Common use of Inspection Rights Clause in Contracts

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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 (subject to such accountants’ customary policies and procedures), 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; provided that, 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 two times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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 (subject to such accountants’ customary policies and procedures), 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; provided that, excluding any such visits and inspections during the continuation of an Event of Default, that 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 two (2) times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when during the continuation of an Event of Default existsDefault, the Administrative Agent or any Lender (or any of their its respective representatives or independent contractors) ), on behalf of the Lenders, may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor or any of the Restricted Subsidiary shall 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 (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iiic) 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 and each Lender to visit and inspect any of its 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 directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, 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 two (2) times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, provided further that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-attorney client or similar privilege or constitutes attorney work-product.

Inspection Rights. Permit representatives At any reasonable time and independent contractors of from time to time as the Administrative Agent Agent, any Fronting Bank or any Lender may reasonably request (upon five Business Days’ prior notice delivered to the applicable Borrower and each no more than once a year, unless an Event of Default has occurred and is continuing), permit the Administrative Agent, such Fronting Bank 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, such Borrower and inspect any of its properties, 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 directors, officers, and independent public accountants (subject to of such accountants’ customary policies and procedures), 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; provided that, 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 two times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or its Subsidiaries with any of their respective representatives officers or independent contractorsdirectors; provided, however, that (x) may do such Borrower reserves the right to restrict access to any of the foregoing at the expense of the Borrower at any time during normal business hours its Subsidiaries’ facilities in accordance with reasonably adopted procedures relating to safety and upon reasonable advance notice. The Administrative Agent security and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the (y) neither Borrower nor any Restricted Subsidiary of its Subsidiaries shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure disclose to the Administrative Agent Agent, any Fronting Bank or any Lender (or their respective any agents or representatives or contractors) thereof any information that is prohibited by Law or (iii) is the subject to of attorney-client or similar privilege or constitutes attorney work-productproduct 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 such Borrower agrees to use commercially reasonable efforts to obtain any required third-party consent to such disclosure, subject to customary nondisclosure restrictions applicable to the Administrative Agent, any Fronting Bank or the Lenders, as applicable). The Administrative Agent, each Fronting Bank and each Lender agree to use reasonable efforts to ensure that any information concerning such Borrower or any of its Subsidiaries obtained by the Administrative Agent, such Fronting Bank or such Lender pursuant to this subsection (d) or subsection (g) below that is not contained in a report or other document filed with the SEC, distributed by such 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 Fronting Bank’s or such Lender’s business operations be treated confidentially by the Administrative Agent, such Fronting Bank or such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent, such Fronting Bank or such Lender, as the case may be, to any Person, other than the Administrative Agent’s, such Fronting Bank’s or such Lender’s employees, authorized agents or representatives (including, without limitation, attorneys and accountants).

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, properties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, 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 6.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided, further, provided further that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.106.09, none of the Borrower nor any Restricted Subsidiary shall Covenant Entities will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts of, inspection or discussion of, any document, information or other matter (a) that (i) constitutes non-financial non‑financial trade secrets or non-financial non‑financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iiic) that is subject to attorney-attorney client or similar privilege or constitutes attorney work-work product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (and each any Lender that accompanies the Administrative Agent) to visit and inspect any of its 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 (subject to such accountants’ customary policies and procedures), 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; provided that, 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 two times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, furtherhowever, that when an Event of Default existshas occurred and is continuing, the Administrative Agent or (and any Lender that accompanies the Administrative Agent) (or any of their its 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 upon reasonable with at least one (1) Business Day’s advance notice; provided, further, that, so long as no Event of Default has occurred or is continuing, the Administrative Agent shall not exercise such rights more often than two (2) occasions during any calendar year and only one (1) such occasion shall be at the Borrower’s expense. The So long as no Event of Default has occurred or is continuing, the Borrower shall have the opportunity to have a representative accompany the Administrative Agent and its designated representatives on any such visits or inspections. So long as no Event of Default has occurred or is continuing, the Lenders Administrative Agent shall give the Borrower one (1) Business Day’s prior notice of, and the opportunity to to, participate in any discussions with the Borrower’s directors, officers, and independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary no Loan Party shall be required to disclose, permit the inspection, examination or making of copies or abstracts of, or any discussion of, any document, document information or other matter that (ia) constitutes non-financial trade secrets or non-financial proprietary informationunless an Event of Default has occurred and is continuing, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective its representatives or contractors) is prohibited by Law law or (iiic) is subject to attorney-client or similar privilege or constitutes attorney work-product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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 directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, 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 two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor or any of the Restricted Subsidiary shall 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 (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iiic) 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 and each Lender to visit and inspect any the financial records of its properties, to examine its corporate, financial and operating records, the Borrower and make extracts from and copies thereof or abstracts therefromof such financial records, and to discuss its the Borrower’s affairs, finances and accounts with its directors, managers, officers, and with the Borrower’s consent (which shall not be unreasonably withheld), the independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, 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 6.09 and the Administrative Agent shall not exercise such rights more often than two times once during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.106.09, none of the Borrower nor or any Restricted Subsidiary shall will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts of, inspection 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 any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work-work product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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, officers and independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, excluding any such visits and inspections during the continuation of an Event of Default, that 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 two times one time during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when during the continuation of an Event of Default existsDefault, the Administrative Agent or any Lender (or any of their its respective representatives or independent contractors) ), on behalf of the Lenders, may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor or any of its Restricted Subsidiary shall 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 (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which access or inspection by, or disclosure to to, the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iiic) 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 and each Lender to visit and inspect any of its 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 directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the 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 Parent Borrower; provided that, 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 two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Parent Borrower’s expense; provided, further, that when during the continuation of an Event of Default existsDefault, the Administrative Agent or any Lender (or any of their its respective representatives or independent contractors) may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and 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 independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Parent Borrower nor or any of the Restricted Subsidiary shall 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 (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iiic) is subject to attorney-client or similar privilege or constitutes attorney work-work product.

Inspection Rights. Permit The Borrower shall, and shall cause each Restricted Subsidiary to, permit representatives and independent contractors of the Administrative Agent and each Lender on five (5) Business Days’ advance notice to the Borrower, to visit and inspect inspect, subject to the rights of the lessees under Ground Net Leases, any of its 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 (subject to the extent that the Administrative Agent has given the Borrower the opportunity to participate in any discussions with such independent public accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desiredhours, upon reasonable advance notice to the BorrowerBorrower (and with the Borrower and its representatives in attendance); provided thatprovided, excluding any such visits and inspections during the continuation of that unless an 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 such visits shall not exercise such rights more often than two times during be limited to once in any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, visit by the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing per calendar year shall be at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Borrower; provided further, the Administrative Agent and Agent, the Lenders and their representatives shall give the Borrower the opportunity use commercially reasonable efforts to participate in any discussions minimize disruption with the Borrower’s independent public accountantsbusiness of the lessees under the Ground Net Leases and disturbance of such lessees in violation of the applicable Ground Net Leases. Notwithstanding anything to the contrary in this Section 6.10Section, none of the Borrower nor or any Restricted Subsidiary shall will be required to disclose, permit the inspection, examination or making copies or of 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 any Lender (or their respective representatives or contractors) is prohibited by Law any applicable 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 and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, properties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, 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 two times (2) time during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided, further, provided further that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor or any Restricted Subsidiary shall will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts of, inspection 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 any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work-work product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, properties and to discuss its affairs, finances and accounts with its directors, managers, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the 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 Parent Borrower; provided that, 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 6.09 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Parent Borrower’s expense; provided, further, that when an Event of Default exists, 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 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 independent public accountants. Notwithstanding anything to the contrary in this Section 6.106.09, none of the Parent Borrower nor or any Restricted Subsidiary shall will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts of, inspection 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 any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work-work product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its material 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, officers and independent public accountants (subject provided that the Borrower shall be permitted to attend any such discussions with such accountants’ customary policies ) and, if a Default exists, to examine its books of records and procedures)account and make copies thereof or abstracts therefrom, 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; provided that, 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 two times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, furtherhowever, that when unless an Event of Default existshas occurred and is continuing, the Borrower shall not be required to permit more than one such visit, inspection or examination during any calendar year. All costs and expenses incurred by the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do in connection with any of the foregoing shall be paid by the Administrative Agent or such Lender, as the case may be, unless an Event of Default shall have occurred and be continuing at the expense of time such costs and/or expenses are incurred, in which case all such costs and expenses shall be paid by the Borrower. Subject to the proviso above, in the event any Lender desires to visit and inspect the Borrower at or any time during normal business hours of its Subsidiaries, such Lender shall make a reasonable effort to conduct such visit and upon reasonable advance notice. The inspection contemporaneously with any visit and inspection to be performed by the Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountantsor another Lender. Notwithstanding anything to the contrary in this Section 6.10, none of neither the Borrower nor any Restricted Subsidiary shall 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 (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent (or its representatives) or any Lender (or their respective representatives or contractorsits representatives) is prohibited by Law or (iiic) 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 and and, during the continuance of any Event of Default, of each Lender to visit and inspect any of its propertiesproperties (subject to the 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 Holdings, any Borrower or such Restricted Subsidiary is a 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 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 BorrowerBorrower Representative; provided that, 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 of the Administrative Agent and the Lenders under this Section 6.10 and 6.10, (ii) the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year and only one (1iii) such time exercise shall be at the Borrower’s Borrowers’ expense; provided, provided further, that when an Event of Default exists, exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractorsrepresentatives) may do any of the foregoing at the expense of the Borrower Borrowers at any 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 independent public Borrowers’ accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

Inspection Rights. Permit representatives and independent contractors of appointed by the Administrative Agent or Lenders (as coordinated by the Administrative Agent), including, without limitation, independent accountants, agents, attorneys, and each Lender appraisers to visit and inspect any of its propertiesProperties, 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 (subject to such accountants’ customary policies and procedures), 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; Borrower (provided that, excluding any such visits and inspections during the continuation of an Event of Default, only through the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent Agent) and the Lenders under this Section 6.10 and the Administrative Agent shall in a manner that will not exercise unreasonably interfere with such rights more often than two times during any calendar year and only one (1) such time shall be at the BorrowerPerson’s expensebusiness operations; provided, furtherhowever, that when an Event of Default exists, exists 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 upon reasonable without advance notice. The Administrative Agent ; provided, further, however that all such persons shall obtain and the Lenders shall give the Borrower the opportunity maintain all such information and materials in confidence, and otherwise subject to participate and in any discussions compliance with the Borrower’s independent public accountantsterms of Section 10.07. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary Loan Parties and their Subsidiaries shall not be required to disclose, permit the inspection, examination or making copies allow inspection of any document or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or would violate any contractual confidentiality obligations to a third party if such obligations were not entered into in contemplation of this Agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product; provided that, in each case, the Borrower will advise the Administrative Agent that information is being withheld.

Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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 directors, officers, and independent public accountants (subject to such accountants’ customary policies and proceduresaccess agreements), all at the reasonable expense of the 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 Parent Borrower; provided that, 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 two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Parent Borrower’s expense; provided, further, provided further that when an Event of Default exists, 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 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 independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Parent Borrower nor or any of the Restricted Subsidiary shall 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 (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iii) 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 and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromtherefrom (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 directors, 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 notice to the BorrowerBorrowers; provided that, excluding any such visits and inspections during the continuation of an Event of Default, that 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 two times one time during any calendar year and only one (1) such time shall be at the Borrower’s Borrowers’ expense; provided, further, that when during the continuance of an Event of Default existsDefault, the Administrative Agent or any Lender (or any of their its respective representatives or independent contractors) ), on behalf of the Lenders, may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower Borrowers the opportunity to participate in any discussions with the Borrower’s Borrowers’ independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor Borrowers or any of the Restricted Subsidiary shall 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 (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law Law, fiduciary duty or any binding agreement or (iiic) 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 and each Lender to visit and inspect any of its 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 directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, 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 two times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor Loan Parties or any Restricted Subsidiary shall 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 (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-work product.

Inspection Rights. Permit The Company and its Subsidiaries shall permit representatives and independent contractors of the Administrative Collateral Agent and each Lender (or its designees) to visit and inspect any of its 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 (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower Company or such Subsidiary and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the BorrowerCompany; provided that, excluding that only the Collateral Agent on behalf of the Holders may exercise rights of the Collateral Agent and the Holders under this Section 4.22 and the Collateral Agent shall not exercise any such visits individual right (with respect to the Company or any Subsidiary) more often than one (1) time during any calendar year; provided, further, that upon the occurrence and inspections during the continuation of an Event of Default, only the Administrative Collateral 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 two times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their its respective representatives or independent contractors) ), on behalf of the Holders, may do any of the foregoing at the expense of the Borrower Company at any time during normal business hours and upon reasonable advance notice. The Administrative Collateral Agent and the Lenders shall give the Borrower Company the opportunity to participate in any discussions with the BorrowerCompany’s independent public accountantsaccountant. Notwithstanding anything to the contrary in this Section 6.104.22, none of the Borrower nor Company or any Restricted Subsidiary shall of the 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 (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Collateral Agent or any Lender Holder (or their respective representatives or contractors) is prohibited by Law applicable law or any binding agreement or (iiic) 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 and each Lender to visit and inspect any of its 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 directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, 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 two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided, further, provided further that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor Parent or any Restricted Subsidiary shall 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 (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iii) 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 and each Lender to visit and inspect (but not to conduct invasive sampling of environmental media or building materials) any of its material 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, executive officers and independent public accountants (subject provided that the Borrower shall be permitted to attend any such discussions with such accountants’ customary policies ) and, if a Default exists, to examine its books of records and procedures)account and make copies thereof or abstracts therefrom, 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; provided that, 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 two times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, furtherhowever, that when unless an Event of Default existshas occurred and is continuing, the Borrower shall not be required to permit more than one such visit, inspection or examination during any calendar year. All costs and expenses incurred by the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do in connection with any of the foregoing shall be paid by the Administrative Agent or such Lender, as the case may be, unless an Event of Default shall have occurred and be continuing at the expense of time such costs and/or expenses are incurred, in which case all such costs and expenses shall be paid by the Borrower. Subject to the proviso above, in the event any Lender desires to visit and inspect the Borrower at or any time during normal business hours of its Subsidiaries, such Lender shall make a reasonable effort to conduct such visit and upon reasonable advance notice. The inspection contemporaneously with any visit and inspection to be performed by the Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountantsor another Lender. Notwithstanding anything to the contrary in this Section 6.10, none of neither the Borrower nor any Restricted Subsidiary shall 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 (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent (or its representatives) or any Lender (or their respective representatives or contractorsits representatives) is prohibited by Law or (iiic) 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 and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, properties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, 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 6.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.106.09, none of the Borrower nor any Restricted Subsidiary shall Covenant Entities will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts of, inspection or discussion of, any document, information or other matter (a) that (i) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iiic) that is subject to attorney-attorney client or similar privilege or constitutes attorney work-work product.

Inspection Rights. Permit To the extent permitted by law, permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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 (accountants, subject to such independent public accountants’ customary policies and procedures), 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. To the extent disclosure described in the immediately preceding sentence is permitted and to the extent required by applicable Law, prior to receiving any information that contains patient information subject to (i) state privacy laws, (ii) the Drug Abuse Prevention, Treatment and Xxxxxxxxxxxxxx Xxx, 00 X.X.X. 000xx-0 et seq., (iii) the XXXXX, 00 X.X.X. 0000x et seq., or (iv) regulations promulgated pursuant to the foregoing statutes, the Administrative Agent and the Lenders agree to execute an agreement reasonably satisfactory to the Administrative Agent and the Lenders that complies with the requirements relating to “business associates” as set forth in 45 C.F.R. 164.502(e) and that also complies with any applicable state Laws; provided further that, 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 two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided, further, provided further that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, properties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, 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 6.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided, further, provided further that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.106.09, none of the Borrower nor any Restricted Subsidiary shall Nexstar Entities will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts of, inspection or discussion of, any document, information or other matter (a) that (i) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iiic) that is subject to attorney-attorney client or similar privilege or constitutes attorney work-work product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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 (subject to such accountants’ customary policies and procedures), 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; provided that, 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 two times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower Company nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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 directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, 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 two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided, further, provided further that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor or any Restricted Subsidiary shall 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 (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iii) 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 and each Lender to visit and inspect any of its propertiesproperties (provided that the right to visit and inspect the Oil and Gas Properties burdened by the Royalty Interests may be limited to the extent the Borrower has no such rights), 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 the general partner or other managing bodies such Loan Party or such Subsidiary) and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, 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 two times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor Loan Parties or any Restricted Subsidiary shall 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 (i) constitutes non-financial trade secrets or non-financial proprietary informationinformation (determined by the Borrower in good faith), (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement (provided that the Borrower shall use commercially reasonable efforts to cause such disclosure to be permitted) or (iii) is subject the disclosure of which could reasonably be expected to waive attorney-client or similar privilege or constitutes attorney work-productprivilege.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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 (subject to such accountants’ reasonable and customary policies and procedures), all at the reasonable expense of the Borrower Company and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the BorrowerCompany; provided thatprovided, however, that 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 shall coordinate with one another regarding any visits under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two times one (1) time during any calendar year and only one (1) such time shall be at absent the Borrower’s expense; provided, further, that when existence of an Event of Default exists(it being understood that each Lender may be represented in such annual visit or inspection, which shall be organized by the Administrative Agent and that during the continuation of an Event of Default such visits and inspections may be conducted by 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 upon reasonable advance noticewithout prior notice and without regard to any limitation as to the number of such visits and inspections in any calendar year). The So long as at such time no Default exists, the Administrative Agent and the Lenders shall give the Borrower Company the opportunity to participate in any discussions with the BorrowerCompany’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10Section, none of neither the Borrower Company nor any Restricted Subsidiary shall will be required to disclose, permit the inspectioninspection of, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (iia) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Law or any binding contract that is not entered into in contemplation of any such inspection or disclosure or (iiib) that is subject to attorney-client or similar privilege or constitutes attorney work-work product.

Inspection Rights. Permit representatives Once during each calendar year (or if an Event of Default shall have occurred and independent contractors of the be continuing, as often as Administrative Agent deems necessary or desirable), Administrative Agent (and each Lender its agents or professional advisors) shall have the right, from time to time, at their discretion and upon two (2) Business Days prior written notice to the relevant party, (i) to visit and inspect any of its propertiesthe SF Properties of any Borrower, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and (ii) to discuss its the affairs, finances and accounts condition of any Borrower with its the officers thereof and independent accountants therefor and (iii) to examine, and audit, during business hours, any and all of the books, records, financial statements, legal and regulatory compliance, operating and reporting procedures and information systems, in the possession of their respective directors, officersofficers and employees, or other information contained on information systems (including without limitation customer service and/or whistleblower hotlines) of Borrowers, or held by another for a Borrower or on its behalf, concerning or otherwise affecting the SF Properties, the Facility Documents or any Borrower. Administrative Agent (and independent public accountants (its agents and professional advisors) shall treat as confidential any information obtained during the aforementioned examinations subject to such accountants’ customary policies any applicable exceptions set forth in the confidentiality provisions of this Agreement. Upon notice and proceduresduring regular business hours, each Borrower agrees to promptly provide Administrative Agent (and its agents or professional advisors) with access to, copies of and extracts from any and all documents, records, agreements, instruments or information (including, without limitation, any of the foregoing in computer data banks and computer software systems) Administrative Agent (and its agents or professional advisors) may require in order to conduct periodic due diligence relating to Borrowers in connection with the SF Properties and the Facility Documents. In connection with any inspection pursuant to this Section 12(w), all at each Borrower will, with reasonable notice, make available to Administrative Agent (and its agents or professional advisors) knowledgeable financial, accounting, legal and compliance officers for the reasonable expense purpose of the answering questions with respect to such Borrower and at such reasonable times the SF Properties and to assist in Administrative Agent’s inspection. In addition, once during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, 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 two times during any each calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when or if an Event of Default existsshall have occurred and be continuing, the as often as Administrative Agent deems necessary or desirable), Borrowers shall provide, or shall direct Borrower Representative and Pledgor to provide, Administrative Agent (and its agents or professional advisors), upon two (2) Business Days prior written notice to the relevant party, with access to such Person to visit and inspect the offices of such Person and to examine, and audit, during business hours, any and all of the books, records, financial statements, legal and regulatory compliance, operating and reporting procedures and information systems, their respective directors, officers and employees, or other information and information systems (including without limitation customer service and/or whistleblower hotlines) of such Persons, concerning or otherwise affecting the SF Properties. All reasonable out-of-pocket costs and expenses incurred by Administrative Agent (and its agents or professional advisors) in connection with the inspection and other matters outlined in this Section 12(w) shall be paid by Borrowers. For purposes of clarity, Administrative Agent acknowledges and agrees that in no event shall Administrative Agent (or its agents or professional advisors) be provided or permitted access to any proprietary source code, algorithm, method or software technology with respect to any valuation model of any of the SF Properties or any Lender (other Single Family Properties created by a Borrower-Related Party 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-productits Affiliates.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, properties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, 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 6.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided, further, provided further that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.106.09, none of the Borrower nor any Restricted Subsidiary shall Mission Entities will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts of, inspection or discussion of, any document, information or other matter (a) that (i) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iiic) that is subject to attorney-attorney client or similar privilege or constitutes attorney work-work product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent, the Collateral Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial financial, and operating records, and to make copies thereof or abstracts therefrom, therefrom and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided thatprovided, excluding any such visits and inspections during the continuation of that unless an Event of DefaultDefault is continuing, (1) 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 (2) the Administrative Agent shall will not exercise such rights more often than two (2) times during any calendar year and only one (1) such time shall will be at the Borrower’s expense; provided, further, that when an Event of Default existsis continuing, the Administrative Agent, the Collateral 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall will give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none None of the Borrower nor or any of the Restricted Subsidiary shall 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 matter, or provide information, that (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or Law, (iiic) is subject to attorney-client or similar privilege or constitutes attorney work-productwork product or (d) the disclosure of which is restricted by binding agreements not entered into primarily for purposes of qualifying for the exclusion in this clause (d).

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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 (subject to such accountants’ customary policies and procedures), 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; provided that, excluding any such visits and inspections during the continuation of an Event of Default, that 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 two (2) times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when during the continuance of an Event of Default existsDefault, the Administrative Agent or any Lender (or any of their its respective representatives or independent contractors) ), on behalf of the Lenders, may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor or any of the Restricted Subsidiary shall 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 (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iiic) is subject to attorney-client or similar privilege or constitutes attorney work-work product.

Inspection Rights. Permit Each Borrower will, and will cause each Material Subsidiary to, permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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, 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 notice to the Borrowerrequested; provided that, excluding any other than with respect to such visits and inspections during the continuation continuance of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of (i) the Administrative Agent and the Lenders under this Section 6.10 shall collectively be limited to exercising such rights no more often than once during any calendar year, (ii) visits by any Lender shall be coordinated with the Borrowers through the Administrative Agent and (iii) any Lender electing to exercise such rights shall notify the Administrative Agent and each other Lender reasonably in advance of such exercise and the Administrative Agent shall not exercise such rights more often than two times during any calendar year and only one each other Lender (1and their representatives and independent contractors) such time shall be at the Borrower’s expensegiven a reasonable opportunity to participate therein; provided, further, that when during the continuance of an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractorsrepresentatives) may do any of the foregoing at the expense of the Borrower under this Section at any time during normal business hours time. Such inspection rights are subject to the provisions of Section 10.07 and upon reasonable advance noticeapplicable Law and shall not extend to any information covered by attorney-client or other legal privilege or to the extent the exercise of such inspection rights would result in violation or other breach of any third-party confidentiality agreements. The Administrative Agent and the Lenders shall give the such Borrower or such Material Subsidiary the opportunity to participate in any discussions with the such Borrower’s independent public or such Material Subsidiary’s accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, properties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, 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 two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided, further, provided further that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor or any Restricted Subsidiary shall will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts of, inspection 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 any Lender (or their respective representatives or contractors) is prohibited by 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 and each Lender to visit and inspect any of its or any Restricted Subsidiaries’ 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 directors, 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 notice to the BorrowerBorrower Representative; provided that, 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 two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s Borrowers’ expense; provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower Representative the opportunity to participate in any discussions with the Borrower’s Borrowers’ independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of Holdings, the Borrower nor Borrowers or any of the Restricted Subsidiary shall 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 (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iiic) is subject to attorney-client or similar privilege or constitutes attorney work-work product.

Inspection Rights. Permit (a) (i) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all applicable Requirement of Law shall be made of all material dealings and transactions in relation to its business and activities, (ii) permit representatives and independent contractors of the Administrative Agent and each any Lender to visit and inspect any of its propertiesproperties (in the case of any real property lease, to the extent permitted in the relevant lease agreement) and examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, from any of its books and to discuss its affairs, finances records upon reasonable prior notice and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours (provided that such visits shall be coordinated by the Agent), (iii) permit representatives of any Lender to have reasonable discussions regarding the business, operations, properties and as often as may be reasonably desiredfinancial and other condition of the Parent, upon Holdings, the Borrower and its Restricted Subsidiaries with officers and employees of the Parent, Holdings, the Borrower and its Restricted Subsidiaries, and (provided that any Lender shall coordinate any request for such discussions through the Agent), (iv) permit representatives of the Agent to have reasonable advance notice to discussions regarding the Borrowerbusiness, operations, properties and financial and other condition of the Parent, Holdings, the Borrower and its Restricted Subsidiaries with its independent certified public accountants; provided that, excluding that a Responsible Officer of the Parent or the Borrower shall be present during such discussion and any such visits and inspections during discussions with the continuation of Parent’s independent certified public accountants at the Parent’s expense shall, except while an 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 two times during any be limited to one meeting per calendar year and only one (1) such time shall be at the Borrower’s expenseyear; provided, furtherhowever, that when an Event of Default exists, exists the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Loan Parties at any time during normal business hours and upon with reasonable advance prior notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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 directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, 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 two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor or any of the Restricted Subsidiary shall 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 (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iiic) 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 and each Lender to visit and inspect any of its 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 (subject to such independent public 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 notice to the BorrowerBorrowers; provided that, 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 two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s Borrowers’ expense; provided, further, that when during the continuance of an Event of Default existsDefault, the Administrative Agent or any Lender (or any of their its respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower Borrowers the opportunity to participate in any discussions with the Borrower’s Borrowers’ independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor Borrowers or any Restricted Subsidiary shall of their respective 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 (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iiic) 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 and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, properties and to discuss its affairs, finances and accounts with its directors, 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 notice to the BorrowerBorrowers; provided that, 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 two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s Borrowers’ expense; provided, further, provided further that when an Event of Default exists, 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 Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower Borrowers the opportunity to participate in any discussions with the Borrower’s Borrowers’ independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor Company or any Restricted Subsidiary shall will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts of, inspection 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 any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work-work product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its such Loan Party’s or such Restricted Subsidiary’s properties, to examine its such Person’s corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its such Person’s affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Lead Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, that 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 two (2) times during any calendar year and only one (1) such time shall be at the Lead Borrower’s expense; provided, further, provided further that when an Event of Default existshas occurred and is continuing, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) ), on behalf of itself and the Lenders, may do any of the foregoing at the expense of the Lead Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Lead Borrower the opportunity to participate in any discussions with the Lead Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Lead Borrower nor or any of its Restricted Subsidiary Subsidiaries shall be required to disclose, or permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iii) 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 and each Lender to visit and inspect any of its 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 (subject to such accountants’ reasonable and customary policies and procedures), all at the reasonable expense of the Borrower Company and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the BorrowerCompany; provided provided, however, that, 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 shall coordinate with one another regarding any visits under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two times one (1) time during any calendar year absent the existence of an Event of Default (it being understood that each Lender may be represented in such annual visit or inspection, which shall be organized by the Administrative Agent and only one (1) that during the continuation of an Event of Default such visits and inspections may be conducted by the Administrative Agent or any Lender at any time during normal business hours and without prior notice and without regard to any limitation as to the number of such visits and inspections in any calendar year). So long as at such time shall be at the Borrower’s expense; provided, further, that when an no Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower Company the opportunity to participate in any discussions with the BorrowerCompany’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of neither the Borrower Company nor any Restricted Subsidiary shall will be required to disclose, permit the inspectioninspection of, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (iia) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Law or any binding contract that is not entered into in contemplation of any such inspection or disclosure or (iiib) that is subject to attorney-client or similar privilege or constitutes attorney work-work product.

Inspection Rights. Permit With respect to any Loan Party, permit representatives and independent contractors or agents of the Administrative Agent and each or, subject to the following provisions, any Lender to visit and inspect any of its 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, directors and officers, and independent public accountants (subject to such accountants’ customary policies and procedures), 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 BorrowerHoldings; provided that, excluding any such visits and inspections during absent the continuation existence of an a Specified 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 two times once during any calendar year and only one (1) such time inspections shall be conducted at the sole expense of the Administrative Agent without charge to the Borrower’s expense; provided, further, provided further that when an a Specified Event of Default exists, exists the Administrative Agent or any Lender (or any of their respective its representatives or independent contractorsagents, or any Lender if accompanying the Administrative Agent) may do any of the foregoing at the expense of the Borrower Holdings at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor Holdings or any Restricted Subsidiary shall will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts of, inspection 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 any Lender (or their respective representatives or contractors) is prohibited by would be in breach of any confidentiality obligations, fiduciary duty or Law or (iii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work-productwork product provided that, in the event the Borrower does not provide information in reliance on this sentence, the Borrower shall provide notice to the Administrative Agent that such information is being withheld and the Borrower shall use commercially reasonable efforts to communicate the applicable 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, the Mexican Collateral Agent and each Lender to visit and inspect any of its 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 (subject to such accountants’ customary policies and procedures), all at the reasonable sole expense of the Borrower Administrative Agent, the Mexican Collateral Agent and the Lenders 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, excluding any such visits and inspections during the continuation of an Event of Default, that only the Administrative Agent or the Mexican Collateral Agent, as applicable, in each case on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and neither the Administrative Agent nor the Mexican Collateral Agent shall not exercise such rights more often than two times during any calendar year and only one (1) such time shall be at the Borrower’s expensefiscal year; provided, further, that when during the continuation of an Event of Default existsDefault, the Administrative Agent or any Lender and the Mexican Collateral Agent, as applicable (or any of their respective representatives or independent contractors) contractors on behalf of the Lenders), may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of Holdings, the Borrower nor or any Restricted Subsidiary shall 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 (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iiic) is subject to attorney-client or similar privilege or constitutes attorney work-work product.

Inspection Rights. Permit With respect to any Loan Party, permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, properties and to discuss its affairs, finances and accounts with its directors, managers, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, excluding any such visits and inspections during as contemplated by the continuation of an Event of Defaultnext proviso, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 6.09 and the Administrative Agent shall not exercise such rights more often than two times one (1) time during any calendar year absent the existence of a Specified Event of Default and only one (1) such time inspection shall be at the Borrower’s sole expense; provided, further, further that when an 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 may, and (B) to the extent any Event of Default under Section 8.01(b) (solely with respect to the Financial Covenant and the Liquidity 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 the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.106.09, none of the Borrower nor or any Restricted Subsidiary shall will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts of, inspection 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 any Lender (or their respective representatives or contractors) is prohibited by would be in breach of any confidentiality obligations, fiduciary duty or Law or (iii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work-work product; provided that in the event that the 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. Permit The Borrower shall, and shall cause each Material Subsidiary to, permit representatives and independent contractors agents of the Administrative Agent and each Lender to visit and inspect any of its 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, officersResponsible Officers, and independent public accountants (subject to provided, that, the Borrower may, if it so chooses, be present at or participate in any such accountants’ customary policies and proceduresdiscussion), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desiredhours, upon reasonable advance written notice to the Borrower; provided provided, that, excluding any such visits and inspections during shall be at the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights expense of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise shall, unless an Event of Default has occurred and is continuing at such rights time, be limited to no more often than two times during once in any calendar year and only one (1) such time shall be at the Borrower’s expenseyear; provided, further, that when an Event of Default existsthat, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding notwithstanding anything to the contrary in this Section 6.10herein, none of the Borrower nor any Restricted Subsidiary shall not be required to disclose, permit the inspection, examination or making of copies of or abstracts offrom, or discussion of, discuss any document, information information, or other matter matter: (a) that (i) constitutes non-financial trade secrets or non-financial proprietary information, ; or (iib) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) (i) is prohibited by Law applicable Law, (ii) would violate any attorney-client privilege, or (iii) is subject would violate any obligation of confidentiality binding on the Borrower (to the extent not created in contemplation of the Borrower’s obligations under this Section 6.10); provided, that, (A) in the case of the provision of any information that would violate attorney-client or similar privilege or constitutes attorney work-productany obligation of confidentiality binding on the Borrower, the Borrower shall use commercially reasonable efforts to (1) obtain waivers of such privilege or obligation of confidentiality, and (2) communicate the applicable information in a way that would not violate such privilege or obligation of confidentiality, and (B) the Borrower shall notify the Administrative Agent that certain privileged or confidential information is not being provided.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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 (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 notice to the BorrowerBorrowers; provided that, 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 two times during any calendar year and only one (1) such time shall be at the Borrower’s Borrowers’ expense; provided, further, that when an Event of Default exists, 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 Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower Borrowers the opportunity to participate in any discussions with the Borrower’s Borrowers’ independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower Company nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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, officers and independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, excluding any such visits and inspections during the continuation of an Event of Default, that 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 two times one time during any calendar year and only one (1) such time shall be at the Borrower’s ’ expense; provided, further, that when during the continuation of an Event of Default existsDefault, the Administrative Agent or any Lender (or any of their its respective representatives or independent contractors) ), on behalf of the Lenders, may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor or any of the Restricted Subsidiary shall 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 (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which access or inspection by, or disclosure to to, the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iiic) is subject to attorney-client or similar privilege or constitutes attorney work-work product.

Inspection Rights. Permit With respect to any Loan Party, permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, properties and to discuss its affairs, finances and accounts with its directors, managers, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, excluding any such visits and inspections during as contemplated by the continuation of an Event of Defaultnext proviso, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 6.09 and the Administrative Agent shall not exercise such rights more often than two times one (1) time during any calendar year absent the existence of an Event of Default and only one (1) such time inspection shall be at the Borrower’s sole expense; provided, further, that when an (x) to the extent there exists any Event of Default, the Administrative Agent, on behalf of the Lenders (or 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 expense of the Borrower at any time during normal business hours and upon reasonable advance 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 or (B) any Event of Default under Section 8.01(b) (solely with respect to the Financial Covenants) 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 the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.106.09, none of the Borrower nor or any Restricted Subsidiary shall will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts of, inspection 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 any Lender (or their respective representatives or contractors) is prohibited by would be in breach of any confidentiality obligations, fiduciary duty or Law or (iii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work-work product; provided that in the event that the 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. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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 directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, 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 two (2) times during any calendar year and only one (1) such time shall be at the Borrower’s expense (which expense, when no Event of Default has occurred and is continuing, shall not exceed $10,000 per such visit or inspection); provided, further, that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) 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 and and, during the continuance of any Event of Default, of each Lender to visit and inspect any of its propertiesproperties (subject to the 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 the Borrower or such Restricted Subsidiary is a 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 directors, managers, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), 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 written notice to the Borrower; provided thatthat (i) only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10, (ii) 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 two times one time during any calendar year and only one (1iii) such time exercise shall be at the Borrower’s expense; provided, provided further, that when an Event of Default exists, is continuing the Administrative Agent or any Lender (or any of their its respective representatives or independent contractorsrepresentatives) may do any of the foregoing at the 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 and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower Holdings nor any Restricted Subsidiary shall will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts of, inspection 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 any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work-work product.

Inspection Rights. Permit representatives and independent contractors of any representative designated by the Administrative Agent and each Lender to visit and inspect any of its 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, officers and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desiredand, subject to the limitation below, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an that so long as no Event of DefaultDefault exists, 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 (a) the Administrative Agent shall not exercise such rights more often than two times during any calendar year and only one (1) such time shall be at the Borrower’s expenseexpense and (b) advance notice of any discussion with such independent public accountant shall be given to the Borrower and the Borrower shall have the opportunity to be present at any such discussion; provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable without advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10Agreement, none of the Borrower nor any or the Restricted Subsidiary shall 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 (a) that (i) constitutes non-financial trade secrets or non-financial proprietary informationinformation that is not reasonably related to the actual or projected financial results or results of operations of the Borrower and its Restricted Subsidiaries, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding, arm’s-length agreement with a third party or (iiic) 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 and each Lender Agent, on behalf of the Lenders, to visit and inspect any of its 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 (subject to such accountants’ customary policies and procedures), 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; provided that, excluding any such visits and inspections during Borrower (which notice shall include the continuation of an Event of Default, only the Administrative Agent on behalf subject matter 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 two times during any calendar year and only one (1) such time shall be at the Borrower’s expenseproposed inspection, examination or discussion); provided, furtherhowever, that when an Event of Default exists, exists 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 upon reasonable without advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything contained in this Agreement to the contrary contrary, (a) so long as no Event of Default exists, the Loan Parties shall only be required to permit one such visit, audit or inspection by the Administrative Agent (or its representatives and independent contractors) in this Section 6.10, none of the Borrower nor any Restricted twelve-month period and (b) no Loan Party or any Subsidiary shall 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 (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which access or inspection by, or disclosure to to, the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law law or any binding nondisclosure agreement so long as it was not entered into in contemplation of circumventing this Agreement and does not relate to financial information relevant to the Administrative Agent and the Lenders or (iii) 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 and each Lender to visit and inspect any of its 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 (subject to customary access agreements) independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, 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 two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided, provided further, that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor or any of the Restricted Subsidiary shall 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 (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iiic) 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 and each Lender to visit and inspect any of its 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 (subject to such accountants’ customary policies and procedures), 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; provided that, 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 two times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing from time to time at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower Holdings nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) 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 and each Lender to visit and inspect any of its 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 directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, 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 8.6 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided, further, provided further that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.108.6, none of the Borrower nor or any of the Restricted Subsidiary shall 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 (i) constitutes non-financial trade secrets or non-financial proprietary information, (iia) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any bona fide arm’s length third party contract or (iiib) 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 and each Lender to visit and inspect any of its material 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, executive officers and independent public accountants (subject provided that the Borrower shall be permitted to attend any such discussions with such accountants’ customary policies ) and, if a Default exists, to examine its books of records and procedures)account and make copies thereof or abstracts therefrom, 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; provided that, 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 two times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, furtherhowever, that when unless an Event of Default existshas occurred and is continuing, the Borrower shall not be required to permit more than one such visit, inspection or examination during any calendar year. All costs and expenses incurred by the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do in connection with any of the foregoing shall be paid by the Administrative Agent or such Lender, as the case may be, unless an Event of Default shall have occurred and be continuing at the expense of time such costs and/or expenses are incurred, in which case all such costs and expenses shall be paid by the Borrower. Subject to the proviso above, in the event any Lender desires to visit and inspect the Borrower at or any time during normal business hours of its Subsidiaries, such Lender shall make a reasonable effort to conduct such visit and upon reasonable advance notice. The inspection contemporaneously with any visit and inspection to be performed by the Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountantsor another Lender. Notwithstanding anything to the contrary in this Section 6.10, none of neither the Borrower nor any Restricted Subsidiary shall 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 (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent (or its representatives) or any Lender (or their respective representatives or contractorsits representatives) is prohibited by Law or (iiic) 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 and each Lender (on its own behalf or acting on behalf of the Lenders) to visit and inspect any of its 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 (subject to such accountants’ customary policies and procedures), 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; provided that, 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 two times one time during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when during the continuation of an Event of Default existsDefault, the Administrative Agent or any Lender (or any of their its respective representatives or independent contractors) ), on behalf of the Lenders, may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of Holdings, Intermediate Holdings, the Borrower nor or any of the Restricted Subsidiary shall 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 (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iiic) is subject to attorney-client or similar privilege or constitutes attorney work-work product.

Inspection Rights. Permit In the case of each Loan Party, permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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 (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 notice to the BorrowerBorrower Representative; provided that, 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 two (2) times during any calendar year and only one (1) such time shall be at the Borrower’s Borrowers’ expense; provided, further, provided further that when an Event of Default exists, the Administrative Agent, the Collateral 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 Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower Representative the opportunity to participate in any discussions with the Borrower’s Borrowers’ independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary Loan Parties shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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, senior officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the 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; provided thatprovided, excluding any such visits and inspections during the continuation of however, (a) unless an Event of DefaultDefault exists, only the Administrative Agent on behalf of the Lenders may exercise the 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 two (2) times during any calendar year period of 12 consecutive months and only one (1) no such time exercise shall be at the Borrower’s expense; provided, further, that when (b) if an Event of Default existsexists and an individual Lender elects to exercise rights under this Section 6.10, (x) such Lender shall coordinate with the Administrative Agent or and any other Lender (or any electing to exercise such rights and shall share the results of their respective representatives or independent contractors) may do any such inspection with the Administrative Agent on behalf of the foregoing at Lenders and (y) the number of visits and expense of associated with such individual Lender inspections must be reasonable, and (c) the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower have the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor or any of the Restricted Subsidiary shall 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 (i) constitutes non-financial trade secrets or non-financial proprietary information, (iia) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any bona fide arm’s length third party contract or (iiib) is subject to attorney-client or similar privilege or constitutes attorney work-work product.

Inspection Rights. Permit representatives During regular business hours and independent contractors then as often as requested of any Borrower or it Subsidiary by the Administrative Agent, permit the Administrative Agent, or any authorized officer, employee, agent, or representative of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof abstracts from the records and books of account of any Borrower or abstracts therefromits Subsidiary, wherever located, and to visit the properties of any Borrower; and to discuss its the affairs, finances finances, and accounts of any Borrower or any Subsidiary of any Borrower with its directorsChairman, officersPresident, any executive vice president, its chief financial officer, treasurer, controller or independent accountants. If no Event of Default or Potential Default shall be in existence, the Administrative Agent shall limit such examination to two times each calendar year and independent public accountants (subject to the Borrowers shall reimburse the Administrative Agent for its expenses in connection with each such accountants’ customary policies and procedures), all at inspection promptly following the reasonable expense completion of each such inspection. If the Borrower and at such reasonable times during normal business hours and as often as may inspection shall be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections made during the continuation continuance of a Potential Default or an Event of Default, only there shall be no limit on the number of inspections which can be made. Similarly, in the event of any inspection during such period, the Borrowers shall reimburse the Administrative Agent on behalf for its expenses in connection with each such inspection promptly following the completion of each such inspection. At all times, it is understood and agreed by the Borrowers that all expenses in connection with any such inspection which may be incurred by any Borrower, any officers and employees thereof and the attorneys and independent certified public accountants therefor shall be expenses payable by the Borrowers and shall not be expenses 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 two times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, 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 upon reasonable advance noticeBanks. The Administrative Agent and shall be permitted to communicate the Lenders shall give the Borrower the opportunity to participate in information gained from any discussions with the Borrower’s independent public accountants. Notwithstanding anything such inspection to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-productBanks.

Inspection Rights. Permit representatives At any reasonable time and independent contractors of from time to time as the Administrative Agent Agent, any Fronting Bank or any Lender may reasonably request, permit the Administrative Agent, such Fronting Bank or such Lender or any agents or representatives thereof to examine and each Lender to make copies of and abstracts from the records and books of account of, and visit the properties of, such Borrower and inspect any of its properties, 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 directors, officers, and independent public accountants (subject to of such accountants’ customary policies and procedures), 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; provided that, 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 two times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or its Subsidiaries with any of their respective representatives officers or independent contractors) may do directors; provided, however, that such Borrower reserves the right to restrict access to any of the foregoing at the expense of the Borrower at any time during normal business hours its Subsidiaries’ generating facilities in accordance with reasonably adopted procedures relating to safety and upon reasonable advance noticesecurity. The Administrative Agent Agent, each Fronting Bank and each Lender agree to use reasonable efforts to ensure that any information concerning such Borrower or any of its Subsidiaries obtained by the Lenders shall give the Borrower the opportunity Administrative Agent, such Fronting Bank or such Lender pursuant to participate this subsection (d) or subsection (g) that is not contained in any discussions a report or other document filed with the Borrower’s independent public accountants. Notwithstanding anything SEC, distributed by such Borrower to its security holders or otherwise generally available to the contrary public, will, to the extent permitted by law and except as may be required by valid subpoena or in this Section 6.10, none the normal course of the Borrower nor any Restricted Subsidiary shall Administrative Agent’s, such Fronting Bank’s or such Lender’s business operations be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to treated confidentially by the Administrative Agent Agent, such Fronting Bank or such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent, such Fronting Bank or such Lender, as the case may be, to any Lender Person, other than the Administrative Agent’s, such Fronting Bank’s or such Lender’s employees, authorized agents or representatives (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-productincluding, without limitation, attorneys and accountants).

Inspection Rights. Permit The Company shall permit representatives and independent contractors of the Administrative Agent and each or the Required Lenders or, as provided in the second proviso below, any Lender to visit and inspect any of its properties, to examine its corporate, financial and operating recordsrecords as is reasonably specified, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desiredhours, upon reasonable advance notice to the BorrowerCompany; provided that, 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 two (2) times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, provided further that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower Company the opportunity to participate in any discussions with the BorrowerCompany’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required to discloseat all times during such visits and inspections, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited must comply with all applicable site regulations as the Company or its subsidiaries or any of their respective officers or employees may require by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-productreasonable notice of the same.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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 directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, 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 8.5 and the Administrative Agent shall not exercise such rights more often than two times one (1) time during any calendar year and only one (1) such time shall be at absent the Borrower’s expenseexistence of an Event of Default; provided, further, provided further that when an Event of Default existshas occurred and 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.108.5, none of the Borrower nor or any Restricted Subsidiary shall 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 (i) constitutes non-financial trade secrets or non-financial proprietary information, (iia) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any bona fide arm’s length third party contract as long as such agreement was not entered into in contemplation of or in connection with such inspection or (iiib) is subject to attorney-client or similar privilege or constitutes attorney work-work product.

Inspection Rights. Permit Each Borrower will, and will cause each Material Subsidiary to, permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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 (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 notice to the Borrowerrequested; provided that, excluding any other than with respect to such visits and inspections during the continuation continuance of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of (i) the Administrative Agent and the Lenders under this Section 6.10 shall collectively be limited to exercising such rights no more often than once during any calendar year, (ii) visits by any Lender shall be coordinated with the Borrowers through the Administrative Agent and (iii) any Lender electing to exercise such rights shall notify the Administrative Agent and each other Lender reasonably in advance of such exercise and the Administrative Agent shall not exercise such rights more often than two times during any calendar year and only one each other Lender (1and their representatives and independent contractors) such time shall be at the Borrower’s expensegiven a reasonable opportunity to participate therein; provided, further, that when during the continuance of an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractorsrepresentatives) may do any of the foregoing at the expense of the Borrower under this Section at any time during normal business hours time. Such inspection rights are subject to the provisions of Section 10.07 and upon reasonable advance noticeapplicable Law and shall not extend to any information covered by attorney-client or other legal privilege or to the extent the exercise of such inspection rights would result in violation or other breach of any third-party confidentiality agreements. The Administrative Agent and the Lenders shall give the such Borrower or such Material Subsidiary the opportunity to participate in any discussions with the such Borrower’s independent public or such Material Subsidiary’s accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender (accompanied by a reasonable number of representatives of the Lenders) to visit and inspect any of its 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 (subject to such accountants’ customary policies and procedures), 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, in each case, subject to reasonable requirements of confidentiality and attorney-client privilege, including requirements imposed by law or by contract; provided thatthat in the event that information is withheld as a result of any confidentiality or attorney-client privilege, excluding the Borrower shall (i) use commercially reasonable efforts to obtain waivers of such confidentiality obligations or eliminate any such visits restriction and inspections to communicate, to the extent permitted, the applicable information in a way that would not violate such restrictions and (ii) notify the Administrative Agent to the extent the Borrower and its Restricted Subsidiaries are not providing otherwise requested information; provided, however, that (a) except during the continuation occurrence and continuance of an Event of Default, only the Borrower shall not be required to reimburse the Administrative Agent on behalf of for the Lenders may exercise rights of the Administrative Agent charges, costs and the Lenders under this Section 6.10 expenses in connection with such visits or inspections and the Administrative Agent shall not exercise such rights under this Section 6.10 more often than two times during any calendar year and only one (1) such time shall be at per year and (b) after the Borrower’s expense; provided, further, that when occurrence and during the continuance of an Event of Default existsDefault, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable without advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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 a Restricted Subsidiary) and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, 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 two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided, further, provided further that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor or any Restricted Subsidiary shall 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 (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-work product.

Inspection Rights. Permit representatives Upon reasonable notice and independent contractors during normal business hours (but no more frequently than twice per year unless an Event of Default has occurred and is continuing), each of the Group Companies will permit representatives appointed by the Administrative Agent Agent, including agents, employees, attorneys and each Lender appraisers, to visit and inspect any of its propertiesproperty, to examine including its corporate, financial books and operating records, its accounts receivable and make copies thereof or abstracts therefrominventory, its facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representatives obtain and shall permit the Agents or such representatives to investigate and verify the accuracy of information provided to the Lenders and to discuss its affairs, finances and accounts all such matters with its directors, the officers, employees, independent accountants, attorneys and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense representatives of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desiredGroup Companies; provided, upon reasonable advance notice to the Borrower; provided thathowever, that excluding any such visits and inspections during the continuation occurrence and continuance of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders and the other Agents may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise (ii) only one such rights more often than two times during any visit per calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders Agents shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything accountants to the contrary in this Section 6.10, none of extent reasonably feasible. Neither the Borrower nor any Restricted Subsidiary of the Borrower shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure disclose to the Administrative Agent Agents any information that, in the opinion of counsel to the Borrower or any Lender (or their respective representatives or contractors) such Subsidiary, is prohibited by Law or (iii) to be disclosed, is subject to attorney-attorney client or similar privilege or constitutes attorney workwork product or the disclosure of which would cause a material breach of a binding non-productdisclosure agreement with a third party to the extent such agreement is not made in contemplation of the avoidance of this Section 6.10.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender (on its own behalf or acting on behalf of the Lenders) to visit and inspect any of its 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 (subject to such accountants’ customary policies and procedures), 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; provided that, 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 two times one time during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when during the continuation of an Event of Default existsDefault, the Administrative Agent or any Lender (or any of their its respective representatives or independent contractors) ), on behalf of the Lenders, may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor or any of the Restricted Subsidiary shall 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 (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iiic) is subject to attorney-client or similar privilege or constitutes attorney work-work product.

Inspection Rights. Permit With respect to any Loan Party, permit representatives and independent contractors or agents of the Administrative Agent and each or, subject to the following provisions, any Lender to visit and inspect any of its 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 (subject to such accountants’ customary policies and procedures), 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; provided that, excluding any such visits and inspections during absent the continuation existence of an a Specified 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 two times once during any calendar year and only one (1) such time inspections shall be conducted at the sole expense of the Administrative Agent without charge to the Borrower’s expense; provided, further, provided further that when a Specified Event of Default exists or an Event of Default existsarising from a breach of Section 7.10 has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractorsagents, or any Lender if accompanying the Administrative Agent) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public Holdings’ accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor or any Restricted Subsidiary shall will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts of, inspection 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 any Lender (or their respective representatives or contractors) is prohibited by would be in breach of any confidentiality obligations, fiduciary duty or Law or (iii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work-work product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent Trustee and each Lender Bond Holder to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromtherefrom (other than the records of the Board of Directors of the Company, any Guarantor or any of their respective Subsidiaries), and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower Company and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the BorrowerCompany; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent Trustee on behalf of the Lenders Bond Holders may exercise rights of the Administrative Agent Trustee and the Lenders Bond Holders under this Section 6.10 5.08 and the Administrative Agent Trustee shall not exercise such rights more often than two times one (1) time during any calendar year absent the existence of an Event of Default and only such one (1) such time shall be at the BorrowerCompany’s expense; provided, further, that when an Event of Default exists, the Administrative Agent or any Lender Trustee (or any of their its respective representatives or independent contractors) on behalf of the Bond Holders may do any of the foregoing at the expense of the Borrower Company at any time during normal business hours and upon reasonable advance notice. The Administrative Agent Trustee and the Lenders Bond Holders shall give the Borrower Company the opportunity to participate in any discussions with the BorrowerCompany’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.105.08, none of the Borrower nor Company or any Restricted Subsidiary shall of the 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 (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent Trustee or any Lender Bond Holder (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iiic) is subject to attorney-client or similar privilege or constitutes attorney work-work product; provided that, to the extent legally permissible, the Company shall notify the Trustee in writing that any such document, information or other matter is being withheld pursuant to clauses (a), (b) or (c) of this Section 5.08 and shall use commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate such restrictions and to eliminate such restrictions.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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 (subject to customary access agreements) independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, 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 two times one (1) time during any calendar year and only one (1) such time shall be at absent the Borrower’s expenseexistence of an Event of Default; provided, further, that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower Loan Parties the opportunity to participate in any discussions with the Borrower’s Loan Parties’ independent public accountants. Notwithstanding anything to the contrary in this Section 6.105.10, none of the Borrower nor Loan Parties or any Restricted Subsidiary shall of their respective 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 (ia) constitutes non-financial trade secrets or non-financial proprietary information, information or (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement; provided that the Loan Parties shall advise the Administrative Agent of such fact and any Loan Party or any of its Subsidiaries shall, following a reasonable request from the Administrative Agent or a Lender, use commercially reasonable efforts to furnish the relevant information by alternative means that would not violate the relevant obligation of confidentiality, including by requesting consent from the applicable counterparty to disclose such information (iii) is subject but shall not be required to attorney-client incur any cost or similar privilege expense or constitutes attorney work-productpay any consideration of any type to such party in order to obtain such consent).

Inspection Rights. Permit To the extent permitted by applicable Law, permit representatives and independent contractors of the Administrative Agent and (and, during the continuance of any Event of Default, representatives of each Lender may accompany the representatives of the Administrative Agent), to visit and inspect any of its propertiesproperties (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 directors, officers, officers and independent public accountants (subject to such accountants’ customary policies and procedures), 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 written notice to the Borrower; provided that, in no event shall the Borrower or any of its Subsidiaries be required pursuant to the terms of this Section 6.11 to allow any such Person to inspect or examine, or be required to discuss, any records, documents or other information (a) with respect to which the Borrower or any of its Subsidiaries has obligations of confidentiality to a non-Affiliate or (b) that is subject to attorney client privilege; provided, further, that 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 of the Administrative Agent and the Lenders under this Section 6.10 and 6.11, (ii) the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year and only one (1iii) such time exercise shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractorsrepresentatives) may do any of the foregoing at the 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 independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its the affairs, finances and accounts of the Borrower and its Subsidiaries with its their directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at Borrower; provided, that any such reasonable times investigation or inspection shall be conducted during normal business hours and as often as may be reasonably desiredhours, upon reasonable advance notice to Borrower, under the supervision of Borrower; provided that, excluding any ’s personnel and in such visits and inspections during a manner as not to interfere with the continuation of an Event of Default, only the Administrative Agent on behalf conduct of the Lenders may exercise rights business of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two times during Borrower or any calendar year and only one (1) such time shall be at the Borrower’s expenseSubsidiary; provided, further, that (i) when an Event of Default exists, the Administrative exists 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 upon reasonable without advance notice. The Administrative ; (ii) so long as no Event of Default shall have occurred and be continuing, there shall be no more than one visit and inspections by the Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountantscalendar year. Notwithstanding anything to the contrary set forth in this Section 6.10Agreement, none of neither the Borrower nor any Restricted Subsidiary of the Borrower shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, disclose any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender if such disclosure would, in Borrower’s reasonable discretion: (x) cause significant competitive harm to the business of the Borrower or their respective representatives or contractorssuch Subsidiary; (y) is prohibited by Law or (iii) is subject to jeopardize any attorney-client or similar privilege other legal privilege; or constitutes attorney work-product(z) contravene any applicable Laws, fiduciary duty or binding agreement entered into in good faith by the Borrower or such Subsidiary.

Inspection Rights. Permit Upon reasonable advance written notice, permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromtherefrom (except to the extent (a) any such access is restricted by a Requirement of Law or (b) any such agreements, contracts or the like are subject to a written confidentiality agreement with a non-Affiliate that prohibits the Borrower or any of its Subsidiaries from granting such access to the Administrative Agent; provided that, with respect to such confidentiality restrictions affecting the Borrower or any of its Restricted Subsidiaries, a Responsible Officer of the Borrower is made available to the Administrative Agent to discuss such confidential information to the extent permitted by the confidentiality restrictions, as determined in the sole discretion of the Borrower), and to discuss its affairsthe business, finances and accounts with its directors, officers, officers and independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, 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 that the Administrative Agent shall not exercise such rights more often than two times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, 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 give the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent written notice prior to any contact with such accountants and the Lenders shall give the Borrower the opportunity to participate in any discussions with such discussions, provided further that the Borrower’s independent public accountants. Notwithstanding anything to costs of one such visit per calendar year (or an unlimited amount if an Event of Default has occurred and is continuing) for the contrary in this Section 6.10, none Administrative Agent and their representatives as a group shall be the responsibility of the Borrower nor any Restricted Subsidiary shall be required to discloseand, permit the inspectionabsent an Event of Default, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or and their representatives as a group shall visit no more often than twice in any Lender (or their respective twelve month period. Notwithstanding the foregoing, Mine visits are only permitted if the representatives or contractors) is prohibited and independent contractors of the Administrative Agent agree to be bound by and adhere to all Requirements of Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-productand any policy of the Borrower.

Inspection Rights. Permit the Blackstone Credit Representative, the Ally Representative and representatives and independent contractors of the Administrative Agent and and, during the continuance of any Event of Default, of each Lender to visit and inspect any of its propertiesproperties (subject to the 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 the Borrower or such Restricted Subsidiary is a 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 directors, managers, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such 189 reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance written notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, (i) only the Blackstone Credit Representative, the Ally Representative and the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 6.10, (ii) the Blackstone Credit Representative, the Ally Representative and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year and only one (1iii) such time exercise shall be at the Borrower’s expense; provided, provided further, that when an Event of Default exists, is continuing the Administrative Agent or any Lender and the Blackstone Credit Representative (or any of their respective representatives or independent contractorsrepresentatives) may do any of the foregoing at the 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 Agent, the Blackstone Credit Representative and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts of, inspection 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 any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work-work product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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 (subject to such accountants’ customary policies and procedures), 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; provided that, 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 two times during any calendar year and only one (1) such time visit and inspection shall be at the Borrower’s expenseexpense in any calendar year; provided, further, provided further that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or Contractual Obligation (iii) is not entered into in contemplation hereof), and the obligations of the Borrower and the Subsidiaries under this Section 6.10 shall be subject to attorney-client or similar privilege or constitutes attorney work-productreasonable requirements of confidentiality.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromtherefrom (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 directors, 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 notice to the BorrowerBorrowers; provided that, excluding any such visits and inspections during the continuation of an Event of Default, that 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 two times one time during any calendar year and only one (1) such time shall be at the Borrower’s Borrowers’ expense; provided, further, that when during the continuance of an Event of Default existsDefault, the Administrative Agent or any Lender (or any of their its respective representatives or independent contractors) ), on behalf of the Lenders, may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower Borrowers the opportunity to participate in any discussions with the Borrower’s Borrowers’ independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor Borrowers or any of the Restricted Subsidiary shall 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 (ia) constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law Law, fiduciary duty or any binding agreement or (iiic) is subject to attorney-client or similar privilege or constitutes attorney work-work product. For the avoidance of doubt, this Section 6.10 does not govern field examinations or inventory appraisals, which are governed by Section 6.02(g).

Inspection Rights. Permit representatives The Company will afford to each Major Investor and independent contractors to their respective accountants and counsel reasonable access during normal business hours to all of the Administrative Agent and each Lender to visit and inspect any of its Company’s properties, books and records. Each such Major Investor shall have such other access to examine its corporate, financial management and operating records, information as is necessary for it to comply with applicable laws and make copies thereof or abstracts therefrom, regulations and reporting obligations and the ability to discuss its the Company’s affairs, finances finances, and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often of the Company as may be reasonably desiredrequested by the Major Investor. Anything in this Agreement to the contrary notwithstanding, no Investor by reason of this Agreement shall have access to any trade secrets or confidential information of the Company. The Company shall not be required to comply with any information or inspection rights in respect of any Investor, or any of its subsidiaries or Affiliates, whom the Board of Directors reasonably determines in good faith, upon reasonable advance notice the advice of counsel, to the Borrower; provided thatbe a competitor or an officer, excluding any such visits and inspections during the continuation employee, director or holder of an Event ten percent (10%) or more 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 two times during any calendar year and only one (1) such time shall be at the Borrower’s expensea competitor; provided, furtherhowever, that when an Event such designation shall not limit the statutory information rights of Default existsInvestor, the Administrative Agent or any Lender (or any of their respective representatives its subsidiaries or independent contractors) may do Affiliates, and that the Company shall be required to provide access to financial statements and other financial information required by the Investor, or any of its subsidiaries or Affiliates’ auditors or finance team or as required to meet the foregoing at the expense of the Borrower at any time during normal business hours legal and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountantsdisclosure obligations. Notwithstanding anything to the contrary in this Agreement, no “foreign person” within the meaning of Section 6.10721 the Defense Production Act of 1950, none as amended, including all implementing regulations thereof (the “DPA” and each such person, a “Foreign Person”), shall have any rights to (i) access the Company’s properties except in accordance with the Company’s visitor access procedures, (ii) receive, inspect, examine or otherwise have access to, and the Company shall have no obligation to provide to any Foreign Person, any technical or proprietary information of the Borrower nor Company or its subsidiaries that the Company determines in good faith could make a Foreign Person’s investment in the Company a “covered transaction” within the meaning of the DPA, or (iii) consult with Company management with respect to any Restricted Subsidiary “substantive decisionmaking” by the Company with respect to matters concerning “critical technology,” “covered investment critical infrastructure” or “sensitive personal data” of the Company or its subsidiaries within the meaning of the DPA. The Company hereby acknowledges and agrees that if in the future the Board determines in good faith, upon the advice of counsel, that a Significant Investor is a competitor, such Significant Investor shall be subject to the provisions of Section 3.2 of this Agreement; provided, however, that such designation shall not limit the Significant Investor’s statutory information rights, and that the Company shall be required to discloseprovide access to financial statements and other financial information required by the Significant Investor’s auditors or finance team or as required to meet the Significant Investor’s legal and disclosure obligations. For the avoidance of doubt, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) this Section 3.2 hereby constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect a Substitute Provision for purposes of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-productSection 8 of such LivaNova Side Letter.”

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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 (subject to such accountants’ customary policies and procedures), 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; provided that, excluding other than 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 two times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing from time to time at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower Holdings nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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 (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 notice to the BorrowerBorrowers; provided that, 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 two times during any calendar year and only one (1) such time shall be at the Borrower’s Borrowers’ expense; provided, further, that when an Event of Default exists, 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 Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower Borrowers the opportunity to participate in any discussions with the Borrower’s Borrowers’ independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Lead Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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 (subject to such accountants’ customary policies and procedures), 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; provided that, 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 ‎Section 6.10 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section ‎Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (iii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iiii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

Inspection Rights. Permit (i) (i) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all applicable Requirement of Law shall be made of all material dealings and transactions in relation to its business and activities, (ii) permit representatives and independent contractors of the Administrative Agent and each any Lender to visit and inspect any of its propertiesproperties (in the case of any real property lease, to the extent permitted in the relevant lease agreement) and examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, from any of its books and to discuss its affairs, finances records upon reasonable prior notice and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours (provided that such visits shall be coordinated by the Agent), (iii) permit representatives of any Lender to have reasonable discussions regarding the business, operations, properties and as often as may be reasonably desiredfinancial and other condition of the Parent, upon Holdings, the Borrower and its Restricted Subsidiaries with officers and employees of the Parent, Holdings, the Borrower and its Restricted Subsidiaries, and (provided that any Lender shall coordinate any request for such discussions through the Agent), (iv) permit representatives of the Agent to have reasonable advance notice to discussions regarding the Borrowerbusiness, operations, properties and financial and other condition of the Parent, Holdings, the Borrower and its Restricted Subsidiaries with its independent certified public accountants; provided that, excluding that a Responsible Officer of the Parent or the Borrower shall be present during such discussion and any such visits and inspections during discussions with the continuation of Parent’s independent certified public accountants at the Parent’s expense shall, except while an 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 two times during any be limited to one meeting per calendar year and only one (1) such time shall be at the Borrower’s expenseyear; provided, furtherhowever, that when an Event of Default exists, exists the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Loan Parties at any time during normal business hours and upon with reasonable advance prior notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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 (subject to such accountants’ customary policies and procedures), 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; provided that, 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 two times one (1) time during any calendar fiscal year and only one (1) such time shall be at the Borrower’s expense; provided, further, provided further that when an Event of Default existsexists and 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the BorrowerParent’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Parent, the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and to make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desireddesired (with the Borrower being required to pay all reasonable and documented out-of-pocket expenses for one such visit in each Fiscal Year) by the Administrative Agent, upon reasonable advance notice to the Borrower; provided that, 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 two times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, exists 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 upon reasonable advance notice, and without limitation as to frequency. The Administrative Agent and the Lenders shall give the Borrower the reasonable opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10foregoing, none of neither the Borrower nor any Restricted Subsidiary shall will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion ofdiscuss, 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 any Lender (or their respective representatives or contractors) is prohibited by applicable Law or any binding agreement (to the extent such binding agreement was not created in contemplation of such Loan Party’s or Subsidiary’s obligations under this Agreement) or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work-work product.; provided, in each case, that the Borrower shall have notified the Administrative Agent that such document, information or other matter is being withheld on the basis of the foregoing. 104

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its propertiesproperties (provided that with respect to any leased property, such inspection shall not violate the terms of the applicable lease), 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 (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the applicable Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the applicable Borrower; provided thatprovided, excluding any such visits and inspections during the continuation of however, that (i) unless an Event of DefaultDefault is continuing, only the Administrative Agent on behalf no such authorized representatives shall so visit, inspect or examine more than once in any calendar year, (ii) representatives of any Lender may do any 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 two forgoing, at its own expense, at reasonable times during any calendar year normal business hours upon reasonable advance notice to the applicable Borrower and only one (1iii) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, exists and 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 upon reasonable without advance notice. Each Borrower hereby irrevocably authorizes and directs all accountants and auditors employed by it at any time during the term of this Agreement to exhibit and deliver to the Administrative Agent and the Lenders copies of any of the financial statements, trial balances or other accounting records of any sort of any Group Company in the accountant’s or auditor’s possession, and to disclose to the Administrative Agent and the Lenders any information they may have concerning the financial status and business operations of any Group Company. The Administrative Agent and the Lenders each Lender shall give the applicable Borrower the opportunity to participate in any discussions with the Borrower’s any independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-productaccountants and auditors.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromtherefrom (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 directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, 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 two times one (1) time during any calendar year absent the existence of an Event of Default and only such one (1) such time shall be at the Borrower’s 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, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their its respective representatives or independent contractors) on behalf of the Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor or any of the Restricted Subsidiary shall 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 (ia) constitutes non-financial trade secrets or non-financial proprietary informationsecrets, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement with any third party or (iiic) is subject to attorney-client or similar privilege or constitutes attorney work-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 and to eliminate such restrictions.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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 (subject to such accountants’ customary policies and procedures), 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; provided that, 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 two times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the 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 any Lender (or their respective representatives or contractors) is prohibited by Law 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 5.17, permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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 directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may elect to exercise rights of the Administrative Agent and the Lenders under this Section 6.10 5.10 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default existsexists and is continuing, the Administrative Agent or any Lender (or any of their its 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.105.10, at any time and from time to time, upon the reasonable request of any Lender through the Administrative Agent, the Loan Parties (on behalf of themselves and their Subsidiaries) shall (i) cause their directors and executive officers to discuss the policies and procedures maintained by the Loan Parties and the Subsidiaries to ensure effective compliance with Anti-Corruption Laws and all other applicable Laws and (ii) provide to the Lenders documents, records or other information as such Lenders may deem reasonably necessary or desirable to monitor the effectiveness of such policies and procedures. Notwithstanding anything to the contrary in this Section 5.10, none of the Borrower nor or any of the Restricted Subsidiary shall 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 (ia) constitutes non-financial trade secrets or non-financial proprietary informationinformation (other than with respect to any non-financial trade secrets or non-financial proprietary information related to Eligible Accounts, Eligible Credit Card Receivables, Eligible In-Transit Inventory or Eligible Inventory), (iib) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iiic) 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 and each Lender to visit and inspect any of its 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 (subject to such accountants’ customary policies and procedures), 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; provided that, excluding other than 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 two times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing from time to time at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower Holdings nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

Inspection Rights. Permit officers, employees and designated representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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 directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, 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 8.6 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year year, and only one (1) such time shall be at the Borrower’s expense; provided, further, provided further that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.108.6, none of Holdings, the Borrower nor or any of the Restricted Subsidiary shall 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 (i) constitutes non-financial trade secrets or non-financial proprietary information, (iia) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any bona fide arm’s length third party contract or (iiib) is subject to attorney-client or similar privilege or constitutes attorney work-work product.

Inspection Rights. Permit representatives and independent contractors of any representative designated by the Administrative Agent and each Lender to visit and inspect any of its 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, directors and officers, and independent public accountants (subject use commercially reasonably efforts to permit such accountants’ customary policies and procedures), all at representative access to discuss the reasonable expense affairs of the Borrower and its Subsidiaries with its independent public accountants, 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 notice to the Borrower; provided that, 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 two times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided, further, provided further that when an Event of Default exists, 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 upon reasonable without advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required entitled to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, have a representative present at all such discussions and to obtain a copy of all written requests for information relating to any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to Loan Party made by the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-productany third party.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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 (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 notice to the Borrower; provided that, 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 two times during any calendar year and only one (1) such time shall be at the Borrower’s expenseBorrower Representative; provided, furtherhowever, that when an Event of (a) so long as no Default exists, the Borrowers shall only be required to pay for the expense of one such visit during any fiscal year of the Parent and (b) when a Default exists the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable without advance notice. The Lenders may participate in any such visit or inspection, at their own expense (unless a Default exists, in which event Borrowers shall promptly reimburse all such expenses). Neither the Administrative Agent nor any Lender shall have any duty to any Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower, and shall not incur any liability by reason of its failure to conduct or delay in conducting such inspections. Borrowers acknowledge that all inspections, appraisals and reports are prepared by the Administrative Agent and the Lenders for their purposes, and Borrowers shall give the Borrower the opportunity not be entitled to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-productrely upon them.

Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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 directors, 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 notice to the Lead Borrower; provided that, 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 two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s Borrowers’ expense; provided, further, further that when an Event of Default exists, 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 Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Lead Borrower the opportunity to participate in any discussions with the Borrower’s Borrowers’ independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor Loan Parties or any Restricted Subsidiary shall 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 (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-work product.

Inspection Rights. Permit Each Borrower will, and will cause Loan Party and each Subsidiary thereof to, permit representatives and independent contractors of the Administrative Agent and each Lender (which will be subject to confidentiality obligations of Administrative Agent and the Lenders pursuant to Section 10.07) to visit and inspect any of its their respective properties, to examine its their corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its their respective affairs, finances and accounts with its their respective directors, officers, officers and independent public accountants (subject to such accountants’ customary policies and procedures), 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 Administrative Borrower, on behalf of the Borrowers; provided that, 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 two times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when unless an Event of Default existshas occurred and is continuing, the reasonable costs of only two such visits and related inspections during any calendar year, among all members of the Credit Group, will be borne by the Borrowers; provided, however, that, notwithstanding the foregoing, if and for so long as an Event of Default has occurred and is continuing, 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 Borrowers at any time during normal business hours and upon reasonable without advance notice. The notice and as many times as Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in or any discussions with the Borrower’s independent public accountantsLender may require. Notwithstanding anything to the contrary in this Section 6.10Agreement or any other Loan Document, none of the Borrower nor any Restricted no Borrower, Loan Party or Subsidiary shall 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 (i) constitutes non-financial trade secrets or non-financial proprietary information, (iia) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding, arm’s-length agreement with a third party or (iiib) is subject to attorney-client or similar privilege or constitutes attorney work-work product.

Inspection Rights. Permit The Top Borrower shall, and shall cause each Restricted Subsidiary to, permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its propertiesthe Collateral, 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 (subject provided that the Top Borrower has the opportunity to participate in such accountants’ customary policies and proceduresdiscussions), 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 Top Borrower; provided that, excluding any such other than 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 (x) the Administrative Agent shall not exercise such the rights set forth in this Section 6.09 more often than two times during one time (in the aggregate) in any calendar year and (y) only one (1in the aggregate) such time visit and inspection shall be at the Top Borrower’s expense; provided, further, that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10Section, none of the Top Borrower nor any and its Restricted Subsidiary shall Subsidiaries will not be required to disclose, disclose or permit the inspection, examination visitation or making copies or abstracts of, inspection or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii1) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement not entered into in contemplation of avoiding such inspection and disclosure rights, (iii2) that is subject to attorney-attorney client or similar privilege or constitutes attorney workwork product, (3) in respect of which the Top Borrower or any of its Restricted Subsidiaries owes confidentiality obligations to any third party not entered into in contemplation of avoiding such inspection and disclosure or (4) that constitutes non-productfinancial trade secrets or non-financial proprietary information of the Top Borrower or any of its Restricted Subsidiaries and/or any customers and/or suppliers of the foregoing.

Inspection Rights. Permit Subject to compliance with applicable data protection and privacy Laws applicable to any Loan Party, permit representatives and independent contractors of the Administrative Agent and each Lender (with each Lender responsible for its own out-of-pocket expenses) to visit and inspect any of its 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 (subject to such accountants’ customary policies and procedures), 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; provided that, 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 two times during any calendar year and only one (1) such time shall be at the Borrower’s expenseCompany; provided, furtherhowever, that when an Event of Default exists, exists 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 Company at any time during normal business hours and upon reasonable without advance notice. The Administrative Agent and each Lender agree to keep confidential, in accordance with its customary procedures for handling confidential information of the Lenders same nature, any non-public information supplied to it by or on behalf of such Loan Party or any of its Subsidiaries pursuant to this Section 6.10 except that this Section shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything not apply to the contrary in this Section 6.10, none disclosure of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that such information: (a) (i) constitutes non-financial trade secrets to the extent required by (A) applicable Law or non-financial proprietary information(B) judicial process or to any regulatory authority; (b) to (i) the Administrative Agent, any of the Lenders or any other party to any of the Loan Documents; (ii) any of their respective Affiliates, or (iii) any director, officer, employee or agent, including accountants, legal counsel and other advisers, of any Person referred to in (i) or (ii) of this clause (b); (c) to any Person in connection with the exercise by such Lender of its rights under Section 10.06; (d) in connection with (i) the exercise of any remedy under any Loan Document or (ii) any action, suit or other proceeding with respect to any Loan Document, or in anticipation of which disclosure to or preparation for any such proceeding; (e) that has become publicly available, otherwise than as a result of a breach by the Administrative Agent or any such Lender (or their respective representatives or contractors) is prohibited by Law of this Section; or (iiif) is subject with the consent of the Company; provided that in the case of any disclosure to attorney-client any Person referred to in clauses (b)(ii) or similar privilege or constitutes attorney work-product(c), such Person has been instructed to keep such information confidential.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its 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 (subject to such accountants’ customary policies and procedures), 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; provided that, 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 two times one time during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement between the Borrower or any of the Restricted Subsidiaries and a Person that is not Holdings, the Borrower or any of the Restricted Subsidiaries so long as such binding agreement was not entered into in contemplation of preventing such disclosure, inspection or examination or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender the Lenders to visit and inspect any of its 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 (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Parent Borrower 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; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent Agent, on behalf of the Lenders 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 two times during any calendar year and only one (1) such time shall be at the Borrower’s Borrowers’ expense; provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) ), on behalf of the Lenders, may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and as often as may be reasonably desired 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 independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Parent Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary informationand other confidential information that is competitively sensitive in the good faith and reasonable determination of the Parent Borrower, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender the Lenders (coordinated through the Administrative Agent) to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, properties and to discuss its affairs, finances and accounts with its directors, managers, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), 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; provided that, 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 6.09 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, 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 upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.106.09, none of the Borrower nor or any Restricted Subsidiary shall will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts of, inspection 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 any Lender (or their respective representatives or contractors) is prohibited by would be in breach of any confidentiality obligations, fiduciary duty or Law or (iii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work-work product; provided that in the event that the 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.