Common use of Inspection of Property Clause in Contracts

Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to 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 confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.

Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security)inspections, accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective its accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once twice in any calendar year, with reasonable efforts to make combined visits year (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visitsAgent), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, Borrower and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to 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 non‑financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, Agreement or (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.

Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable AMERICAS/2023601503.12023601503.8 76 Cleco Corporate Holdings LLC Credit Agreement examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to 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 confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.

Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to 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 confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of Cleco Power LLC Credit Agreement any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.

Inspection of Property. The Borrower Purchaser shall have until forty-five (45) days after the Effective Date (the "Inspection Period") to investigate and each inspect the Property and conduct any and all due diligence as Purchaser may deem necessary. Seller shall cooperate with Purchaser to facilitate such investigation and inspection, and in the event that Purchaser desires to meet with any of the tenants on the Property, Purchaser shall first give Seller not less than two (2) days advance notice (written or oral), and then a representative of Seller shall have the opportunity to accompany Purchaser at such meeting. Until Closing, Purchaser and any of its Subsidiaries will keep proper authorized representatives and agents shall have access onto the Land for the determination of utility availability, soil, environmental, engineering, and feasibility testing, and other tests, inspections, and investigations deemed necessary by Purchaser in its sole discretion, including without limitation, examination of all Tenant Leases, Service Contracts (as defined in Section 6.22 hereof), tangible personal property and intangible personal property. Purchaser agrees to indemnify and hold Seller harmless from all liability for injury to person or property arising out of the inspection and investigation of the Property by Purchaser or by any of the representatives or agents of Purchaser, and Purchaser shall promptly restore the Property in the event that Purchaser's inspections and investigations result in any damage to the Property. At all reasonable times prior to and after the Closing Date for a period of three (3) years, Seller shall give Purchaser, and its counsel, accountants and representatives, full access to all books and records in accordance with GAAP respect to ownership, management and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel operation of the BorrowerProperty, shall permit them to copy the same and shall furnish Purchaser with all such information concerning the same as Purchaser may reasonably request. All such information shall be kept confidential by Purchaser. Seller and Purchaser hereby agree, notwithstanding anything to the Administrative Agent contrary contained in this Agreement, that Purchaser shall have the unconditional and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts absolute right to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined terminate this Agreement by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision delivery of written notice to Seller given at any time before the close of the Inspection Period, in advance which event the Deposit shall be paid to Purchaser and Purchaser shall deliver to Seller all documents that Seller has previously provided to Purchaser and copies of all reports that Purchaser has obtained with respect to the Borrower, and (d) will Property. The indemnification provided in this Section 3 shall survive any termination of this Agreement by Purchaser as provided above. If Purchaser shall not unduly interfere with terminate this Agreement prior to the operations or management expiration of the Borrower’s business. Notwithstanding anything Inspection Period as provided in this Section 3, the Deposit shall thereafter be non-refundable to Purchaser, except in the event of a Seller default or as otherwise specifically set forth herein and subject to the contrary, performance by Seller of all of its obligations under no circumstances shall the Borrower or any Subsidiary be required to 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 confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.

Inspection of Property. The Borrower Books and Records, Discussions. Permit Agent and each of its Subsidiaries will keep proper books Bank, through their authorized attorneys, accountants and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections representatives (a) will occur not more frequently than once at all reasonable times during normal business hours, upon the prior written notice by Agent or such Bank, to examine Company's and each Subsidiary's books, accounts, records, ledgers and assets and properties of every kind and description wherever located; (b) at any time and from time to time (in any calendar yearevent, at least once a year unless Availability is less than $12,500,000, in which case, at least once a quarter), upon the request of 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 Agent and the Majority Banks and consented to by Company (such consent not to be unreasonably withheld), with all reasonable efforts costs and expenses of such audits to make combined visits 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 Agent for the reasonable costs and expenses of no more than one (1) (unless Availability is less than $12,500,000, in which case four (4)) such audit(s) conducted by Agent in any year and provided further, however, that Company shall be required to reimburse the Agent for all reasonable costs and expenses of all audits conducted after the occurrence and during the continuance of a Default or an Event of Default has occurred Default; and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken permit Agent and each Bank or their authorized representatives, at reasonable times following the provision and intervals upon prior written notice, to visit all of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to 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 confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliatesoffices, representatives, contractors, accountants discuss their respective financial matters with their respective officers and independent certified or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with chartered public accountants, only if as applicable, and, by this provision, Company authorizes such accountants to discuss the Borrower has been finances and affairs of Company and the Subsidiaries (provided that Company is given the an opportunity to participate in such discussions) and examine any of its or their books and other corporate records. Notwithstanding the discussionsforegoing, all information furnished to the Agent or the Banks hereunder shall be subject to the undertaking of the Banks set forth in Section 13.11 hereof. The first collateral audit under this Section 7.6 shall be commenced by Agent within 90 days of the Effective Date."

Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to 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 confidential proprietary information, (ii) in Cleco Power LLC Credit Agreement respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.

Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and and/or its any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once twiceonce in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to 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 confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent Agent, or any Lender, Issuing Bank or Swingline Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this AgreementAgreement or, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.

Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and and/or its any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once twiceonce in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to 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 non-financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this AgreementAgreement or, (iii) that is subject to attorney−client attorney-client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.

Inspection of Property. The Borrower and each of its Subsidiaries will keep BOOKS AND RECORDS; DISCUSSIONS. (a) Keep proper books of record and records account in accordance which full, true and correct entries in conformity with GAAP and will all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit reasonable examinations representatives of any Lender (including field examiners who may be employees of any Lender or independent contractors) 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 reasonable inspections as often as may reasonably be desired and to discuss the business, operations, properties and financial or other condition of CCI and its property (subject to reasonable procedures relating to safety Subsidiaries with officers and security), accompanied by personnel employees of the Borrower, by CCI and its Subsidiaries and with its independent certified public accountants; PROVIDED that the Administrative Agent or such Lender shall notify the Borrower prior to any contact with such accountants and any Lender and/or their respective accountants or other professional advisers; provided that give the Borrower the opportunity to participate in such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event discussions. Upon the request of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to 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 confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender shall enter into (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions other necessary party to such a confidentiality agreement, CCI and its Subsidiaries shall use their best efforts to cause such party to enter into) a confidentiality agreement with accountants, only if the Administrative Agent and the Lenders in form and substance mutually satisfactory to the Administrative Agent and the Borrower to permit the examination by the Administrative Agent and the Lenders in accordance with the terms of this Section 7.6 of the books and records of certain entities in which CCI or any of its Subsidiaries has been given an equity investment as previously disclosed to the opportunity Administrative Agent and the Lenders by the Borrower. The Borrower hereby agrees to participate reimburse the Administrative Agent for (i) costs and expenses (other than travel costs and expenses) up to a maximum of $20,000 and (ii) reasonable travel costs and expenses, in each case incurred in connection with each field examination contemplated by this Section 7.6, PROVIDED that, unless an Event of Default shall have occurred and be continuing, the discussionsBorrower shall pay for no more than one such examination in each fiscal year of the Borrower.

Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of During the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to 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 confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation term of this Agreement, (iii) that is Purchaser shall have the right to enter the Property subject to attorney−client the following limitations: (A) any entry onto the Property by Purchaser, its agents or similar privilege representatives, shall be during normal business hours, following reasonable prior telephone notice to Seller and delivery to Seller of satisfactory evidence of Purchaser's general liability insurance, and, at Seller's discretion, Purchaser, its agents or constitutes attorney work productrepresentatives shall be accompanied by a representative of Seller; (B) Purchaser shall not conduct any drilling, test borings or other invasive testing or disturbance of the Property for review of soils, compaction, environmental, structural or other conditions without Seller's prior written consent; (ivC) any discussions or interviews with any of the tenants of the Property or their personnel or counsel shall be conducted in the case presence of Seller or its representatives; (D) Purchaser shall exercise reasonable diligence not to disturb the use or occupancy of any occupant of the Property; and (E) Purchaser shall indemnify, defend and hold Seller harmless from all loss, cost, and expense (including, without limitation, reasonable attorney's fees and disbursements), resulting from any personal injury or property damage caused by any entry or inspections or other due diligence activities performed by Purchaser, its agents and representatives. Purchaser's obligations under this Section shall survive any termination of this Agreement. Seller hereby grants Purchaser from and after the date hereof, and continuing through the date of Closing the right to have discussions with accountantsand interview representatives of GS (hereinafter defined) and Stroock & Stroock & Xxxxx LLP ("SSL") provided that a representative of Seller is present during such discussions and interviews. During the term of this Agreement, only if Seller shall cooperate with Purchaser in scheduling any inspections, tests and tenant interviews in an expeditious fashion so as to enable Purchaser to fully investigate the Borrower has been given Property, which Purchaser shall have the opportunity right to participate do at any time prior to Closing in accordance with the discussionsprovisions of this Agreement, and shall provide Purchaser with the Due Diligence Materials, provided that subsequent to the Due Diligence Period, Purchaser shall have no right to terminate this Agreement based on its continued investigation of the Property except as specifically set forth in this Agreement.

Inspection of Property. Books and Records; Change of Name, Principal -------------------------------------------------------------------- Place of Business, Location of Collateral, Etc. The Borrower will keep, and ---------------------------------------------- will cause each of its Subsidiaries will keep to keep, proper books of record and records account in accordance which full, true and correct entries in conformity with GAAP shall be made of all dealings and will permit reasonable examinations transactions in relation to their businesses and activities; the Borrower shall make no significant change in its accounting practices except as permitted or required by GAAP. The Borrower shall have the right, however, to change its fiscal year on one occasion, provided, however, as a condition -------- ------- precedent thereto, the Borrower shall, at the request of the Agent, enter into an amendment of this Credit Agreement, in form and substance reasonably satisfactory to the Required Lenders, sufficient to make this Credit Agreement (and the terms contained herein), after effectuation of such proposed change in fiscal year, financially and economically equivalent to this Credit Agreement as it existed prior to the effectuation of such proposed change. The Borrower agrees that the Agent or its agents may enter upon the premises of the Borrower or any of its books Subsidiaries at any time and from time to time, during normal business hours and upon reasonable prior notice, and at any time at all and without notice on and after the occurrence and during the continuance of an Event of Default, for the purpose of (i) inspecting the Collateral, (ii) inspecting and/or copying (at Borrower's expense) any and all records pertaining thereto, (iii) discussing the affairs, finances and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel business of the BorrowerBorrower with any officers, by employees and directors of the Administrative Borrower or with the Auditors and (iv) verifying Eligible Accounts Receivable and/or Eligible Inventory. Any Lender may accompany the Agent and on any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections visit at such Lender's own expense. The Borrower agrees to afford the Agent ten (10) Business Days prior written notice of (a) any new or additional location of any Collateral at which location Collateral having an aggregate value in excess of $1,000,000 will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits)be located, (b) will be at any change in the sole expense location of its chief executive office or any new or additional places of business (other than new retail locations for which the Administrative Borrower shall give Agent and/or requesting Lenderwritten notice within fifteen (15) days after the opening thereof) from the locations specified in Schedule D, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following any change in its corporate name and, in each such case, the provision of written notice Borrower further agrees to execute in advance of such addition or change and cause to be filed and/or delivered to the BorrowerAgent any financing statements or other documents required by the Agent, all in form and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein substance satisfactory to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to 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 confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussionsAgent.

Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and Notwithstanding any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance provisions to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to 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 confidential proprietary information, (ii) contrary contained in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, the parties hereto agree that Purchaser, its agents and representatives shall have a period (iiithe “Inspection Period”), of fourteen (14) days from the Execution Date, in which to enter upon and make a complete inspection of the Property. Such inspection may include, but shall not be limited to, structural, mechanical, electrical, engineering, environmental, soil and landscaping tests, surveys, analyses and examinations; inspections for termites or other wood destroying organisms; and such other tests, studies, observations, analyses and examinations or studies that Purchaser may deem necessary or desirable in connection with its acquisition of the Property. During the Inspection Period Purchaser shall have free and complete access to all documentation, agreements and other information pertaining to the ownership, use or operation of the Property, a list of which is subject attached hereto as Exhibit “B” and incorporated herein by reference, to attorney−client or similar privilege or constitutes attorney work product, or (iv) the extent such information is in the case possession of Seller or any employee, agent or independent contractor of Seller, and Purchaser shall have the right to make copies of any discussions with accountantssuch information at Purchaser’s expense. In the event that Purchaser, only if in its sole discretion, determines that the Borrower condition of the Property is, for any reason whatsoever, unsatisfactory for Purchaser’s contemplated use or development of the Property, Purchaser shall have until the termination of the Inspection Period to notify Seller in writing that Purchaser has been given elected to terminate this Agreement. Promptly following receipt of such notice, Seller shall instruct the opportunity Escrow Agent (as hereinafter defined) to participate in return the discussionsXxxxxxx Money to Purchaser and, upon Purchaser’s receipt of the Xxxxxxx Money, this Agreement shall be terminated and neither party shall have any further rights hereunder. Purchaser hereby agrees to indemnify and hold Seller and its agents, employees, representatives and officers harmless from and against any costs, claims, damages, liabilities, obligations or injury to persons or property arising out of Purchaser’s inspection of the Property. Purchaser shall, immediately upon completing any inspection of the Property, restore the Property to its condition immediately prior to such inspection reasonable wear and tear excepted.

Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and and/or its any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once twiceonce in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to 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 confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this AgreementAgreement or, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.

Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to 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 non‑financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.

Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to 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 confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of AMERICAS/2023601513.12023601513.6 77 Cleco Power LLC Credit Agreement any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.

Inspection of Property. The Borrower Notwithstanding any other provisions to the contrary contained in this Agreement, the parties hereto agree that Purchaser, its agents and each representatives shall have a period of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property sixty (subject to reasonable procedures relating to safety and security60) days from Effective Date (the “Inspection Period”), accompanied by personnel in which to enter upon and make a complete inspection of the BorrowerProperty. Such inspection may include, by the Administrative Agent but shall not be limited to, structural, mechanical, electrical, engineering, environmental, soil and any Lender and/or their respective accountants landscaping tests, surveys, analyses and examinations; inspections for termites or other professional adviserswood destroying organisms; provided and such other tests, studies, observations, analyses and examinations or studies that such examinations and inspections (a) will occur not more frequently than once Purchaser may deem necessary or desirable in any calendar year, connection with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense its acquisition of the Administrative Agent and/or requesting Lender, as Property. During the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to 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 confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation pendency of this Agreement, Purchaser shall have free and complete access to all documentation, agreements and other information in the possession or reasonable control of Seller or any employee, agent or independent contractor of Seller pertaining to the ownership, use or operation of the Property, and Purchaser shall have the right to make copies of any such information at Purchaser’s expense. Purchaser shall have the right to contact governmental authorities, the United States Army Corps of Engineers and any industrial district in which any part of the Property may be situated, and to make inquiry thereof and to request documentation with respect to the Property; provided however, Purchaser shall give Seller at least twenty-four (iii24) hours prior written notice before contacting any of the foregoing entities and Seller reserves the right to have a representative present at the time Purchaser makes contact, whether by phone or in person. In the event that is subject Purchaser, in its sole discretion, determines that the condition of the Property is, for any reason or no reason whatsoever, unsatisfactory for Purchaser’s contemplated use or development of the Property, Purchaser shall have until the expiration of the Inspection Period to attorney−client notify Seller in writing that Purchaser has elected to terminate this Agreement. Promptly following receipt of such notice, the Escrow Agent shall promptly return the Xxxxxxx Money to Purchaser and, upon Purchaser’s receipt of the Xxxxxxx Money, this Agreement shall be terminated and neither party shall have any further rights hereunder, except for those provisions which are expressly stated to survive a termination of this Agreement. Purchaser hereby agrees to indemnify, defend and hold Seller harmless against any injury to persons or similar privilege property arising out of Purchaser’s inspection of the Property; provided, however, such indemnity, defense and agreement to hold harmless shall not apply to any damages, injuries, claims, losses or constitutes attorney work productcosts arising from the negligence or willful misconduct of Seller, its employees, tenants, agents or contractors. Furthermore, Purchaser shall have no liability to Seller, or to any other person or entity arising out of or in connection with the fact that Purchaser discovered and/or reported (ivas may be required by law or otherwise) in any adverse physical condition (including adverse environmental conditions), or other defect with respect to the case Property, unless such condition was caused by Purchaser or its representatives. This paragraph shall survive the Closing or any termination of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussionsthis Agreement.

Inspection of Property. The Borrower Lender and each its agents and representatives will have the right to enter and visit any Property for the purposes of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property observing the Property or inspecting Collateral (subject to reasonable procedures relating to safety and security)and, accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or if an Event of Default has shall have occurred and be continuing and Lender has reasonable grounds to believe that the Property is continuing not in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent material compliance with Environmental Laws, taking and removing soil or groundwater samples, and conducting tests on any Lender, with no obligation to combine visits), (b) will be at the sole expense part of the Administrative Agent and/or requesting Lender, Property) at such reasonable times during normal business hours and as the case often as may be (unless a Default or reasonably desired, upon reasonable advance notice to Borrower; provided, when an Event of Default exists Lender may do any of the foregoing at any time during normal business hours and without advance notice. Lender is under no duty, however, to visit or observe the Property or to conduct tests, and any such acts by Lender will be solely for the purposes of protecting Lender’s security and preserving Lender’s rights under this Agreement. No site visit, observation or testing by Lender will result in a waiver of any default of Borrower or impose any liability on Lender. In no event will any site visit, observation or testing by Lender be a representation that hazardous substances are or are not present in, on or under the Property, or that there has occurred been or will be compliance with any law, regulation or ordinance pertaining to hazardous substances or any other applicable governmental law. Neither Borrower nor any other party is entitled to rely on any site visit, observation or testing by Lender. Lender owes no duty of care to protect Borrower or any party against, or to inform Borrower or any other party of, any hazardous substances or any other adverse condition affecting the Property. Lender may in its discretion disclose to Borrower or, subject to Section 11.09, to any other party any report or finding made as a result of, or in connection with, any site visit or observation by Lender. Borrower understands and agrees that Lender makes no warranty or representation to Borrower or any other party regarding the truth, accuracy or completeness of any such report or findings that may be disclosed. Borrower also understands that depending on the results of any site visit, observation or testing by Lender disclosed to Borrower, Borrower may have the legal obligation to notify one or more environmental agencies of the results, and that such reporting requirements are site-specific and are to be evaluated by Borrower without advice or assistance from Lender. In each instance, Lender will give Borrower reasonable notice before entering the Property or any other place Lender is continuing in which case such examinations will permitted to enter under this Section 7.10(b). One inspection by Lender or an Affiliate of Lender (including, American AgCredit, PCA) per calendar year shall be at the expense of Borrower; provided that when an Event of Default exists there shall be no limit on the number of inspections at the expense of Borrower), (c) . Lender will be undertaken at make reasonable times following the provision of written notice in advance efforts to the avoid interfering with Borrower, and (d) will not unduly interfere with the operations or management ’s use of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to 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 confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussionsProperty.

Inspection of Property. The Borrower Purchaser acknowledges that it has had the opportunity to investigate the Property, the zoning and each other governmental limitations applicable to the Property, all documents and/or information provided to Purchaser relating thereto, and any other aspects or characteristics of the Property which may affect its Subsidiaries will keep proper books development, usage, operation or marketability. Purchaser's past investigations of the Property have been sufficient to induce Purchaser to enter into this Agreement, and records Purchaser shall have no right to terminate this Agreement and to receive a return of the Deposit for any reason, except as expressly set forth in accordance with GAAP and will permit reasonable examinations this Agreement. Purchaser shall continue to have the right of its books and records and reasonable investigation, which shall include, without limitation, the right to have made, at Purchaser's expense, any surveys, studies or inspections of its property (subject the Property as Purchaser may deem necessary or appropriate. Seller agrees to reasonable procedures relating cooperate reasonably with any such investigations, inspections, surveys or studies made by or at Purchaser's direction so long as such cooperation is at no expense to safety and security)Seller. Purchaser shall indemnify, accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrowerdefend, and (d) will not unduly interfere with the operations hold harmless Seller from any expenses, damages and liabilities, including reasonable attorneys' fees, that Seller may suffer or management incur arising out of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower any claims for property damage or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts ofpersonal injury, or discussion ofclaims from materialmen or laborers, any documentwhich in turn arise from Purchaser's investigations under this Section 2.2, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to and such indemnification shall survive the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation termination of this Agreement. Further, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case event Purchaser is unwilling or unable to close the transaction contemplated by this Agreement, for any reason whatsoever, except by reason of Seller's default, any discussions with accountantsand all plats, only if plans, submittals to governmental agencies and utilities, studies or tests, including, but not limited to, soil tests, topographical information, engineering and other similar preliminary work, but expressly excluding architectural and construction plans, drawings, specifications and designs, economic, financial and marketability studies and pro formas, and similar proprietary information of Purchaser, shall immediately be delivered to Seller and thereafter become the Borrower has been given the opportunity to participate in the discussionssole property of Seller.

Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable 106 Cleco CorporationCorporate Holdings LLC Credit Agreement examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and and/or its any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once twiceonce in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to 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 confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent Agent, or any Lender, Issuing Bank or Swingline Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this AgreementAgreement or, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.

Inspection of Property. The Borrower Books and Records, Discussions. Permit Agent and each of its Subsidiaries will keep proper books Bank, through their authorized attorneys, accountants and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections representatives (a) will occur not more frequently than once at all reasonable times during normal business hours, upon the prior written notice by Agent or such Bank, to examine Company's and each Subsidiary's books, accounts, records, ledgers and assets and properties of every kind and description wherever located; (b) at any time and from time to time (in any calendar yearevent, at least twice a year unless Availability is less than $12,500,000, in which case, at least once a quarter), upon the request of 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 Agent and the Majority Banks and consented to by Company (such consent not to be unreasonably withheld), with all reasonable efforts costs and expenses of such audits to make combined visits 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 Agent for the reasonable costs and expenses of no more than two (2) (unless Availability is less than $12,500,000, in which case four (4)) such audits conducted by Agent in any year and provided further however that Company shall be required to reimburse the Agent for all reasonable costs and expenses of all audits conducted after the occurrence and during the continuance of a Default or an Event of Default has occurred Default; and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken permit Agent and each Bank or their authorized representatives, at reasonable times following the provision and intervals upon prior written notice, to visit all of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to 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 confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliatesoffices, representatives, contractors, accountants discuss their respective financial matters with their respective officers and independent certified or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with chartered public accountants, only if as applicable, and, by this provision, Company authorizes such accountants to discuss the Borrower has been finances and affairs of Company and the Subsidiaries (provided that Company is given the an opportunity to participate in such discussions) and examine any of its or their books and other corporate records. Notwithstanding the discussionsforegoing, all information furnished to the Agent or the Banks hereunder shall be subject to the undertaking of the Banks set forth in Section 13.11 hereof. The first collateral audit under this Section 7.6 shall be commenced by Agent within 90 days of the Effective Date.