountants (ii) use PROVIDED that with respect to Subsidiaries, other than during the existence of a Default, the Borrower shall have complied with this obligation if it shall -39- have used its commercially reasonable efforts to provide for cause its Subsidiaries to allow the Lenders (in Administrative Agent and/or the presence applicable Lender pursuant to the foregoing terms and conditions to visit and inspect the properties of representatives such Subsidiaries and examine and make abstracts from any of the Borrower) books and records of such Subsidiaries and to meet discuss the business, operations, properties and financial and other condition of such Subsidiaries with the officers and employees of such Subsidiaries and with their independent certified public accountants of the Borrower and its Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesaccountants).

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) unless a Default or an Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time to discuss the business, operations, properties and financial and other condition of PCG, the Borrower and its their Significant Subsidiaries with officers and employees of PCG, the Borrower and its their Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower PCG and its Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as PCG, the Borrower and each of its their Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither none of PCG, the Borrower nor any of their Significant Subsidiary Subsidiaries shall be required to disclose to any Lender or its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its businesses and activities; and permit, during regular business hours and activities and (b) unless a Default upon reasonable notice by the Agent or Event of Default has occurred and is continuingany Lender, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of the Agent or any Lender to visit and inspect any of its properties or the Collateral and examine and make abstracts from any of its books and records (other than materials protected by the attorney-client privilege and materials which the Borrower may not disclose without violation of a confidentiality obligation binding upon it) at any reasonable time and as often as may reasonably be desired, subject to the rights of tenants in possession of all or a portion of the Mortgaged Properties pursuant to leases or other occupancy agreements permitted by hereunder, and to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the its independent certified public accountants accountants. Upon the request of the Borrower Required Lenders, the Agent, on behalf of the Lenders, may conduct (or engage a third-party to conduct) a field exam or other appraisal of the Collateral, at the Borrower's expense, and its Subsidiaries; providedthe Credit Parties shall provide reasonable access to all business records and appropriate employees, that any accountants and auditors of the Credit Parties to such visits or inspections field exam. There shall be subject to such conditions as no limit on the Borrower and each number of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and securityfield exams or personal property appraisals conducted in accordance with this section; and providedhowever, further, that neither the Borrower nor any Significant Subsidiary there shall be required to disclose to no more than two appraisals of real property Collateral during any Lender or its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties12 month period.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP (or SAP as applicable) and all Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ upon reasonable prior notice, (i) permit representatives of the Administrative Agent (who may be accompanied by representatives of other Lenders) and, during the continuance of an Event of Default, any Lender to (x) visit and inspect any of its properties and examine and properties, (y) during the continuance of an Event of Default, conduct reasonable examinations of (and, with the consent of the Borrowers, such consent not to be unreasonably withheld, make abstracts from from) any of its books and records at any reasonable time to and as often as may reasonably be requested and (z) discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries Borrowers with officers and employees of the Borrower and its Significant Subsidiaries and Borrowers. It is understood that (iii) use commercially reasonable efforts any information obtained by the Administrative Agent or any Lender in any visit or inspection pursuant to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower and its Subsidiaries; provided, that any such visits or inspections this Section 6.6 shall be subject to such conditions as the Borrower and each confidentiality requirements of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and providedSection 10.16, further(ii) the Borrowers may impose, that neither the Borrower nor any Significant Subsidiary shall be required to disclose with respect to any Lender or its agents or representatives any information Affiliate of any Lender reasonably deemed by the Borrowers to be engaged significantly in a business which is subject directly competitive with any material business of the Borrowers and their Subsidiaries, reasonable restrictions on access to proprietary information of the Borrowers and their Subsidiaries and (iii) the Lenders will coordinate their visits through the Administrative Agent with a view to preventing the visits provided for by this Section 6.6 from becoming unreasonably burdensome to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesBorrowers and their Subsidiaries.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP (or SAP as applicable) and all Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ upon reasonable prior notice, (i) permit representatives of the Administrative Agent (who may be accompanied by representatives of other Lenders) and, during the continuance of an Event of Default, any Lender to visit (x) visit, and inspect any of its properties and examine and properties, (y) during the continuance of an Event of Default, conduct reasonable examinations of (and, with the consent of the Borrower, such consent not to be reasonably withheld, make abstracts from from) any of its books and records at any reasonable time to and as often as may reasonably be requested and (z) discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and Borrower. It is understood that (i) any information obtained by the Administrative Agent or any Lender in any visit or inspection pursuant to this Section shall be subject to the confidentiality requirements of Section 10.15, (ii) use commercially reasonable efforts the Borrower may impose, with respect to provide for any Lender or any Affiliate of any Lender reasonably deemed by the Lenders (Borrower to be engaged significantly in the presence of representatives of the Borrower) to meet a business which is directly competitive with the independent certified public accountants any material business of the Borrower and its Subsidiaries; provided, that any such visits or inspections shall be subject reasonable restrictions on access to such conditions as proprietary information of the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither (iii) the Lenders will coordinate their visits through the Administrative Agent with a view to preventing the visits provided for by this Section from becoming unreasonably burdensome to the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or and its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesSubsidiaries.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities activities, in each case in all material respects, and (b) unless a Default or at reasonable times and upon reasonable advance notice (provided no notice is required if an Event of Default has occurred and is continuing), not more than once a year and after at least five Business Days’ notice, (i) permit representatives and independent contractors of any Lender the Administrative Agent to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries Group Members with officers officers, directors and employees of the Borrower Group Members and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the their independent certified public accountants accountants; provided that such inspections shall not be undertaken more frequently once every twelve (12) months, unless an Event of Default has occurred and is continuing, in which case there shall be no limitations on the number of such inspections and audits. All such inspections and audits made in accordance with this Section 6.7 shall be at the sole expense of the Group Members. The Administrative Agent and the Lenders shall give Borrower and the opportunity to participate in any discussions with its Subsidiaries; providedindependent certified public accountants. Notwithstanding anything to the contrary in this Section 6.7, that any such visits or inspections shall be subject to such conditions as none of the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall Group Members will be required to disclose or permit the inspection or 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 the Administrative Agent or any Lender (or its agents their respective representatives or representatives contractors) is prohibited by a Requirement of Law or any information which binding agreement or (iii) that is subject to the attorney-attorney client or similar privilege or constitutes attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partieswork product.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP (or SAP as applicable) and all Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ upon reasonable prior notice, (i) permit representatives of the Administrative Agent (who may be accompanied by representatives of other Lenders) and, during the continuance of an Event of Default, any Lender to (x) visit and inspect any of its properties and examine and properties, (y) during the continuance of an Event of Default, conduct reasonable examinations of (and, with the consent of the Borrowers, such consent not to be reasonably withheld, make abstracts from from) any of its books and records at any reasonable time to and as often as may reasonably be requested and (z) discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries Borrowers with officers and employees of the Borrower and its Significant Subsidiaries and Borrowers. It is understood that (iii) use commercially reasonable efforts any information obtained by the Administrative Agent or any Lender in any visit or inspection pursuant to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower and its Subsidiaries; provided, that any such visits or inspections this Section shall be subject to such conditions as the Borrower and each confidentiality requirements of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and providedSection 10.14, further(ii) the Borrowers may impose, that neither the Borrower nor any Significant Subsidiary shall be required to disclose with respect to any Lender or its agents or representatives any information Affiliate of any Lender reasonably deemed by the Borrowers to be engaged significantly in a business which is subject directly competitive with any material business of the Borrowers and their Subsidiaries, reasonable restrictions on access to proprietary information of the Borrowers and their Subsidiaries and (iii) the Lenders will coordinate their visits through the Administrative Agent with a view to preventing the visits provided for by this Section from becoming unreasonably burdensome to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesBorrowers and their Subsidiaries.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account accounts in which entries full, true and correct entries in all material respects in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and from which financial statements conforming with GAAP can be derived and (bii) unless a Default or Event of Default has occurred and is continuingpermit, not more than once a year and after at least five Business Days’ noticethe Borrower’s expense, (i) permit representatives of any Lender the Administrative Agent to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours, upon reasonable prior notice, and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrower Holdings and its Significant Restricted Subsidiaries with officers and employees of the Borrower and its Significant Restricted Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of Holdings and its Restricted Subsidiaries so long as the Borrower shall have been given the reasonable opportunity to participate in such discussions; provided that notwithstanding the foregoing, (i) unless an Event of Default shall have occurred and its Subsidiaries; providedbe continuing, that any such visits or and inspections shall be subject limited to two times in any 12-month period and only one such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary time shall be required to disclose to any Lender at the Borrower’s expense and (ii) nothing in this Section 7.06 shall require Holdings or its agents Subsidiaries to take any action that would violate a confidentiality agreement or representatives obligations or waive any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiessimilar privilege.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP (or SAP as applicable) and all Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ upon reasonable prior notice, (i) permit representatives of the Administrative Agent (who may be accompanied by representatives of other Lenders) and, during the continuance of an Event of Default, any Lender to (x) visit and inspect any of its properties and examine and properties, (y) during the continuance of an Event of Default, conduct reasonable examinations of (and, with the consent of the Borrower, such consent not to be unreasonably withheld, make abstracts from from) any of its books and records at any reasonable time to and as often as may reasonably be requested and (z) discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and Borrower. It is understood that (i) any information obtained by the Administrative Agent or any Lender in any visit or inspection pursuant to this Section 6.6 shall be subject to the confidentiality requirements of Section 10.16, (ii) use commercially reasonable efforts the Borrower may impose, with respect to provide for any Lender or any Affiliate of any Lender reasonably deemed by the Lenders (Borrower to be engaged significantly in the presence of representatives of the Borrower) to meet a business which is directly competitive with the independent certified public accountants any material business of the Borrower and its Subsidiaries; provided, that any such visits or inspections shall be subject reasonable restrictions on access to such conditions as proprietary information of the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither (iii) the Lenders will coordinate their visits through the Administrative Agent with a view to preventing the visits provided for by this Section 6.6 from becoming unreasonably burdensome to the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or and its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesSubsidiaries.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP (or SAP as applicable) and all Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ upon reasonable prior notice, (i) permit representatives of the Administrative Agent (who may be accompanied by representatives of other Lenders) and, during the continuance of an Event of Default, any Lender to (x) visit and inspect any of its properties and examine and properties, (y) during the continuance of an Event of Default, conduct reasonable examinations of (and, with the consent of the Borrowers, such consent not to be reasonably withheld, make abstracts from from) any of its books and records at any reasonable time to and as often as may reasonably be requested and (z) discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries Borrowers with officers and employees of the Borrower and its Significant Subsidiaries and Borrowers. It is understood that (iii) use commercially reasonable efforts any information obtained by the Administrative Agent or any Lender in any visit or inspection pursuant to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower and its Subsidiaries; provided, that any such visits or inspections this Section shall be subject to such conditions as the Borrower and each confidentiality requirements of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and providedSection 10.15, further(ii) the Borrowers may impose, that neither the Borrower nor any Significant Subsidiary shall be required to disclose with respect to any Lender or its agents or representatives any information Affiliate of any Lender reasonably deemed by the Borrowers to be engaged significantly in a business which is subject directly competitive with any material business of the Borrowers and their Subsidiaries, reasonable restrictions on access to proprietary information of the Borrowers and their Subsidiaries and (iii) the Lenders will coordinate their visits through the Administrative Agent with a view to preventing the visits provided for by this Section from becoming unreasonably burdensome to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesBorrowers and their Subsidiaries.

Inspection of Property; Books and Records; Discussions. (a) (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower and its Significant Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety safety, security and securityconfidentiality; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives Person any information the disclosure of which is prohibited by applicable law or binding agreement or subject to the attorney-client privilege or attorney workconstitutes attorney-work product privilege properly asserted by or constitutes non-financial trade secrets or non-financial proprietary information so long as (x) such confidentiality obligation was not entered into in contemplation hereof and (y) the applicable Person Borrower provides such Lender with notice that information is being withheld due to prevent the loss existence of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesobligation.

Inspection of Property; Books and Records; Discussions. The Borrower will, and will cause each of its Significant Subsidiaries to, (a) Keep keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender (not more frequently than once per year if no Default or 29 Event of Default exists) upon reasonable notice to the Borrower to visit and inspect any of its properties and examine request and make abstracts from any obtain copies of its books financial records and records at any reasonable time to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its such Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the their independent certified public accountants of the Borrower and its Subsidiariesaccountants; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries Subsidiaries, as the case may be, shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives any information which that is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties.

Inspection of Property; Books and Records; Discussions. Permit Agents and each Bank, through their authorized attorneys, accountants and representatives (a) Keep proper books at all reasonable times during normal business hours, upon the request of records either Agent or such Bank, to examine Company's and account in which fulleach Subsidiary's books, true accounts, records, ledgers and correct entries in conformity with GAAP assets and all Requirements properties of Law shall be made of all dealings every kind and transactions in relation to its business and activities and description wherever located; (b) unless at any time and from time to time, upon the request of the Collateral Agent or the Majority Banks, to conduct full or partial collateral audits of Company and the Subsidiaries to be completed by an appraiser as may be selected by the Collateral Agent and the Majority Banks and consented to by Company (such consent not to be unreasonably withheld), with all reasonable costs and expenses of such audits to be reimbursed by Company, provided however that prior to the occurrence and continuance of any Default or Event of Default, the Company shall be required to reimburse the Collateral Agent for the reasonable costs and expenses of no more than two (2) such audits conducted by Collateral Agent in any year and provided further however that Company shall be required to reimburse the Collateral Agent for all reasonable costs and expenses of all audits conducted after the occurrence and during the continuance of a Default or Event of Default has occurred Default; and is continuing, not more than once a year and after at least five Business Days’ notice, (ic) permit representatives of any Lender Agents and each Bank or their authorized representatives, at reasonable times and intervals, to visit all of their respective offices, discuss their respective financial matters with their respective officers and inspect independent certified or chartered public accountants, as applicable, and, by this provision, Company authorizes such accountants to discuss the finances and affairs of Company and the Subsidiaries (provided that Company is given an opportunity to participate in such discussions) and examine any of its properties and examine and make abstracts from any of its or their books and records at any reasonable time other corporate records. Notwithstanding the foregoing, all information furnished to discuss the business, operations, properties and financial and other condition of Agents or the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower and its Subsidiaries; provided, that any such visits or inspections Banks hereunder shall be subject to such conditions as the Borrower and each undertaking of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Lender or its agents or representatives any information which is subject to the attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege Banks set forth in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesSection 13.11 hereof.