Common use of Books; Records; Inspections Clause in Contracts

Books; Records; Inspections. Keep, and cause each Restricted Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each Restricted Subsidiary to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), Agent (accompanied by any Lender) or any representative thereof to inspect the properties and operations of Borrower or such Restricted Subsidiary; and permit, and cause each Restricted Subsidiary to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), Agent (accompanied by any Lender) or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and Borrower hereby authorizes such independent auditors to discuss such financial matters with any Lender or Agent or any representative thereof), and to examine (and, at the expense of Borrower or the applicable Restricted Subsidiary, photocopy extracts from) any of its books or other records; and permit, and cause each Restricted Subsidiary to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), Agent and its representatives to inspect the Collateral and other tangible assets of Borrower or such Restricted Subsidiary, to perform appraisals of the equipment of Borrower or such Restricted Subsidiary, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to any Collateral. All such inspections or audits by Agent shall be at Borrower's expense, provided that so long as no Event of Default or Default exists, Borrower shall not be required to reimburse Agent for appraisals more frequently than once each Fiscal Year. Agent and each Lender hereby agrees to use its best efforts to conduct all such inspections, visits, examinations and audits in a manner that minimizes interference with the business of Borrower or any such Restricted Subsidiary. Agent and Lenders shall treat all information obtained during any such inspection, visit, examination or audit as confidential information subject to Section 10.9 hereof. Notwithstanding the foregoing, Borrower shall in no event be required to provide to Agent or Lender any information protected by law as a privileged communication resulting from a protected relationship (including, by way of example, the attorney-client relationship), so long as such information remains privileged.

Books; Records; Inspections. Keep, and cause each Restricted other Note Party and Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each Restricted Subsidiary other Note Party to permit, Agent (accompanied by any Purchaser) or any representative thereof to inspect the properties and operations of the Companies or such other Note Party; and permit, and cause each other Note Party, at any reasonable time and with reasonable notice notice, to permit (or at any time without notice if an Event of Default exists), Agent (accompanied by any Lender) or any representative thereof to inspect the properties and operations of Borrower or such Restricted Subsidiary; and permit, and cause each Restricted Subsidiary to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), Agent (accompanied by any LenderPurchaser) or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and Borrower the Companies hereby authorizes authorize such independent auditors to discuss such financial matters with any Lender Purchaser or Agent or any representative thereof), and to examine (and, at the expense of Borrower or the applicable Restricted Subsidiary, photocopy extracts from) any of its books or other records; and permit, and cause each Restricted Subsidiary to permitother Note Party, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists)notice, to permit Agent and its representatives to inspect the Collateral and other tangible assets of Borrower the Companies or such Restricted SubsidiaryNote Party, to perform appraisals of the equipment of Borrower the Companies or such Restricted SubsidiaryNote Party, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to any Collateral. All such inspections or audits by Agent shall be at Borrower's expense, provided that so So long as no Event of Default or Default exists, Borrower (i) such inspections or audits by Agent (including any request by Agent to any Note Party’s independent public accountants) shall be in a manner that does not unduly interfere with the business and operations of the Note Parties and their Subsidiaries, (ii) the Companies shall receive reasonable prior notice of such inspection and/or audit and (iii) notwithstanding any other provision hereof or of any other Investment Document, the Companies shall not be required to reimburse Agent for appraisals more frequently than once one appraisal and audit each Fiscal Year. Agent and each Lender hereby agrees to use its best efforts to conduct all such inspections, visits, examinations and audits in a manner that minimizes interference with the business of Borrower or any such Restricted Subsidiary. Agent and Lenders shall treat all information obtained during any such inspection, visit, examination or audit as confidential information subject to Section 10.9 hereof. Notwithstanding the foregoing, Borrower shall in no event be required to provide to Agent or Lender any information protected by law as a privileged communication resulting from a protected relationship (including, by way of example, the attorney-client relationship), so long as such information remains privileged.

Books; Records; Inspections. Keep, and cause each Restricted Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each Restricted Subsidiary to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), Agent (accompanied by any Lender) or any representative thereof to inspect inspect, at reasonable times during normal business hours, the properties and operations of Borrower or such Restricted Subsidiary; and permit, and cause each Restricted Subsidiary to permit, at any reasonable time during normal business hours and with reasonable notice (or at any time without notice if an Event of Default exists), Agent (accompanied by any Lender) or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and Borrower hereby authorizes such independent auditors to discuss such financial matters with any Lender or Agent or any representative thereof), and to examine (and, at the expense of Borrower or the applicable Restricted SubsidiaryBorrower, photocopy extracts from) any of its books or other records; and permit, and cause each Restricted Subsidiary to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), Agent and its representatives representatives, at reasonable times during normal business hours, to inspect the Collateral and other tangible assets of Borrower or owned by such Restricted SubsidiaryPerson, to perform appraisals of the equipment of Borrower or such Restricted Subsidiary, and and, at reasonable times during normal business hours, to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to any Collateralassets of Borrower or such Subsidiary. All such inspections or audits by Agent shall be at Borrower's ’s expense, provided that so long as no Event of Default or Default exists, Borrower shall not be required to reimburse Agent for appraisals more frequently than once each Fiscal Year. Agent and each Lender hereby agrees to use its best efforts to conduct all such inspections, visits, examinations and audits in a manner that minimizes interference with the business of Borrower or any such Restricted Subsidiary. Agent and Lenders shall treat all information obtained during any such inspection, visit, examination or audit as confidential information subject to Section 10.9 hereof. Notwithstanding the foregoing, Borrower shall in no event be required as they relate to provide to Agent or Lender any information protected by law as a privileged communication resulting from a protected relationship (including, by way of exampleSubsidiary, the attorney-client relationship), so long as inspection and visitation rights provided for under this Section 6.2 shall only apply if an Event of Default exists hereunder or if such information remains privilegedSubsidiary is in payment default under the Intercompany Debt Documents to which it is a party.

Books; Records; Inspections. (a) Keep, and cause each Restricted Subsidiary Loan Party and each of its Subsidiaries to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit. (b) Permit, and cause each Restricted Subsidiary other Loan Party to permit, at any reasonable time times during business hours and with reasonable notice (or at any time without notice if an Event of Default exists)prior notice, Agent (accompanied by any the Agent, the Lender) , or any representative thereof to of the foregoing to: (i) inspect (at the sole expense of the Borrower) the properties and operations of Holdings, the Borrower or any such Restricted SubsidiaryLoan Party; and permit, and cause each Restricted Subsidiary to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), Agent (accompanied by any Lenderii) or any representative thereof to visit any or all of its offices, to discuss its financial matters with its directors or officers and its independent auditors auditors, if any (and Holdings and the Borrower hereby authorizes authorize such independent auditors auditors, if any, to discuss such financial matters with any the Lender or the Agent or any representative thereof), and to (iii) examine (and, at the expense of Borrower or the applicable Restricted SubsidiaryBorrower, photocopy extracts from) any of its books or other records; and permit, and cause each Restricted Subsidiary to permit, (iv)(A) inspect (at any reasonable time and with reasonable notice (or at any time without notice if an Event the sole expense of Default exists), Agent and its representatives to inspect the Borrower) the Collateral and other tangible assets of Holdings, the Borrower or any such Restricted SubsidiaryLoan Party, to (B) perform appraisals of the equipment of Holdings, the Borrower or any such Restricted SubsidiaryLoan Party, and to (C) inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to any Collateral, for purposes of or otherwise in connection with conducting a review, audit or appraisal of such books and records. All such inspections or audits by Agent shall be at Borrower's expense, provided that so long as no If an Event of Default or Default existshas occurred and is continuing, Borrower shall not be required to reimburse Agent for appraisals more frequently than once each Fiscal Year. Agent and each Lender hereby agrees to use its best efforts to conduct all such inspectionsthe Agent, visitsthe Lender, examinations and audits in a manner that minimizes interference with the business of Borrower or any such Restricted Subsidiary. Agent and Lenders shall treat all information obtained during representative of the foregoing may take any such inspection, visit, examination or audit as confidential information subject of the actions specified in clauses (i) through (iv) of this Section 6.2(b) without notice to Section 10.9 hereofthe Borrower. Notwithstanding the foregoing, Borrower except during the continuance of an Event of Default, all visits and inspections by the Agent, the Lender, or any representative thereof pursuant to this Section 6.2(b) in excess of one time during a calendar year shall in no event not be required to provide to at the Loan Parties’ expense, but shall be at the sole expense of the Agent or Lender any information protected by law as a privileged communication resulting from a protected relationship (including, by way of example, the attorney-client relationship), so long as such information remains privilegedLender.

Books; Records; Inspections. Keep, and cause each Restricted Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each Restricted Subsidiary to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), Agent (accompanied by any Lender) or any representative thereof to inspect the properties and operations of Borrower or such Restricted Subsidiary; and permit, and cause each Restricted Subsidiary to permit, at any reasonable time during normal business hours and with reasonable notice (or at any time without notice if an Event of Default exists), Agent (accompanied by any Lender) or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and Borrower hereby authorizes such independent auditors to discuss such financial matters with any Lender or Agent or any representative thereof), and to examine (and, at the expense of Borrower or the applicable Restricted Subsidiary, photocopy extracts from) any of its books or other records; and permit, and cause each Restricted Subsidiary to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), Agent and its representatives to inspect the Collateral and other tangible assets of Borrower or such Restricted Subsidiary, to perform appraisals of the equipment of Borrower or such Restricted Subsidiary, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to any Collateral. All such inspections or audits by Agent shall be at Borrower's expense, provided that so long as no Event of Default or Default exists, Borrower shall not be required to reimburse Agent for appraisals more frequently than once each Fiscal Year. Agent and each Lender hereby agrees to use its best efforts to conduct all such inspections, visits, examinations and audits in a manner that minimizes interference with the business of Borrower or any such Restricted Subsidiary. Agent and Lenders shall treat all information obtained during any such inspection, visit, examination or audit as confidential information subject to Section 10.9 hereof. Notwithstanding the foregoing, Borrower shall in no event be required to provide to Agent or Lender any information protected by law as a privileged communication resulting from a protected relationship (including, by way of example, the attorney-client relationship), so long as such information remains privileged.

Books; Records; Inspections. (a) Keep, and cause each Restricted Subsidiary Loan Party and each of its Subsidiaries to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit. (b) Permit, and cause each Restricted Subsidiary other Loan Party to permit, at any reasonable time times during business hours and with reasonable notice (or at any time without notice if an Event of Default exists)prior notice, Agent (accompanied by any Lender) the Agent, the Required Lenders, or any representative thereof to of the foregoing to: (i) inspect the properties and operations of the Borrower or any such Restricted SubsidiaryLoan Party; and permit, and cause each Restricted Subsidiary to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), Agent (accompanied by any Lenderii) or any representative thereof to visit any or all of its offices, to discuss its financial matters with its directors or officers and with its independent auditors (and the Borrower hereby authorizes such independent auditors to discuss such financial matters with any Lender the Required Lenders or the Agent or any representative thereof), and to ; (iii) examine (and, at the expense of Borrower or the applicable Restricted SubsidiaryBorrower, photocopy extracts from) any of its books or other records; and permit, and cause each Restricted Subsidiary to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), Agent and its representatives to iv)(A) inspect the Collateral and other tangible assets of the Borrower or any such Restricted SubsidiaryLoan Party, to (B) perform appraisals of the equipment of the Borrower or any such Restricted Subsidiary, Loan Party and to (C) inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to any Collateral, for purposes of or otherwise in connection with conducting a review, audit or appraisal of such books and records. All such inspections The Borrower will pay the Lenders the reasonable out-of-pocket costs and expenses of any audit or audits by Agent shall be at Borrower's expense, inspection of the Collateral promptly after receiving the invoice; provided that so long as no Event of Default or Default exists, the Borrower shall not be required to reimburse Agent the Lenders for appraisals the foregoing expenses relating to more frequently than once each Fiscal Year. Agent and each Lender hereby agrees to use its best efforts to conduct all one such inspections, visits, examinations and audits in a manner that minimizes interference with the business of Borrower or any such Restricted Subsidiary. Agent and Lenders shall treat all information obtained during any such inspection, visit, examination inspection or audit as confidential information subject to Section 10.9 hereof. Notwithstanding in any calendar year unless an Event of Default has occurred and is continuing, in which event the foregoing, Borrower shall in no event be required to provide reimburse the Lenders for any and all of the foregoing expenses. Notwithstanding anything contained in this Section 6.2(b) to Agent or Lender any information protected by law as a privileged communication resulting from a protected relationship (includingthe contrary, by way if an Event of exampleDefault shall have occurred and be continuing, then the Agent, the attorney-client relationship)Required Lenders or any representative of any of the foregoing may take any of the actions specified in clauses (i) through (iv) of this Section 6.2(b) without prior notice to the Borrower, so long as such information remains privilegedbut shall endeavor in good faith to provide the Borrower subsequent notice.

Books; Records; Inspections. (a) Keep, and cause each Restricted Subsidiary Loan Party and each of its Subsidiaries to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit. (b) Permit, and cause each Restricted Subsidiary other Loan Party to permit, at any reasonable time times during business hours and with reasonable notice (or at any time without notice if an Event of Default exists)prior notice, Agent (accompanied by any Lender) the Agent, the Lenders, or any representative thereof to of the foregoing to: (i) inspect (at the sole expense of the Borrower) the properties and operations of the Borrower or any such Restricted SubsidiaryLoan Party; and permit, and cause each Restricted Subsidiary to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), Agent (accompanied by any Lenderii) or any representative thereof to visit any or all of its offices, to discuss its financial matters with its directors or officers and its independent auditors auditors, if any (and the Borrower hereby authorizes such independent auditors auditors, if any, to discuss such financial matters with any Lender the Lenders or the Agent or any representative thereofthereof so long as a representative of the Borrower is given the opportunity to be present at such discussions), and to (iii) examine (and, at the expense of Borrower or the applicable Restricted SubsidiaryBorrower, photocopy extracts from) any of its books or other records; and permit, and cause each Restricted Subsidiary to permit, (iv)(A) inspect (at any reasonable time and with reasonable notice (or at any time without notice if an Event the sole expense of Default exists), Agent and its representatives to inspect the Borrower) the Collateral and other tangible assets of the Borrower or any such Restricted SubsidiaryLoan Party, to (B) perform appraisals of the equipment of the Borrower or any such Restricted SubsidiaryLoan Party, and to (C) inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to any Collateral, for purposes of or otherwise in connection with conducting a review, audit or appraisal of such books and records. All such inspections The Borrower will pay the Lenders the reasonable and documented out-of-pocket costs and expenses of any audit or audits by Agent shall be at Borrower's expense, inspection of the Collateral promptly after receiving the invoice; provided that so long as no Event of Default or Default exists, the Borrower shall not be required to reimburse Agent the Lenders for appraisals the foregoing expenses relating to more frequently than once each Fiscal Year. Agent and each Lender hereby agrees to use its best efforts to conduct all one such inspections, visits, examinations and audits in a manner that minimizes interference with the business of Borrower or any such Restricted Subsidiary. Agent and Lenders shall treat all information obtained during any such inspection, visit, examination inspection or audit as confidential information subject to Section 10.9 hereof. Notwithstanding the foregoingin any calendar year unless an Event of Default has occurred and is continuing, in which event Borrower shall in no event be required to provide reimburse Lender for any and all of the foregoing expenses. Notwithstanding anything contained in this Section 6.2(b) to Agent the contrary, if an Event of Default shall have occurred and be continuing or any Lender any information protected by law as a privileged communication resulting from a protected relationship (includingbelieves in good faith that such inspections are necessary to preserve or protect the Collateral, by way of examplethen the Agent, the attorney-client relationship)Lenders, so long as such information remains privilegedor any representative of any of the foregoing may take any of the actions specified in clauses (i) through (iv) of this Section 6.2(b) without prior notice to the Borrower, but shall endeavor in good faith to provide the Borrower subsequent notice.

Books; Records; Inspections. Keep, and cause each Restricted Subsidiary other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each Restricted Subsidiary other Loan Party to permit, permit (at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default existsnotice), Agent (accompanied by any Lender) or any representative thereof to inspect the properties and operations of Borrower or such Restricted Subsidiaryany other Loan Party; and permit, and cause each Restricted Subsidiary other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), Agent (accompanied by any Lender) or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and Borrower hereby authorizes such independent auditors to discuss such financial matters with any Lender or Agent or any representative thereofthereof and to the extent such discussion is not in respect of the results of the annual audit or the restatement of any such annual audit, a representative of the Borrower shall be provided a reasonable opportunity to participate in any such discussion), and to examine (and, at the expense of Borrower or the applicable Restricted SubsidiaryLoan Party, photocopy extracts from) any of its books or other records; and permit, and cause each Restricted Subsidiary other Loan Party to permit, (at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), notice) Agent and its representatives to inspect the Collateral and other tangible assets of Borrower or such Restricted Subsidiary, to perform appraisals of the equipment of Borrower or such Restricted SubsidiaryLoan Party, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to any Collateral. All such inspections or audits by Agent shall be at Borrower's expense; provided, provided that however, so long as no Event of Default exists, only Agent may exercise rights under this Section 6.2 and the Agent shall not exercise such rights more often than one (1) time in any Fiscal Year. All such visits and examinations pursuant to this Section 6.2 shall comply with the Borrower’s or Default existsits Subsidiaries’ policies and protocols for safety for visitors to its facilities, including visits to any manufacturing areas. Notwithstanding anything to the contrary in this Section 6.2 or any other provision of the Loan Documents, none of the Borrower nor any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) in respect of which disclosure to the Agent or a Lender (or its respective representatives or contractors) is prohibited by law, fiduciary duty or third-party contractual obligations (not created in contemplation thereof), or would violate any of its obligations with respect to the privacy or confidentiality of patient information or (b) is subject to attorney-client or similar privilege or constitutes attorney work product; provided, that, in each case, Borrower shall not be required to reimburse notify Agent for appraisals more frequently than once each Fiscal Year. Agent and each Lender hereby agrees to use its best efforts to conduct all of such inspections, visits, examinations and audits in a manner that minimizes interference with the business of Borrower prohibition or any such Restricted Subsidiary. Agent and Lenders shall treat all information obtained during any such inspection, visit, examination or audit as confidential information subject to Section 10.9 hereof. Notwithstanding the foregoing, Borrower shall in no event be required to provide to Agent or Lender any information protected by law as a privileged communication resulting from a protected relationship (including, by way of example, the attorney-client relationship), so long as such information remains privilegedprivilege.

Books; Records; Inspections. (a) Keep, and cause each Restricted Subsidiary Loan Party and each of its Subsidiaries to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit. (b) Permit, and cause each Restricted Subsidiary other Loan Party to permit, at any reasonable time times during business hours and with reasonable notice (or at any time without notice if an Event of Default exists)prior notice, Agent (accompanied by any the Agent, the Lender) , or any representative thereof to of the foregoing to: (i) inspect (at the sole expense of the Borrower) the properties and operations of the Borrower or any such Restricted SubsidiaryLoan Party; and permitprovided that such inspections shall occur no more often than one every six months, and cause each Restricted Subsidiary to permit, at any reasonable time and with reasonable notice (or at any time without notice if unless an Event of Default exists), Agent has occurred and is continuing; (accompanied by any Lenderii) or any representative thereof to visit any or all of its offices, to discuss its financial matters with its directors or officers and its independent auditors auditors, if any (and the Borrower hereby authorizes such independent auditors auditors, if any, to discuss such financial matters with any the Lender or the Agent or any representative thereof), and to (iii) examine (and, at the expense of Borrower or the applicable Restricted SubsidiaryBorrower, photocopy extracts from) any of its books or other records; and permit, and cause each Restricted Subsidiary to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), Agent and its representatives to iv)(A) inspect the Collateral and other tangible assets of the Borrower or any such Restricted SubsidiaryLoan Party, to (B) perform appraisals of the equipment and Real Estate of the Borrower or any such Restricted SubsidiaryLoan Party, and to (C) inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to any Collateral, for purposes of or otherwise in connection with conducting a review, audit or appraisal of such books and records. All such inspections Borrower will pay the Lender the reasonable out-of-pocket costs and expenses of any audit or audits by Agent shall be at Borrower's expense, inspection of the Collateral promptly after receiving the invoice; provided that so long as no Event of Default or Default exists, Borrower shall not be required to reimburse Agent the Bank for appraisals the foregoing expenses relating to more frequently than once each Fiscal Year. Agent and each Lender hereby agrees to use its best efforts to conduct all one such inspections, visits, examinations and audits in a manner that minimizes interference with the business of Borrower or any such Restricted Subsidiary. Agent and Lenders shall treat all information obtained during any such inspection, visit, examination inspection or audit as confidential information subject to Section 10.9 hereof. Notwithstanding the foregoingin any calendar year unless an Event of Default has occurred and is continuing, in which event Borrower shall in no event be required to provide reimburse Bank for any and all of the foregoing expenses. Notwithstanding anything contained in this Section 6.21(b) to Agent the contrary, if an Event of Default shall have occurred and be continuing or the Lender any information protected by law as a privileged communication resulting from a protected relationship (includingbelieves in good faith that such inspections are necessary to preserve or protect the Collateral, by way of examplethen the Agent, the attorney-client relationship)Lender, so long as such information remains privilegedor any representative of the foregoing may take any of the actions specified in clauses (i) through (iv) of this Section 6.2(b) without prior notice to the Borrower, but shall endeavor in good faith to provide the Borrower subsequent notice.

Books; Records; Inspections. Keep, and cause each Restricted Subsidiary other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each Restricted Subsidiary other Loan Party to permit, upon reasonable prior written notice (unless an Event of Default exists) and during such Loan Party’s normal business hours, Agent (accompanied by any Lender) or any representative thereof to inspect the properties and operations of Borrower or such other Loan Party not more than twice per year (or at any time that an Event of Default exists); and permit, and cause each other Loan Party to permit during such Loan Party’s normal business hours, at any reasonable time and with reasonable notice not more than twice per year (or at any time without notice if an Event of Default exists), Agent (accompanied by any Lender) or any representative thereof or, subject to inspect the properties and operations of Borrower or such Restricted Subsidiary; and permitsame conditions, and cause each Restricted Subsidiary to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), Agent (accompanied by any Lender) or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and Borrower hereby authorizes such independent auditors to discuss such financial matters with any Lender or Agent or any representative thereof, so long as Borrower or its representative is given the opportunity to the present), and to examine (and, at the expense of Borrower or the applicable Restricted SubsidiaryLoan Party, photocopy extracts from) any of its books or other records; and permit, and cause each Restricted Subsidiary other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), Agent and its representatives to inspect the Collateral and other tangible assets of Borrower or such Restricted SubsidiaryLoan Party, to perform appraisals of the equipment of Borrower or such Restricted SubsidiaryLoan Party, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to any Collateral. All such inspections or audits by Agent shall be at Borrower's ’s expense, provided that so long as no Event of Default or Default exists, Borrower shall not be required to reimburse Agent for the conduct of appraisals or audits more frequently than once each Fiscal Year or in amount in excess of $10,000 in the aggregate in any Fiscal Year. Agent and each Lender hereby agrees to use its best efforts to conduct all such inspections, visits, examinations and audits in a manner that minimizes interference with the business of Borrower or any such Restricted Subsidiary. Agent and Lenders shall treat all information obtained during any such inspection, visit, examination or audit as confidential information subject to Section 10.9 hereof. Notwithstanding the foregoing, Borrower shall in no event be required to provide to Agent or Lender any information protected by law as a privileged communication resulting from a protected relationship (including, by way of example, the attorney-client relationship), so long as such information remains privileged.