Common use of Inspection Rights Clause in Contracts

Inspection Rights. Permit representatives of the Administrative Agent (x) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers all at the reasonable expense of the Borrower, and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary 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 the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) and each Lender to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromtherefrom (other than records of the Board of Directors of such Loan Party or such Subsidiary), and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than once two (2) times during any calendar year absent the existence of an Event of Default and only one (ii1) such exercise time shall be at the Borrower’s reasonable expense; provided, provided further that when an Event of Default exists exists, the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or nor any Restricted Subsidiary will shall be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work work-product.

Inspection Rights. Permit representatives of the Administrative Agent (x) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers all at the reasonable expense of the Borrower, and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, provided further that when an Event of Default exists the Administrative Agent (or any of its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary 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 the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Inspection Rights. Permit At any reasonable time and from time to time during normal business hours and following reasonable prior notice, permit the Administrative Agent or any of the Lenders, or any agents or representatives of the Administrative Agent (x) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)Agent, to examine its corporate, financial and operating records, and make copies thereof of and abstracts from the records and books of account of the Parent Borrower or abstracts therefromany other Loan Party (other than materials protected by attorney-client privilege or that a Loan Party may not disclose without violation of a confidentiality obligation binding on it or subject to any other data protection laws) and visit the properties of the Parent Borrower and any other Loan Party, and to discuss its the affairs, finances and accounts of the Parent Borrower and any other Loan Party with its officers any of their officers, directors and/or, in the presence of the Parent Borrower if the Parent Borrower shall so request, independent public accountants, all at the reasonable expense of such Lender or, if applicable, the Borrower, Administrative Agent and at such reasonable times during normal business hours and as often as may be reasonably desiredhours, upon reasonable advance notice to the Parent Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures)on only one occasion during any Fiscal Year; provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists exists, the Administrative Agent (or its representatives) any Lender may do any of the foregoing at the reasonable expense of the Borrower Borrowers at any time during normal business hours hours, as often as may be reasonably desired and upon reasonable without advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or set forth in this Section 6.10, Agreement or any other Loan Document none of the Parent Borrower or any Restricted Subsidiary will of its Subsidiaries shall be required to disclose or discuss, or permit the inspection inspection, examination or discussion making of extracts of, any documentrecords, books, information or account or other matter (ix) in respect of which disclosure to the Administrative Agent, any Lender or their agents or representatives is then prohibited by applicable law or any agreement binding on the Parent Borrower or its Subsidiaries, (y) that is protected from disclosure by the attorney-client privilege or the attorney work product doctrine or (z) that constitutes non-financial trade secrets or non-financial proprietary informationinformation (collectively, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product“Disclosure Exceptions”).

Inspection Rights. Permit Subject to Section 6.19(h) in respect of Vessels, permit representatives of the Administrative Agent (x) and the Required Lenders to visit and inspect any of its their properties (subject to the extent it is within rights of lessees or sublessees thereof and subject to any restrictions or limitations in the applicable lease, sublease or other written occupancy arrangement pursuant to which any such person’s control to permit such inspectionSubsidiary party), to examine its corporate, financial financial, and operating records, and make copies thereof or abstracts therefrom, therefrom and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants (subject to such accountants’ policies and procedures), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance written notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (ia) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than once two times during any calendar year absent the existence continuation of an Event of Default and (ii) one such exercise time shall be at the Borrower’s reasonable expense; provided, further that expense and (b) when an Event of Default exists is continuing, the Administrative Agent or the Required Lenders (or its any of their respective representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower Loan Parties or any their Restricted Subsidiary Subsidiaries 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 the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. For the avoidance of doubt, the foregoing shall be subject to the provisions of Section 11.08.

Inspection Rights. Permit representatives of the Administrative Agent (x) to visit and inspect any of its properties (subject to the extent it rights of lessees or sublessees thereof and subject to any restrictions or limitations in the applicable lease, sublease or other written occupancy arrangement pursuant to which any Borrower Party is within such person’s control to permit such inspectiona party), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, managers, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance written notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during only the continuation Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10, (ii) unless an Event of DefaultDefault has occurred and is continuing, the Administrative Agent shall not exercise such rights more often than once one time during any calendar year absent the existence of an Event of Default and (iiiii) such exercise shall be at the Borrower’s reasonable expense; provided, further further, that when an Event of Default exists is continuing the Administrative Agent (or any of its respective representatives) may do any of the foregoing at the reasonable expense of the Borrower Borrower, at any time during normal business hours and upon reasonable advance written notice, and without limitation as to frequency. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceaccountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary Parties 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 the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement (provided such binding agreement was not entered into in contemplation of the requirements of this Section 6.10) or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product; provided that in the event the Borrower does not provide any document information in reliance on this sentence, the Borrower shall provide notice to the Administrative Agent that such document or information is being withheld to the extent the Borrower is able to do so without violating the applicable obligation or waiving privilege and the Loan Parties shall use their commercially reasonable efforts to communicate the applicable documents or information in a way that would not violate the applicable obligation or risk waiver of such privilege.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) and each Lender to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, therefrom (other than the records of the Board of Directors of such Loan Party or such Restricted Subsidiary) and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants (subject to customary access agreements), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than once two (2) times during any calendar year absent the existence of an Event of Default and only one (ii1) such exercise time shall be at the Borrower’s reasonable expense; provided, provided further that when an Event of Default exists exists, the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any of the Restricted Subsidiary Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) and each Lender to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromtherefrom (other than records of the Board of Directors of such Loan Party or such Subsidiary), and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than once two (2) times during any calendar year absent the existence of an Event of Default and only one (ii1) such exercise time shall be at the Borrower’s reasonable expense; provided, provided further that when an Event of Default exists exists, the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or nor any Restricted Subsidiary will shall be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work work-product.

Inspection Rights. Permit At any reasonable time and from time to time during normal business hours and following reasonable prior notice, permit the Administrative Agent or any of the Lenders, or any agents or representatives of the Administrative Agent (x) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)Agent, to examine its corporate, financial and operating records, and make copies thereof of and abstracts from the records and books of account of the Borrower or abstracts therefromany other Restricted Subsidiary (other than materials protected by attorney-client privilege or that a Restricted Subsidiary may not disclose without violation of a confidentiality obligation binding on it or subject to any other data protection laws) and visit the properties of the Borrower and any other Restricted Subsidiary, and to discuss its the affairs, finances and accounts of the Borrower and any Restricted Subsidiary with its officers any of their officers, directors and/or, in the presence of the Borrower if the Borrower shall so request, independent public accountants, all at the reasonable expense of such Lender or, if applicable, the Borrower, Administrative Agent and at such reasonable times during normal business hours and as often as may be reasonably desiredhours, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures)on only one occasion during any Fiscal Year; provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists exists, the Administrative Agent (or its representatives) any Lender may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours hours, as often as may be reasonably desired and upon reasonable without advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or set forth in this Section 6.10, Agreement or any other Loan Document none of the Borrower or any of its Restricted Subsidiary will Subsidiaries shall be required to disclose or discuss, or permit the inspection inspection, examination or discussion making of extracts of, any documentrecords, books, information or account or other matter (ix) in respect of which disclosure to the Administrative Agent, any Lender or their agents or representatives is then prohibited by applicable law or any agreement binding on the Borrower or its Restricted Subsidiaries, (y) that is protected from disclosure by the attorney-client privilege or the attorney work product doctrine or (z) that constitutes non-financial trade secrets or non-financial proprietary informationinformation (collectively, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product“Disclosure Exceptions”).

Inspection Rights. (a) Permit representatives of the Administrative Agent (x) Collateral Agent, or an independent third-party examiner acceptable to the Collateral Agent, at least once a calendar year to conduct a field examination and to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)Loan Parties’ properties, to examine its and their Subsidiaries’ corporate, financial and operating records, and make copies thereof or abstracts therefromtherefrom (subject to the limitation set forth in clause (b) below), and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants, all at the reasonable expense of the Borrower, Loan Parties and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the businessLoan Parties; provided, operationshowever, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided thatclause (c) below, (i) excluding any such visits and inspections during the continuation of prior to an Event of Default, the Administrative Collateral Agent shall not exercise conduct more than one such rights more often than once inspection (including a field examination) during any calendar year absent the existence of an Event of Default year; and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further further, however, that when an Event of Default exists the Administrative Collateral Agent (or any of its representativesrepresentatives or independent third-party examiners) may do any of the foregoing at the reasonable expense of the Borrower Loan Parties at any time during normal business hours and upon reasonable without advance written notice. (b) Each inspection shall include a review of the Loan Parties’ books and records and other documentation to such extent as determined by the Collateral Agent to be adequate to confirm contract compliance, Tranching criteria for Projects, Project Back-Log eligibility, Available Take-Out eligibility and other information requested by the Collateral Agent. The In connection with any field examination or inspection with respect to Eligible Inventory, the Collateral Agent shall be provided information maintained in any applicable Warehouse Operating System to such extent as determined by the Collateral Agent to be adequate to confirm compliance with respect to the requirements set forth in Section 6.14(e). Any inspection of the Material Contracts or any other agreement affiliated with a Permitted Asset Financing Transaction shall be limited to review by the counsel of the Administrative Agent shall give and the Borrower Collateral Agent. Such Material Contracts will not be copied, sent by mail, fax, e-mail or any other transmission, or distributed to any Lender or its counsel without the opportunity to participate in any discussions with express written consent of the Borrower’s accountants pursuant . (c) Subject to the second proviso in clause (ya) above and in addition to any field examinations, the Collateral Agent may (and at the direction of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(ia Lender shall) or in this Section 6.10, none of the Borrower or conduct an additional inspection during any Restricted Subsidiary will be required to disclose or permit calendar year beyond the inspection or discussion of, any document, information or other matter set forth in the first proviso in clause (a) above so long as (i) that constitutes non-financial trade secrets or non-financial proprietary informationthe results of such inspection will not result in the exercise of the Collateral Agent’s discretion as set forth in Sections 2.01(b), (ii) in respect such inspection shall be at the cost and expense of which disclosure to Lenders if at the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement time of Law or any binding agreement or such inspection no Event of Default exists, and (iii) that is subject to attorney client or similar privilege or constitutes attorney work productthe Collateral Agent designates such inspection as an “Additional Inspection”.

Inspection Rights. Permit With respect to any Loan Party, permit representatives and independent contractors of the Administrative Agent (x) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, managers, officers, and independent public accountants, all at the reasonable expense of the Borrower, Parent Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Parent Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during as contemplated by the continuation next proviso, the Administrative Agent on behalf of an Event the Lenders may exercise rights of Default, the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than once one (1) time during any calendar year absent the existence of an Event of Default and (ii) such exercise inspection shall be at the Parent Borrower’s reasonable sole expense; provided, further further, that when an (x) to the extent there exists any Event of Default exists Default, the Administrative Agent Agent, on behalf of the Lenders (or its representatives) may do any of its representatives or independent contractors), may have one (1) additional right to exercise the ability to visit, inspect and/or discuss in accordance with the foregoing during such calendar year at the reasonable expense of the Parent Borrower at any time during normal business hours and upon reasonable advance written notice and (y) to the extent (A) any Specified Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may, and (B) to the extent any Event of Default under Section 8.01(b) (solely with respect to any Financial Covenant) exists, the Administrative Agent or any Revolving Credit Lender (or any of their respective representatives or independent contractors) may, in each case of clauses (A) and (B), do any of the foregoing at the expense of Parent Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Parent Borrower the opportunity to participate in any discussions with the Parent Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.106.09, none of the Parent Borrower or any Restricted Subsidiary 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 the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement would be in breach of any confidentiality obligations, fiduciary duty or Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product; provided that in the event that Parent Borrower does not provide information in reliance on the exclusions in this sentence, it shall use its commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate such restrictions.

Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent (x) and each Lender to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, therefrom (other than the records of the Board of Directors of such Loan Party or such Restricted Subsidiary) and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants, all at the reasonable expense of the Borrower, Parent Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Parent Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than once two (2) times during any calendar year absent the existence of an Event of Default and only one (ii1) such exercise time shall be at the Parent Borrower’s reasonable expense; provided, provided further that when an Event of Default exists exists, the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Parent Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Parent Borrower the opportunity to participate in any discussions with the Parent Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Parent Borrower or any of the Restricted Subsidiary Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product. (b) Independently of or in connection with the visits and inspections provided for in clause (a) above, but not more than twice a year (unless required by applicable law or an Event of Default or Liquidity Event has occurred and is continuing) upon the request of the Administrative Agent after reasonable prior notice, the Parent Borrower will, and will cause each Restricted Subsidiary that is a Borrower to, permit the Administrative Agent or professionals reasonably acceptable to the Parent Borrower (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Administrative Agent to conduct appraisals, commercial finance examinations and other evaluations, including, without limitation, (i) of the Parent Borrower’s practices in the computation of the Borrowing Base, and (ii) inspecting, verifying and auditing the Collateral. The Parent Borrower shall pay the reasonable, documented, out-of-pocket fees and expenses of the Administrative Agent or such professionals with respect to such evaluations and appraisals.

Inspection Rights. Permit representatives The Company will, and will cause each of the Administrative Company’s Restricted Subsidiaries to, permit any representatives designated by the Collateral Agent (x) or, during the continuance of an Event of Default, any Lender, upon reasonable prior notice, to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromextracts from its books and records, and to discuss its affairs, finances and accounts condition with its senior officers all at and use commercially reasonable efforts to make its independent accountants available to discuss the reasonable expense affairs, finances and condition of the BorrowerCompany and the Company’s Restricted Subsidiaries, and all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures)requested; provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower no Loan Party or any Restricted Subsidiary will be required to disclose or disclose, permit the inspection inspection, examination or making copies of or abstracts from, or discussion of, any document, information or other matter that (ix) that constitutes non-financial trade secrets or non-financial proprietary information, (iiy) in respect of which disclosure to the Collateral Agent, any Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of any applicable Law or any binding agreement contractual obligation of the Company or its Restricted Subsidiaries (to the extent not entered into in contemplation of this Section 5.06) or (iiiz) that is subject to attorney attorney-client or similar privilege or constitutes attorney work productproduct and in all cases subject to applicable Law and the terms of applicable confidentiality agreements; provided that in the event that if any Loan Party or Restricted Subsidiary does not provide information in reliance on this proviso, the Company shall provide notice to the Collateral Agent that such information is being withheld and, in the case of any information withheld due to the application of any confidentiality obligation, use its commercially reasonable efforts to obtain consent to provide such information. Notwithstanding anything to contrary contained herein or in any other Loan Document, unless an Event of Default has occurred and is continuing, such visits and inspections can occur no more frequently than once per year. The Collateral Agent and the Lenders shall give the Company the opportunity to participate in any discussions with the Company’s independent accountants.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromtherefrom (other than the records of the board of managers (or equivalent governing body) of such Loan Party or such Restricted Subsidiary), and to discuss its affairs, finances and accounts with its officers directors, officers, and, to the extent an Event of Default has occurred and is continuing, independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding Borrower; provided that only the business, operations, properties and financial condition Administrative Agent on behalf of the Borrower Lenders may exercise rights of the Administrative Agent and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies Lenders under this Section 6.10 and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once one (1) time during any calendar year absent the existence of an Event of Default and such one (ii1) such exercise time shall be at the Borrower’s reasonable expenseexpense (it being understood that unless an Event of Default has occurred and is continuing, the Administrative Agent shall only visit locations where books and records and/or senior officers are located); provided, further further, that when an Event of Default exists exists, the Administrative Agent (or any of its representativesrespective representatives or independent contractors) on behalf of the Lenders may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any of the Restricted Subsidiary Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (ia) that constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement with any third party or (iiic) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product; provided that, to the extent legally permissible, the Borrower shall notify the Administrative Agent that any such document, information or other matter is being withheld pursuant to clauses (a), (b) or (c) of this Section 6.10 and shall use commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate such restrictions.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromtherefrom (other than the records of the board of managers (or equivalent governing body) of such Loan Party or such Restricted Subsidiary), and to discuss its affairs, finances and accounts with its officers directors, officers, and, to the extent an Event of Default has occurred and is continuing, independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding Borrower; provided that only the business, operations, properties and financial condition Administrative Agent on behalf of the Borrower Lenders may exercise rights of the Administrative Agent and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies Lenders under this Section 6.10 and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once one (1) time during any calendar year absent the existence of an Event of Default and such one (ii1) such exercise time shall be at the Borrower’s reasonable expenseexpense (it being understood that unless an Event of Default has occurred and is continuing, the Administrative Agent shall only visit locations where books and records and/or senior officers are located); provided, further further, that when an Event of Default exists exists, the Administrative Agent (or any of its representativesrespective representatives or independent contractors) on behalf of the Lenders may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of Holdings, the Borrower or any of the Restricted Subsidiary Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (ia) that constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement with any third party or (iiic) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product; provided that, to the extent legally permissible, the Borrower shall notify the Administrative Agent that any such document, information or other matter is being withheld pursuant to clauses (a), (b) or (c) of this Section 6.10 and shall use commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate such restrictions.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (xwho may be accompanied by any Lender) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants, all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and not more than one (y1) to have reasonable discussions regarding time each calendar year (in the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation absence of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense); provided, further however, that (i) when an Event of Default exists the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable without advance written notice. The , (ii) the Loan Parties shall not be required to pay the expenses of more than one (1) visit and inspection during any calendar year unless an Event of Default has occurred and is continuing, (iii) the Administrative Agent or Lender, as applicable, shall give at all times coordinate with the Borrower on the frequency and timing of any such visits and inspections so as to reasonably minimize the burden imposed on the Loan Parties, and (iv) a representative of the Borrower shall be given the opportunity to participate in be present for any discussions communication with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.107.10, none of the Borrower or any Restricted Subsidiary will Loan Parties and their Subsidiaries shall not be required to disclose disclose, or permit the allow inspection or discussion of, any document, document or information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives) any Lender is prohibited by Requirement of Law or would violate any binding agreement contractual confidentiality obligations to a third party if such obligations were not entered into in contemplation of this Agreement or (iii) that is subject to attorney attorney-client or similar privilege or constitutes attorney work work-product; provided that, in each case, the Borrower will advise the Administrative Agent that information is being withheld.

Inspection Rights. Permit representatives of (a) From the Administrative Agent date hereof until the Maturity Date, Borrower will furnish to Servicer (x) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspectionfinancial and professional advisors and Representatives), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers all at the reasonable expense of the Borrower, and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower permit Servicer and its Subsidiaries with the Representatives access during Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during or the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the BorrowerBank’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give , to such information and materials relating to the financial, business and legal condition of Borrower and the opportunity Bank[s] as may be reasonably necessary or advisable to participate in any discussions allow Servicer and its Representatives to remain familiar with Borrower and the Bank[s] and confirm compliance by Borrower with the Borrower’s accountants terms of this Agreement. Any investigation pursuant to clause (ythis Section 1.1(a) shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10business of Borrower, none of the and nothing herein shall require Borrower or any Restricted Subsidiary will be required to disclose or permit any information to the inspection or discussion of, any document, information or other matter extent (i) that constitutes non-financial trade secrets or non-financial proprietary informationprohibited by applicable Legal Requirement, (ii) in respect of which disclosure that Borrower reasonably believes such information to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement be competitively sensitive proprietary information, or (iii) that such disclosure would reasonably be expected to cause a violation of any agreement to which Borrower or any Subsidiary is a party or would cause a risk of a loss of privilege to Borrower or any Subsidiary; provided, that the types of information disclosed to Servicer pursuant to its investment made hereby shall not be withheld pursuant to clause (ii); provided further, that Borrower shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (iii) apply. Under no circumstances shall Confidential Customer Information be disclosed to any Lender or its Representatives. (b) In consideration of the rights granted under Section 1.1(a), the Servicer and each Lender each agrees that it will hold, will cause its Affiliates and Representatives (collectively with the Lenders and Servicer, the “Lender Entities”) to hold, in confidence, unless disclosure to a Governmental Agency is necessary or appropriate in connection with any necessary regulatory approval, or request for information or similar process, or unless compelled to disclose by judicial or administrative process or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Agency (in which case, such Lender or Servicer, as the case may be, shall, to the extent legally permissible and reasonably practicable, provide Borrower with prior written notice of such permitted disclosure, except to the extent such disclosure is in connection with a routine audit by a Governmental Agency that does not expressly reference Borrower or this Agreement), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Confidential Information”) concerning Borrower or the Bank furnished to the Lender Entities pursuant to this Agreement or in connection with the rights granted hereunder (except to the extent that such information can be shown to have been: (i) previously known by such party on a non-confidential basis; (ii) in the public domain through no fault of such party; or (iii) later lawfully acquired from other sources by the party to which it was furnished), and the Lender Entities shall not release or disclose such Confidential Information to any other person, except to potential third-party buyers of the Term Loan (subject to attorney client or execution of a non-disclosure agreement between such buyer and Borrower in a form substantially similar privilege or constitutes attorney work productto the Confidentiality Agreement entered into October 23, 2015 by and between Borrower and Servicer), with the express understanding that such parties will maintain the confidentiality of the Confidential Information pursuant to the terms herein.

Inspection Rights. Permit representatives of the Administrative Agent (x) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers all at the reasonable expense of the Borrower, and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, provided further that when an Event of Default exists the Administrative Agent (or any of its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(iSubsection 7.2(i) or in this Section 6.10Subsection 7.10, none of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information 1004254246v19 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 the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Inspection Rights. Permit In addition to the requirements pursuant to Section 7.4, permit representatives and independent contractors of the Administrative Agent (x) and the Requisite Lenders to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, therefrom and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Requisite Lenders may exercise rights of the Administrative Agent and the Requisite Lenders under this Section 8.6 and the Administrative Agent shall not exercise such rights more often than once two (2) times during any calendar year absent the existence of an Event of Default and only one (ii1) such exercise time shall be at the Borrower’s reasonable expense; provided, provided further that when an Event of Default exists exists, the Administrative Agent or the Requisite Lenders (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.108.6, none of the Borrower or any of the Restricted Subsidiary Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (ia) that constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement bona fide arm’s length third party contract, or (iiic) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) and each Lender to visit and inspect any of its properties (subject to the extent it is within rights of any tenants or occupants of such person’s control to permit such inspectionproperty), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromtherefrom (other than privileged correspondence with legal counsel), and to discuss its affairs, finances and accounts with its officers all at directors, officers, and independent public accountants (with respect to independent public accountants, in the reasonable expense presence of representatives of the BorrowerLoan Parties or otherwise with the consent of Holdings), and all at such reasonable times during normal business hours and and, subject to the limitation below, as often as may be reasonably desired, upon reasonable advance written notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of when an Event of DefaultDefault exists, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 6.10 (and representatives of any Lender may accompany the Administrative Agent on any such visit at their own expense) and the Administrative Agent shall not exercise such rights more often than once two times during any calendar year absent the existence of an Event of Default and (ii) only one such exercise time shall be at the Borrower’s reasonable expense; provided, provided further that when an Event of Default exists exists, the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable without advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of Holdings, the Borrower or nor any Restricted Subsidiary 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 the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) and each Lender to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, therefrom (other than the records of the board of directors of such Loan Party or such Restricted Subsidiary) and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants (subject to customary access agreements), all at the reasonable expense of the Borrower, Parent Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Parent Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than once two (2) times during any calendar year absent the existence of an Event of Default and only one (ii1) such exercise time shall be at the Parent Borrower’s reasonable expense; provided, provided further that when an Event of Default exists exists, the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Parent Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Parent Borrower the opportunity to participate in any discussions with the Parent Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Parent Borrower or any of the Restricted Subsidiary Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (ia) that constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iiic) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) and the Collateral Agent to visit and inspect any of its properties (provided that, unless a Default or Event of Default exists, neither the Administrative Agent nor the Collateral Agent may conduct or cause to be conducted any intrusive or invasive environmental testing at any of the extent it properties, unless and until prior written authorization for such testing is within such person’s control to permit such inspectionobtained from Holdings, which authorization shall not unreasonably be withheld), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public or chartered accountants, all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desiredunless a Default or Event of Default then exists or unless otherwise provided herein, not more frequently than twice in any Fiscal Year, upon reasonable advance notice to Holdings or the Borrower and permit representatives and independent contractors of each Lender to visit and inspect any of its properties (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an unless a Default or Event of DefaultDefault exists, such Lender may not conduct or cause to be conducted any intrusive or invasive environmental testing at any of the Administrative Agent properties, unless and until prior written authorization for such testing is obtained from Holdings, which authorization shall not exercise unreasonably be withheld), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public or chartered accountants, all at the expense of such rights more often than once Lender and at such reasonable times during any calendar year absent the existence of normal business hours and unless an Event of Default and (ii) such exercise shall be at then exists, not more frequently than once in any Fiscal Year, upon reasonable advance notice to Holdings or the Borrower’s reasonable expense; provided, further that however, that, notwithstanding the foregoing, when an Event of Default exists the Administrative Agent, the Collateral Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity notice to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.104.8, none of at all times during such visits and inspections, the Borrower Administrative Agent, the Collateral Agent or any Restricted Subsidiary 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 the Lenders Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law must comply with all applicable site regulations as the Borrower or its Subsidiaries or any binding agreement of their respective officers or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productemployees may require by reasonable notice of the same.

Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and each Lender to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, such inspection right shall not be exercised more than once per year and not more than three (x3) Business Days per inspection unless an Event of Default is then continuing; provided that, when an Event of Default is continuing the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice. (b) Use commercially reasonable efforts to procure access for representatives and independent contractors (including the Lenders’ Technical and Environmental Consultant) of the Administrative Agent to visit and inspect any the properties of its properties (to the extent it is within such person’s control to permit such inspection)Project Company, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants, all at the reasonable expense of the Borrower, and at such reasonable times Borrower during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures)Project Company; provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent inspection right shall not exercise such rights be exercised more often than once during per year (or four (4) times per year in the case of the Lenders’ Technical and Environmental Consultant) and not more than three (3) Business Days per inspection (in each case, not including any calendar year absent inspection rights necessary or desirable in connection with the existence of Lenders’ Reliability Test) unless an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary 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 the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productthen continuing.

Inspection Rights. Permit Subject to the rights of tenants, the Borrower shall, and shall cause each other Loan Party to, permit representatives and independent contractors of the Administrative Agent (xwhich may be accompanied by representatives and independent contractors of one or more Lenders) and, if an Event of Default has occurred and is continuing, representatives and independent contractors of any Lender to visit and inspect and photograph any Borrowing Base Property and any of its properties (to the extent it is within such person’s control to permit such inspection)other properties, to examine its corporate, financial and operating records, and all recorded data of any kind or nature, regardless of the medium of recording including all software, writings, plans, specifications and schematics, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desiredhours, upon reasonable advance notice to the Borrower applicable Loan Party and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights no more often than once during in any calendar year absent the existence period of twelve (12) consecutive months unless an Event of Default has occurred and (ii) such exercise shall be at the Borrower’s reasonable expenseis continuing; provided, further provided that when an Event of Default exists has occurred and is continuing the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable without advance written notice, subject to the rights of tenants. The Any inspection or audit of the Borrowing Base Properties or the books and records, including recorded data of any kind or nature, regardless of the medium of recording including software, writings, plans, specifications and schematics of any Loan Party, or the procuring of documents and financial and other information, by the Administrative Agent on behalf of itself or on behalf of the Lenders shall give be for the Borrower Administrative Agent’s and the opportunity Lenders’ protection only, and shall not (a) constitute any assumption of responsibility to participate in any discussions Loan Party or anyone else with regard to the condition, construction, maintenance or operation of the Borrowing Base Properties or the Administrative Agent’s approval of any certification given to the Administrative Agent, or (b) relieve any Loan Party of the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary 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 the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productLoan Party’s obligations.

Inspection Rights. Permit representatives and an independent contractor of the Administrative Agent (x) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)once per calendar year, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers and independent public accountants, all at the reasonable expense of the BorrowerAdministrative Agent, and at such reasonable times during normal business hours and as often as may be reasonably desiredrequested, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided thatany applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract or by law, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expenseregulation or governmental guidelines; provided, further however, that when an Event of Default exists the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower Borrower, at any time during normal business hours and upon reasonable without advance written noticenotice and as many times during any calendar year as such Administrative Agent or Lender shall so request; provided, further, that advance notice of any discussion with such independent accountants shall be given to the Borrower and, so long as no Event of Default shall have occurred and be continuing, the Borrower shall have the opportunity to be present at such discussion. The Administrative Agent and each Lender shall give the Borrower the opportunity to participate conduct any such inspection or examination (i) in any discussions reasonable accordance with the Borrower’s accountants pursuant to clause (y) of or the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any applicable Restricted Subsidiary 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, Subsidiary’s safety policies and procedures and (ii) in respect of which disclosure so as not to unreasonably materially interfere with the Borrower’s or its Restricted Subsidiaries’ operations. The Administrative Agent or the Lenders (or their respective representatives) is prohibited and each Lender agree to keep all information obtained by Requirement of Law or any binding agreement or (iii) that is subject them pursuant to attorney client or similar privilege or constitutes attorney work productthis Section confidential in accordance with Section 10.07.

Inspection Rights. Permit representatives of the Lenders through the Administrative Agent, the Administrative Agent (x) or any representative designated by the Administrative Agent, to visit and inspect any of its the properties of the Loan Parties or any of their respective Subsidiaries (subject to the extent it is within such person’s control to permit such inspectionrights of any tenants), to examine its corporate, financial the books of account of the Loan Parties and operating records, their respective Subsidiaries relating to their businesses (and to make copies thereof or abstracts and extracts therefrom, ) and to discuss its the affairs, finances and accounts with its officers all at the reasonable expense of the BorrowerLoan Parties and their respective Subsidiaries with their Responsible Officers, and all at such reasonable times (during normal business hours hours) and intervals as often as the Administrative Agent may reasonably request upon not less than four (4) Business Days’ notice; provided, however, that inspections shall be reasonably desired, upon reasonable advance notice limited to once per year unless an Event of Default shall have occurred and be continuing. The Administrative Agent and the Borrower and (y) Lenders shall use good faith efforts to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any coordinate such visits and inspections during so as to minimize the continuation of an Event of Default, interference with and disruption to the Administrative Agent shall not exercise Loan Parties’ or such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during Subsidiaries’ normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceoperations. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.107.10, none no Loan Party nor any of the Borrower or any Restricted Subsidiary their Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making of extracts, 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 the Lenders (or their respective representativesits designated representative) or any Lender is then prohibited by Requirement of Law law or any agreement binding agreement on any Loan Party or any of its Subsidiaries or (iiiii) that is subject to attorney client -client or similar privilege or constitutes attorney work product. Each such visit and inspection shall be at the visitor’s cost unless made during the continuance of an Event of Default, in which case all such costs shall be at the expense of the BorrowerBorrowers .

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) and each Lender, in each case subject to the provisions of Section 10.08 hereof, to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, therefrom (other than copies of the records of the board of directors of such Loan Party or such Restricted Subsidiary) and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants, all at the reasonable expense of the Borrower, Parent Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Parent Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an so long as no Event of DefaultDefault has occurred and is continuing, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than once two times during any calendar year absent the existence of an Event of Default and (ii) only one such exercise time shall be at the Parent Borrower’s reasonable expense; provided, further further, that when an Event of Default exists exists, the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing as often as may be reasonably necessary at the reasonable expense of the Parent Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Parent Borrower the opportunity to participate in any discussions with the Parent Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower Borrowers or any Restricted Subsidiary will be required to disclose disclose, or permit the inspection inspection, examination, making copies or abstracts of, or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.

Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent (x) and each Lender to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, therefrom (other than the records of the Board of Directors of such Loan Party or such Restricted Subsidiary) and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants (subject to customary access agreements), all at the reasonable expense of the Borrower, Parent Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Parent Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than once one (1) time during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expenseDefault; provided, provided further that when an Event of Default exists exists, the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Parent Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Parent Borrower the opportunity to participate in any discussions with the Parent Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Parent Borrower or any of the Restricted Subsidiary Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product. (b) Independently of or in connection with the visits and inspections provided for in clause (a) above, but not more than (x) if no Event of Default or Liquidity Event has occurred and is continuing, once during any 12-month period (unless required by applicable law), (y) if a Liquidity Event has occurred and is continuing, twice during any 12-month period and (z) if an Event of Default has occurred and is continuing, on an unlimited basis, in each case upon the request of the Administrative Agent after reasonable prior notice, the Parent Borrower will, and will cause each Restricted Subsidiary that is a Loan Party to, permit (and cooperate with) the Administrative Agent or professionals reasonably acceptable to the Parent Borrower (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Administrative Agent to conduct appraisals, field examinations, commercial finance examinations and other evaluations, including, without limitation, (i) of the Parent Borrower’s practices in the computation of the Borrowing Base, and (ii) inspecting, verifying and auditing the Collateral. The Parent Borrower shall pay the reasonable, documented, out-of-pocket fees and expenses of the Administrative Agent or such professionals with respect to such evaluations and appraisals.

Inspection Rights. Permit representatives of the Administrative Agent (x) and of each Lender to visit and inspect any of its properties (subject to the extent it rights of lessees or sublessees thereof and subject to any restrictions or limitations in the applicable lease, sublease or other written occupancy arrangement to which the Loan Parties or a Restricted Subsidiary is within such person’s control to permit such inspectionbound), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, therefrom (other than the records of the Board of Directors of such Loan Party or such Restricted Subsidiary) and to discuss its affairs, finances and accounts with its officers and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance written notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent (or its representative or contractors) on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than once one (1) time during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, provided further that when an Event of Default exists exists, the Administrative Agent or any Lender (or any of its respective representatives) may do any of the foregoing as often as may be reasonably necessary at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any of the Restricted Subsidiary Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.

Inspection Rights. Permit In addition to the requirements pursuant to Section 7.4, permit officers, employees and designated representatives of the Administrative Agent (x) and each Lender to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, therefrom and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 8.6 and the Administrative Agent shall not exercise such rights more often than once two (2) times during any calendar year absent if Excess Availability shall be less than 30% of the existence Maximum Credit for a period of an Event of Default five consecutive days during such calendar year, and only one (ii1) such exercise time shall be at the Borrower’s reasonable expense; provided, provided further that when an Event of Default exists exists, the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.108.6, none of Holdings, the Borrower or any of the Restricted Subsidiary Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (iia) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement bona fide arm’s length third party contract or (iiib) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.

Inspection Rights. Permit representatives of the Administrative Agent and each Lender (xin coordination with the Administrative Agent) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromtherefrom (other than records of the board of directors of such Loan Party or such Subsidiary), and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures) all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided thatthat , (i) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than once one (1) time during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further further, that when an Event of Default exists exists, the Administrative Agent or any Lender in coordination with the Administrative Agent (or its any of their respective representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of Holdings, the Borrower or any of its Restricted Subsidiary will Subsidiaries shall be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work work-product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) and each Lender to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, therefrom (other than the records of the board of directors of such Loan Party or such Restricted Subsidiary) and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants (subject to customary access agreements), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than once two (2) times during any calendar year absent the existence of an Event of Default and only one (ii1) such exercise time shall be at the Borrower’s reasonable expense; provided, provided further that when an Event of Default exists exists, the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceHoldings’ independent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of Holdings, the Borrower or any of the Restricted Subsidiary Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (ia) that constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iiic) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.

Inspection Rights. Permit representatives of the Administrative Agent (x) to visit and inspect any of its properties (subject to the extent it rights of lessees or sublessees thereof and subject to any restrictions or limitations in the applicable lease, sublease or other written occupancy arrangement pursuant to which any Borrower Party is within such person’s control to permit such inspectiona party), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, managers, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance written notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures)Representative; provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than once one time during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable Borrowers’ expense; provided, further further, that when an Event of Default exists is continuing the Administrative Agent (or any of its respective representatives) may do any of the foregoing at the reasonable expense of the Borrower Borrowers at any time and from time to time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Borrower Borrowers the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceBorrowers’ accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary Parties 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 the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.

Inspection Rights. Permit Subject to Section 11.07, permit representatives of the Administrative Agent and each Lender (xwhich shall be coordinated through the Administrative Agent) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)Properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers all at the reasonable expense of the Borrowerdirectors, senior officers, and independent public accountants (and the Loan Parties shall be afforded the opportunity to participate in any discussions with such directors, senior officers, and independent public accountants), at such reasonable times during normal business hours and as often as may be reasonably desiredbut not more frequently than once each fiscal year, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, that (ia) excluding any such visits and inspections during the continuation of absent an Event of Default, Default the Administrative Agent and the Lenders shall not exercise such rights more often than once be responsible for the expenses related thereto, (b) during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or any of its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause as often as may be reasonably desired and (yc) of the immediately preceding sentence. Notwithstanding notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.107.10, none of the Borrower Loan Parties or any Restricted Subsidiary their Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making of extracts, or discussion of, any documentdocuments, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent (or, as applicable, any Lender or the Lenders (or any of their respective designated representatives) is then prohibited by Requirement of Law law, rule or regulation or any agreement binding on any Loan Party or any of its Subsidiaries, as long as such agreement was not entered into in contemplation of or in connection with such inspection or (iiiii) that is subject in any Loan Party’s or Subsidiary's reasonable judgment, would compromise, or likely cause any Loan Party or Subsidiary to lose the benefit of protection in respect of, any attorney-client privilege, privilege afforded to attorney client work product or similar privilege privilege; provided that, upon any reasonable request of the Administrative Agent, such Loan Party or constitutes attorney work productSubsidiary shall make available redacted versions of requested documents or, if unable to do so consistent with the preservation of such privilege, shall use commercially reasonable efforts to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives pursuant to this Section 7.10, in a manner that will protect such privilege.

Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent (x) and each Lender to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers and independent public accountants, all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and, absent the existence of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent (i) prior to the existence first anniversary of an Event of Default the Closing Date, four (4) times and (ii) such exercise shall be at from and after the Borrower’s reasonable expensefirst anniversary of the Closing Date, two (2) times during each 12 month period commencing on the first anniversary of the Closing Date; provided, further further, that when an Event of Default exists exists, the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The notice (it being understood and agreed that the Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause independent public accountants). (yb) Make available, at the request of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10Administrative Agent, none senior executives of the Borrower or any Restricted Subsidiary 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) participate in respect of which disclosure to the Administrative Agent or quarterly conference calls with the Lenders to discuss the Borrower’s and its Subsidiaries’ business as reasonably requested by any Lender. (or their respective representativesc) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productComply with the covenants specified in Exhibit N(24).

Inspection Rights. Permit PermitSolely for the benefit of the First Lien Term Loan Lender Parties, permit officers, employees and designated representatives of the Administrative Agent (x) and each First Lien Term Loan Lender to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, therefrom and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the First Lien Term Loan Lenders may exercise rights under this Section 8.6 and the Administrative Agent shall not exercise such rights more often than once two (2) times during any calendar year absent the existence of an Event of Default year, and only one (ii1) such exercise time shall be at the Borrower’s reasonable expense; provided, provided further that when an Event of Default exists exists, the Administrative Agent or any First Lien Term Loan Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the First Lien Term Loan Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.108.6, none of Holdings, the Borrower or any of the Restricted Subsidiary Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (iia) in respect of which disclosure to the Administrative Agent or the Lenders any First Lien Term Loan Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement bona fide arm’s length third party contract or (iiib) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.

Inspection Rights. Permit representatives of the Administrative Agent and each Lender (xin coordination with the Administrative Agent) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromtherefrom (other than records of the board of directors of such Loan Party or such Subsidiary), and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures) all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent under clause (a) of this Section 6.10 and the Administrative Agent shall not exercise such rights more often than once one (1) time during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, provided further that when an Event of Default exists exists, the Administrative Agent or any Lender in coordination with the Administrative Agent (or its any of their respective representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower Holdings the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceHoldings’ independent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or Holdings nor any Restricted Subsidiary will shall be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work work-product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) and each Lender to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromtherefrom (other than records of the Board of Directors of such Loan Party or such Subsidiary), and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than once two (2) times during any calendar year absent the existence of an Event of Default and only one (ii1) such exercise time shall be at the Borrower’s reasonable expense; provided, further further, that when an Event of Default exists exists, the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of neither the Borrower or nor any Restricted Subsidiary will shall be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work work-product.

Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent Agent, once per fiscal year (x) unless during the continuance of any Event of Default), subject to reasonable notice and normal business hours to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (to the extent the Borrowers’ officers are afforded a reasonable opportunity to participate), all at the reasonable expense of the Borrower, Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the businessBorrowers; provided, operationshowever, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, that (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists exists, the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower Borrowers at any time during normal business hours and upon without advance notice and (ii) in respect of any such discussions with any independent accountants, the Borrowers or any of their Subsidiaries, as the case may be, must receive reasonable advance written notice. The Administrative Agent shall give the Borrower the notice thereof and a reasonable opportunity to participate in therein and such discussions will be subject to the execution of any discussions with the Borrower’s accountants pursuant to clause (y) non-reliance letter or other customary requirements of the immediately preceding sentencesuch accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower no Loan Party or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (ix) that constitutes non-financial trade secrets or non-financial proprietary informationsecrets, (iiy) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement requirements of Law or any binding agreement (not entered into in contemplation hereof), or (iiiz) that is subject to attorney client or similar privilege or constitutes attorney work product. (b) If requested by the Administrative Agent in its sole discretion, permit the Administrative Agent and its representatives, once per fiscal year (unless during the continuance of any Event of Default), upon reasonable advance notice to the Borrowers and normal business hours, to conduct, at the expense of the Borrowers, an annual (i) personal property asset appraisal on personal property Collateral of the Borrowers and their Subsidiaries and (ii) field exam on the accounts receivable, inventory, payables, controls and systems of the Borrowers and its Subsidiaries. No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition, any other Investment or otherwise outside the ordinary course of business until completion of applicable field examinations and appraisals (which shall not be included in the limits provided above) satisfactory to the Administrative Agent.

Inspection Rights. Permit representatives of the Required Lenders or the Administrative Agent (x) and, during the continuance of any Event of Default, of each Lender to visit and inspect any of its properties (subject to the extent it rights of lessees or sublessees thereof and subject to any restrictions or limitations in the applicable lease, sublease or other written occupancy arrangement pursuant to which Parent, such Borrower or such Restricted Subsidiary is within such person’s control to permit such inspectiona party), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, managers, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance written notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures)Borrowers; provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10, (ii) the Administrative Agent shall not exercise such rights more often than once one time at each property during any calendar year absent the existence of an Event of Default and (iiiii) such exercise shall be at the Borrower’s reasonable Borrowers’ expense; providedprovided further, further that when an Event of Default exists is continuing the Administrative Agent (or any of its representatives) may do any of the foregoing at the reasonable expense of the Borrower Borrowers at any time and from time to time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Borrower Borrowers the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceBorrowers’ accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of neither Parent, the Borrower or Borrowers nor any Restricted Subsidiary will be required to disclose disclose, AMERICAS 126348241 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 the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Inspection Rights. (a) Permit representatives of the Administrative Agent (x) Collateral Agent, or an independent third-party examiner acceptable to the Collateral Agent, at least once a calendar year to conduct a field examination and to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)Loan Parties’ properties, to examine its and their Subsidiaries’ corporate, financial and operating records, and make copies thereof or abstracts therefromtherefrom (subject to the limitation set forth in clause (b) below), and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants, all at the reasonable expense of the Borrower, Loan Parties and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the businessLoan Parties; provided, operationshowever, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided thatclause (c) below, (i) excluding any such visits and inspections during the continuation of prior to an Event of Default, the Administrative Collateral Agent shall not exercise conduct more than one such rights more often than once inspection (including a field examination) during any calendar year absent the existence of an Event of Default year; and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further further, however, that when an Event of Default exists the Administrative Collateral Agent (or any of its representativesrepresentatives or independent third-party examiners) may do any of the foregoing at the reasonable expense of the Borrower Loan Parties at any time during normal business hours and upon reasonable without advance written notice. (b) Each inspection shall include a review of the Loan Parties’ books and records and other documentation to such extent as determined by the Collateral Agent to be adequate to confirm contract compliance, Tranching criteria for Projects, Project Back-Log eligibility, Available Take-Out eligibility and other information requested by the Collateral Agent. The In [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. connection with any field examination or inspection with respect to Eligible Inventory, the Collateral Agent shall be provided information maintained in any applicable Warehouse Operating System to such extent as determined by the Collateral Agent to be adequate to confirm compliance with respect to the requirements set forth in Section 6.14(e). Any inspection of the Material Contracts or any other agreement affiliated with a Permitted Asset Financing Transaction shall be limited to review by the counsel of the Administrative Agent shall give and the Borrower Collateral Agent. Such Material Contracts will not be copied, sent by mail, fax, e-mail or any other transmission, or distributed to any Lender or its counsel without the opportunity to participate in any discussions with express written consent of the Borrower’s accountants pursuant . (c) Subject to the second proviso in clause (ya) above and in addition to any field examinations, the Collateral Agent may (and at the direction of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(ia Lender shall) or in this Section 6.10, none of the Borrower or conduct an additional inspection during any Restricted Subsidiary will be required to disclose or permit calendar year beyond the inspection or discussion of, any document, information or other matter set forth in the first proviso in clause (a) above so long as (i) that constitutes non-financial trade secrets or non-financial proprietary informationthe results of such inspection will not result in the exercise of the Collateral Agent’s discretion as set forth in Sections 2.01(b), (ii) in respect such inspection shall be at the cost and expense of which disclosure to Lenders if at the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement time of Law or any binding agreement or such inspection no Event of Default exists, and (iii) that is subject to attorney client or similar privilege or constitutes attorney work productthe Collateral Agent designates such inspection as an “Additional Inspection”.

Inspection Rights. Permit representatives of the Administrative Agent (x) to visit and inspect any of its properties (subject to the extent it rights of lessees or sublessees thereof and subject to any restrictions or limitations in the applicable lease, sublease or other written occupancy arrangement pursuant to which any Borrower Party is within such person’s control to permit such inspectiona party), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, managers, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance written notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during only the continuation Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10, (ii) unless an Event of DefaultDefault has occurred and is continuing, the Administrative Agent shall not exercise such rights more often than once one time during any calendar year absent the existence of an Event of Default and (iiiii) such exercise shall be at the Borrower’s reasonable expense; provided, further further, that when an Event of Default exists is continuing the Administrative Agent (or any of its respective representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time and from time to time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceaccountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary Parties 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 the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement (provided such binding agreement was not entered into in contemplation of the requirements of this Section 6.10) or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product; provided that in the event the Borrower does not provide any document information in reliance on this sentence, the Borrower shall provide notice to the Administrative Agent that such document or information is being withheld to the extent the Borrower is able to do so without violating the applicable obligation or waiving privilege and the Loan Parties shall use their commercially reasonable efforts to communicate the applicable documents or information in a way that would not violate the applicable obligation or risk waiver of such privilege.

Inspection Rights. Permit Subject to the terms of any applicable leases with third parties, permit representatives of and independent contractors, in each case designated by the Administrative Agent Agents (xor any Lender if accompanying the applicable Administrative Agent) to visit and inspect any properties of its properties the Loan Parties (to subject, in the extent it is within such person’s control to permit such inspection)case of third party customer sites, to examine its corporate, financial and operating records, and make copies thereof customary access agreements) or abstracts therefrom, and to discuss its their respective affairs, finances and accounts with its officers their respective directors, officers, and independent public accountants, all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desiredhours, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the businessBorrower; provided, operationshowever, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, that (i) excluding any such visits and inspections shall be coordinated through the applicable Administrative Agent and (ii) except during the continuation continuance of an Event of Default, the Administrative Agent Agents and Lenders, taken as a whole, shall not exercise such rights more often than once one (1) time during any calendar year absent the existence of an Event of Default and year, (ii) it being understood that such exercise annual visit or inspection shall be at the Borrower’s reasonable expense); provided, provided further that when an Event of Default exists the is continuing, theeither Administrative Agent or any Lender if accompanying thesuch Administrative Agent (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours as often as may be reasonably desired and upon reasonable advance written notice. The applicable Administrative Agent and the Lenders shall give the Borrower the Loan Parties a reasonable opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) Loan Parties’ independent public accountants. None of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary will Loan Parties shall be required to disclose to theeither Administrative Agent or permit any Lender (or any authorized representative or independent contractor of any of them) any information that (w) is prohibited by Law to be disclosed, (x) is subject to attorney-client privilege or constitutes attorney work product, (y) the inspection disclosure of which would cause a breach of a binding non -disclosure agreement with a third party to the extent such agreement is not made in contemplation of the avoidance of this Section 7.01(f) or discussion of, any document, information or other matter (iz) that constitutes non-financial trade secrets or non-financial nonfinancial proprietary information, (ii) in respect information of which disclosure to the Administrative Agent Borrower or the Lenders (or its Restricted Subsidiaries and/or any of their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productcustomers and/or suppliers.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) and each Lender to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, therefrom (other than the records of the board of directors of such Loan Party or such Restricted Subsidiary) and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Parent Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Parent Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and inspections during the continuation of an Event of Default, Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than once two (2) times during any calendar year absent the existence of an Event of Default and only one (ii1) such exercise time shall be at the Parent Borrower’s reasonable expense; provided, further further, that when during the continuation of an Event of Default exists Default, the Administrative Agent (or any of its representativesrespective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Parent Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Parent Borrower the opportunity to participate in any discussions with the Parent Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Parent Borrower or any of the Restricted Subsidiary Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (ia) that constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement (not entered in contemplation of any request for disclosure under this Section 6.10) or (iiic) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.

Inspection Rights. Permit representatives of At any reasonable time and from time to time as the Administrative Agent or any Lender may reasonably request (x) upon five Business Days’ prior notice delivered to the Borrower and no more than once a year, unless an Event of Default has occurred and is continuing), permit the Administrative Agent or such Lender or any agents or representatives thereof to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromSubsidiaries, and to discuss its the affairs, finances and accounts with its officers all at the reasonable expense of the BorrowerBorrower and any of its Subsidiaries with any of their respective officers or directors; provided, and at such reasonable times during normal business hours and as often as may be reasonably desiredhowever, upon reasonable advance notice to that (x) the Borrower reserves the right to restrict access to any of its Subsidiaries’ facilities in accordance with reasonably adopted procedures relating to safety and security and (y) to have reasonable discussions regarding the business, operations, properties and financial condition neither Borrower nor any of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary 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 the Lenders (or their respective representatives) is prohibited by Requirement of Law any Lender or any binding agreement agents or (iii) representatives thereof any information that is the subject of 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 that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that the Borrower agrees to use commercially reasonable efforts to obtain any required third-party consent to such disclosure, subject to attorney client customary nondisclosure restrictions applicable to the Administrative Agent, or similar privilege the Lenders, as applicable). The Administrative Agent and each Lender agree to use reasonable efforts to ensure that any information concerning the Borrower or constitutes attorney work productany of its Subsidiaries obtained by the Administrative Agent, or such Lender pursuant to this subsection (d) or 52 subsection (g) below that is not contained in a report or other document filed with the SEC, distributed by the Borrower or FE to its security holders or otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or in the normal course of the Administrative Agent’s, such ▇▇▇▇▇▇’s business operations be treated confidentially by the Administrative Agent, or such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent, or such Lender, as the case may be, to any Person, other than the Administrative Agent’s, or such Lender’s employees, authorized agents or representatives (including, without limitation, attorneys and accountants).

Inspection Rights. Permit representatives and an independent contractor of the Administrative Agent (x) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)once per calendar year, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers officers, and independent public accountants, all at the reasonable expense of the BorrowerAdministrative Agent, and at such reasonable times during normal business hours and as often as may be reasonably desiredrequested, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided thatany applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract or by law, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expenseregulation or governmental guidelines; provided, further however, that when an Event of Default exists the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower Borrower, at any time during normal business hours and upon reasonable without advance written noticenotice and as many times during any calendar year as such Administrative Agent or Lender shall so request; provided, further, that advance notice of any discussion with such independent accountants shall be given to the Borrower and, so long as no Event of Default shall have occurred and be continuing, the Borrower shall have the opportunity to be present at such discussion. The Administrative Agent and each Lender shall give the Borrower the opportunity to participate conduct any such inspection or examination (i) in any discussions reasonable accordance with the Borrower’s accountants pursuant to clause (y) of or the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any applicable Restricted Subsidiary 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, Subsidiary’s safety policies and procedures and (ii) in respect of which disclosure so as not to unreasonably materially interfere with the Borrower’s or its Restricted Subsidiaries’ operations. The Administrative Agent or the Lenders (or their respective representatives) is prohibited and each Lender agree to keep all information obtained by Requirement of Law or any binding agreement or (iii) that is subject them pursuant to attorney client or similar privilege or constitutes attorney work productthis Section confidential in accordance with Section 10.07.

Inspection Rights. Permit Each Loan Party shall, and shall cause each of its Subsidiaries to, permit representatives and independent contractors of the Administrative Agent (x) and each Lender to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants (provided, that, one or more representatives of the Borrower shall be invited (with reasonable advanced notice) to attend any such meetings with such independent public accountants), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desiredno more than once per calendar year, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that that, when an Event of Default exists exists, the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time time, and as often as may be desired, during normal business hours and upon reasonable without advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding ; provided, further, that, notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10herein, none of neither the Borrower or nor any Restricted Subsidiary will of its Subsidiaries shall be required to disclose or disclose, permit the inspection inspection, examination or discussion ofmaking of copies of or taking abstracts from, or discuss any document, information or other matter (ia) that constitutes non-financial trade secrets or non-financial proprietary informationinformation of the Borrower and its Subsidiaries (and/or any such information of any of their respective customers and/or suppliers), (iib) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or any of their respective representativesrepresentatives or agents) is prohibited by Requirement of Law or any binding agreement or applicable Law, (iiic) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product, or (d) in respect of which the Borrower or such Subsidiary owes confidentiality obligations (to the extent not created in contemplation of the Borrower’s or such Subsidiary’s obligations under this Section 6.10) to any third party.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) and each Lender to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, therefrom (other than the records of the Board of Directors of such Loan Party or such Subsidiary) and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants subject to such accountants’ customary policies and procedures, all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than once two (2) times during any calendar year absent the existence of an Event of Default and only one (ii1) such exercise time shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists exists, the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower Loan Parties or any Restricted Subsidiary will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.

Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent (x) and each Lender to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants, all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided thatthat if no Event of Default exists, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expenselimited to once per fiscal year; providedprovided further that, further that when an Event of Default exists exists, the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and without advance notice. [OneSpan] Credit Agreement #520863281 (b) If requested by the Administrative Agent in its reasonable discretion, permit the Administrative Agent and its representatives, upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity notice to participate in any discussions with the Borrower’s accountants pursuant , to clause (y) conduct, at the expense of the immediately preceding sentence. Notwithstanding anything to Borrower, unless an Event of Default exists and is continuing, no more than once annually (for the contrary in Section 6.02(iavoidance of doubt, there shall be no restriction on the number of appraisals and exams while an Event of Default exists) (i) or in this Section 6.10, none personal property asset appraisal on personal property Collateral of the Borrower or any Restricted Subsidiary 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, and its Subsidiaries and (ii) in respect field exam on the accounts receivable, inventory, payables, controls and systems of which disclosure to the Borrower and its Subsidiaries. (c) If requested by the Administrative Agent or in its reasonable discretion, permit the Lenders (or their respective Administrative Agent, and its representatives) is prohibited by Requirement , upon reasonable advance notice to the Borrower, to conduct an annual audit of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productthe Collateral at the expense of the Borrower.

Inspection Rights. Permit representatives of the Administrative Agent (x) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers all at the reasonable expense of the Borrower, and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (iiiii) such exercise shall be at the Borrower’s reasonable expense; provided, provided further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary 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 the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (xwho may be accompanied by any Lender) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants, all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and not more than one (y1) to have reasonable discussions regarding time each calendar year (in the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation absence of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense); provided, further however, that (i) when an Event of Default exists the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable without advance written notice. The , (ii) the Borrower shall not be required to pay the expenses of more than one (1) visit and inspection during any calendar year unless an Event of Default has occurred and is continuing, (iii) the Administrative Agent or Lender, as applicable, shall give at all times coordinate with the Borrower on the frequency and timing of any such visits and inspections so as to reasonably minimize the burden imposed on the Borrower, and (iv) a representative of the Borrower shall be given the opportunity to participate in be present for any discussions communication with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.107.10, none of the Borrower or any Restricted Subsidiary will and its Subsidiaries shall not be required to disclose disclose, or permit the allow inspection or discussion of, any document, document or information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives) any Lender is prohibited by Requirement of Law or would violate any binding agreement contractual confidentiality obligations to a third party if such obligations were not entered into in contemplation of this Agreement or (iii) that is subject to attorney attorney-client or similar privilege or constitutes attorney work work-product; provided that, in each case, the Borrower will advise the Administrative Agent that information is being withheld.

Inspection Rights. Permit representatives of the Required Lenders or the Administrative Agent (x) and, during the continuance of any Event of Default, of each Lender to visit and inspect any of its properties (subject to the extent it rights of lessees or sublessees thereof and subject to any restrictions or limitations in the applicable lease, sublease or other written occupancy arrangement pursuant to which Parent, such Borrower or such Restricted Subsidiary is within such person’s control to permit such inspectiona party), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, managers, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance written notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures)Borrowers; provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10, (ii) the Administrative Agent shall not exercise such rights more often than once one time at each property during any calendar year absent the existence of an Event of Default and (iiiii) such exercise shall be at the Borrower’s reasonable Borrowers’ expense; providedprovided further, further that when an Event of Default exists is continuing the Administrative Agent (or any of its representatives) may do any of the foregoing at the reasonable expense of the Borrower Borrowers at any time and from time to time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Borrower Borrowers the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceBorrowers’ accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of neither Parent, the Borrower or Borrowers nor any Restricted Subsidiary will be required to disclose 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 the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Inspection Rights. Permit Each Loan Party shall, and shall cause each of its Subsidiaries to, permit representatives and independent contractors of the Administrative Agent (x) and each Lender to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants (provided, that, one or more representatives of the Borrower shall be invited (with reasonable advance notice) to attend any such meetings with such independent public accountants), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the businessBorrower; provided, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any unless an Event of Default exists, only the Administrative Agent may exercise rights under this Section 6.10 and such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights be limited to no more often than once during in any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expenseyear; provided, further that further, that, when an Event of Default exists exists, the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable without advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding ; provided, further, that, notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10herein, none of neither the Borrower or nor any Restricted Subsidiary will of its Subsidiaries shall be required to disclose or disclose, permit the inspection inspection, examination or discussion ofmaking of copies of or taking abstracts from, or discuss any document, information or other matter (ia) that constitutes non-financial trade secrets or non-non- financial proprietary informationinformation of the Borrower and its Subsidiaries (and/or any such information of any of their respective customers and/or suppliers), (iib) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or any of their respective representativesrepresentatives or agents) is prohibited by Requirement of Law or any binding agreement or applicable Law, (iiic) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product, or (d) in respect of which the Borrower or such Subsidiary owes confidentiality obligations (to the extent not created in contemplation of the Borrower’s or such Subsidiary’s obligations under this Section 6.10) to any third party.

Inspection Rights. Permit representatives of the Administrative Agent (x) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers all at the reasonable expense of the Borrower, and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, provided further that when an Event of Default exists the Administrative Agent (or any of its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i6.2(f) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary 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 the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.