Common use of Inspection Rights Clause in Contracts

Inspection Rights. Upon reasonable notice, at any time during regular business hours and as often as reasonably requested (but not so as to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the Administrative Agent or any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) 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 (c) is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection Rights. Upon Permit representatives of the Administrative Agent and of each Lender to visit and inspect any of its properties (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 to which the Borrower or a Restricted Subsidiary is bound), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom (other than the records of the Board of Directors of such Loan Party or such Restricted Subsidiary) and to discuss its affairs, finances and accounts with its officers and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable notice, expense of the Borrower and at any time such reasonable times during regular normal business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance written notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation rights of the Administrative Agent and inspection rights the Lenders under this Section 6.10 and (y) the Administrative Agent shall not exercise such rights more often than one (1) time during any Fiscal Yearcalendar year absent the existence of an Event of Default and such exercise shall be at the Borrower’s expense; it being understood provided further that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairswhen an Event of Default exists, finances and accounts of the Borrowers and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the Administrative Agent or any Lender true copies (or any of all financial information made available to the board of directors or audit committee its respective representatives) may do any of the board of directors foregoing as often as may be reasonably necessary at the expense of the Company; provided that no Company Party will be required 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 disclose, permit participate in any discussions with the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contractBorrower’s independent public accountants. Notwithstanding anything to the contrary in this AgreementSection 6.10, none of the Borrowers Borrower or any of the Restricted 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 with any Disqualified Lender that (ai) constitutes non-financial trade secrets or non-financial proprietary information, (bii) 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 (ciii) is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection Rights. Upon 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 noticeand customary policies and procedures), all at any time the reasonable expense of the Company and at such reasonable times during regular normal business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any LenderCompany; provided, or any authorized employeehowever, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (provided that, that excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of and the Lenders may exercise such visitation shall coordinate with one another regarding any visits under this Section and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one (1) time during any Fiscal Year; 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 may make and that during the continuation of an Event of Default such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of may be conducted by the Administrative Agent or any Lender true copies of all financial information made available at any time during normal business hours and without prior notice and without regard to any limitation as to the board number of directors or audit committee of such visits and inspections in any calendar year). So long as at such time no Default exists, the board of directors of Administrative Agent and the Lenders shall give the Company the opportunity to participate in any discussions with the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract’s independent public accountants. Notwithstanding anything to the contrary in this AgreementSection, none of neither the Borrowers or the Company nor any Restricted Subsidiaries Subsidiary 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) 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 agreement contract that is not entered into in contemplation of any such inspection or disclosure or (cb) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection Rights. Upon Permit, and cause each of its Subsidiaries to permit, the agents and representatives of any Agent at reasonable noticetimes and during normal business hours, and, so long as no Event of Default has occurred and is continuing, upon reasonable prior notice at any time during regular business hours and as often as reasonably requested (but not so as to materially interfere with the business expense of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereofBorrowers, to examine, audit examine and make copies of and abstracts from the its records and books of account ofaccount, and to visit and inspect the Properties ofits properties, the Borrowers to verify materials, leases, notes, accounts receivable, deposit accounts and the Restricted Subsidiaries (provided thatits other assets, excluding to conduct audits, physical counts, valuations, appraisals, Phase I Environmental Site Assessments or examinations and to discuss its affairs, finances and accounts with any such visits and inspections during the continuation of an its directors, officers, managerial employees, independent accountants or any of its other representatives, provided, that so long as no Event of DefaultDefault shall have occurred and be continuing, (x) only the Administrative Agent on behalf Loan Parties shall not be obligated to pay the fees, costs and expenses for more than one (1) such inspections of the Lenders may exercise such visitation and Loan Parties conducted during each consecutive twelve (12) month period during the term of this Agreement unless the regulatory authorities to which any Lender reports requires more frequent inspections (not to exceed one (1) inspection rights each quarter) based upon the regulatory credit rating applicable to Borrowers and (y) the Administrative Agent Borrower shall not exercise be given a reasonable opportunity to have a representative present at any such rights more often than one time during any Fiscal Year; it being understood that inspection (and if the Administrative Agent may make Borrower so elects to have a representative present at such additional visits inspection, then such inspection shall be held at a time that is reasonably acceptable to both the Administrative Borrower and inspections the Agents). The Borrowers agree to pay (i) $850 per day per examiner (not to exceed one (1) examiner and a period of three (3) Business Days so long as no Event of Default has occurred and is continuing) plus the examiner’s reasonable and documented out-of-pocket costs and expenses incurred in connection with all such visits, audits, inspections, appraisals, valuations and field examinations and (ii) the reasonable and documented out-of-pocket cost of all visits, audits, inspections, appraisals, valuations and field examinations conducted by a third party on behalf of the Agents. In furtherance of the foregoing, each Fiscal Year at Loan Party hereby authorizes its own expense as it reasonably requests) independent accountants, and the independent accountants of each of its Subsidiaries, to discuss the affairs, finances and accounts of such Person with the Borrowers agents and the Restricted Subsidiaries representatives of any Agent in accordance with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the Administrative Agent or any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) 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 (c) is subject to attorney-client or similar privilege or constitutes attorney work productSection 7.01(f).

Inspection Rights. Upon Permit representatives of the Administrative Agent and, during the continuance of any Event of Default, of each Lender to visit and inspect any of its properties (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 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 notice, expense of the Borrower and at any time such reasonable times during regular normal business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance written notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, (xi) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and under this Section 6.10, (yii) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Yearcalendar year and (iii) such exercise shall be at the Borrower’s expense; it being understood provided further, that when an Event of Default is continuing the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers and the Restricted Subsidiaries with (or any of their officers, managers, key employees (subject respective representatives) may do any of the foregoing at the expense of the Borrower at any time and from time to such time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants’ customary policies and procedures) and, upon request, furnish promptly . Notwithstanding anything to the Administrative Agentcontrary in this Section 6.10, any Lender or any advisor none of the Administrative Agent or Borrower nor any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party Restricted Subsidiary will be required to disclose, disclose or permit the inspection, examination or making of extracts, inspection or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender (i) that (a) constitutes non-financial trade secrets or non-financial proprietary information, (bii) 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 (ciii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product.

Inspection Rights. Upon Permit representatives and independent contractors of the Administrative Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and, with the prior written consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) make copies thereof or abstracts 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 and officers and use commercially reasonably efforts to make its independent public accountants available to discuss its affairs, finances and accounts (subject to such accountants’ customary policies and procedures), all at the reasonable notice, expense of the Borrower and at any time such reasonable times during regular normal business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation rights of the Administrative Agent and inspection rights the Lenders under this Section 6.11 and (y) the Administrative Agent shall not exercise such rights more often than one (1) time during any Fiscal Year; calendar year absent the existence of an Event of Default and such one (1) time shall be at the Borrower’s expense (it being understood that unless an Event of Default has occurred and is continuing, the Administrative Agent may make such additional visits shall only visit locations where books and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairsrecords and/or senior officers are located); provided, finances and accounts further, that when an Event of the Borrowers and the Restricted Subsidiaries with any of their officersDefault exists, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the Administrative Agent (or any Lender true copies of all financial information made available to the board of directors its respective representatives or audit committee independent contractors) on behalf of the board of directors Lenders may do any of the Company; provided that no Company Party will be required foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent shall give the Borrower the opportunity to disclose, permit participate in any discussions with the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contractBorrower’s independent public accountants. Notwithstanding anything to the contrary in this AgreementSection 6.11, none of Holdings, the Borrowers Borrower or the any of its Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) 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 (c) is subject to attorney-client or similar privilege or constitutes attorney work product; provided that, to the extent legally permissible, the Borrower shall notify the Administrative Agent that any such document, information or other matter is being withheld pursuant to clause (b) or (c) of this Section 6.11 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. Upon 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 notice, expense of the Borrower and at any time such reasonable times during regular normal business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation rights of the Administrative Agent and inspection rights the Lenders under this Section 6.10 and (y) the Administrative Agent shall not exercise such rights more often than one time two times during any Fiscal Yearcalendar 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); it being understood provided, further, that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairswhen an Event of Default exists, finances and accounts of the Borrowers and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the Administrative Agent or any Lender true copies (or any of all financial information made available to the board of directors their respective representatives or audit committee independent contractors) may do any of the board of directors foregoing at the expense of the Company; provided that no Company Party will be required 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 disclose, permit participate in any discussions with the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contractBorrower’s independent public accountants. Notwithstanding anything to the contrary in this AgreementSection 6.10, none of the Borrowers or the Borrower nor any Restricted Subsidiaries will 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 with any Disqualified Lender that (ai) constitutes non-financial trade secrets or non-financial proprietary information, (bii) 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 (ciii) is subject to attorney-client or similar privilege or constitutes attorney work work-product.

Inspection Rights. Upon reasonable notice, at Permit any time during regular business hours and as often as reasonably requested (but not so as to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit representative designated by the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, 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, all at such reasonable times during normal business hours and, subject to the Properties oflimitation below, as often as may be reasonably desired, upon reasonable advance notice to the Borrowers and the Restricted Subsidiaries (Borrower; provided that, excluding any such visits and inspections during the continuation of when an Event of DefaultDefault exists, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights of the Administrative Agent and the Lenders under this Section 6.10 (yand 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 one time two times during any Fiscal Yearcalendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; it being understood provided further that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests(a) and to discuss the affairswhen an Event of Default exists, finances and accounts of the Borrowers and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the Administrative Agent or any Lender true copies (or any of all financial information made available their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice and (b) so long as no Event of Default exists, advance notice of any discussion with such independent public accountant shall be given to the board of directors or audit committee of Borrower and the board of directors of Borrower shall have the Company; provided that no Company Party will opportunity to be required to disclose, permit the inspection, examination or making of extracts, or discussion of, present at any document, information or other matter in respect of which disclosure is then prohibited by law or contractsuch discussion. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers Borrower or the Restricted 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 with any Disqualified Lender that (a) that 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, (b) 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 binding, arm’s-length agreement with a third party or (c) is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection Rights. Upon Permit representatives of the Administrative Agent and, during the continuance of any Event of Default, of each Lender to visit and inspect any of its properties (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 notice, expense of the Borrower and at any time such reasonable times during regular normal business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance written notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, (xi) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and under this Section 6.10, (yii) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Yearcalendar year and (iii) such exercise shall be at the Borrower’s expense; it being understood provided, further, that when an Event of Default is continuing the Administrative Agent (or any of its respective representatives) may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts do any of the Borrowers 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 Restricted Subsidiaries Lenders shall give the Borrower the opportunity to participate in any discussions with any of their officers, managers, key employees (subject to such the Borrower’s accountants’ customary policies and procedures) and, upon request, furnish promptly . Notwithstanding anything to the Administrative Agentcontrary in this Section 6.10, any Lender or any advisor none of the Administrative Agent or Borrower nor any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party Restricted Subsidiary will be required to disclose, disclose or permit the inspection, examination or making of extracts, inspection or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender (i) that (a) constitutes non-financial trade secrets or non-financial proprietary information, (bii) 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 (ciii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product.

Inspection Rights. Upon reasonable noticeThe Agent and the Lenders (and their respective agents or professional advisors) shall have the right, from time to time, at any time during regular business hours their discretion and as often as reasonably requested (but not so as upon reasonable prior notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lenderrelevant party, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during offices of any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and Borrower, to discuss the affairs, finances and accounts condition of any Borrower with the officers thereof and independent accountants therefor and to examine, and audit, during business hours or at such other times as might be reasonable under applicable circumstances, any and all of the Borrowers books, records, financial statements, collection policies, 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 the Borrowers, or held by another for a Borrower or on its behalf, concerning or otherwise affecting the Properties, the Loan Documents, the Borrower Representative, Sponsor, the Guarantors or any Borrower. Upon reasonable notice and during regular business hours, each Borrower agrees to promptly provide the Agent and the Restricted Subsidiaries Lenders (and their respective 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) the Agent and the Lenders (and their officers, managers, key employees (subject respective agents or professional advisors) may reasonably require in order to such accountants’ customary policies and procedures) and, upon request, furnish promptly conduct periodic due diligence relating to the Administrative Agent, any Lender or any advisor of Borrowers in connection with the Administrative Agent or any Lender true copies of all financial information made Properties and the Loan Documents. Each Borrower will make available to the board Agent and the Lenders (and their respective agents or professional advisors) knowledgeable financial, accounting, legal and compliance officers for the purpose of directors answering questions with respect to such Borrower and the Properties and to assist in the Agent’s and the Diligence Agent’s diligence. In addition, the Borrowers shall provide, or audit committee shall cause the Borrower Representative and the Property Manager to provide, the Agent and the Diligence Agent (and their respective agents or professional advisors) from time to time, at their discretion and upon reasonable prior 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 or at such other times as might be reasonable under applicable circumstances, any and all of the board of directors of the Company; provided that no Company Party will be required to disclosebooks, permit the inspectionrecords, examination or making of extractsfinancial statements, collection policies, legal and regulatory compliance, operating and reporting procedures and information systems, their respective directors, officers and employees, or discussion ofother information and information systems (including without limitation customer service and/or whistleblower hotlines) of such Persons, any documentconcerning or otherwise affecting the Properties. All costs and expenses incurred by the Agent, information the Lenders and the Diligence Agent (and their respective agents or professional advisors) in connection with the due diligence and other matter matters outlined in respect of which disclosure is then prohibited by law or contractthis Section shall be paid pursuant to Section 2.8(b) in an aggregate amount not to exceed $100,000 per year. Notwithstanding anything the foregoing, all inspections of Properties shall be subject to the contrary rights of tenants pursuant to Leases entered into in this Agreement, none of accordance with the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) 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 (c) is subject to attorney-client or similar privilege or constitutes attorney work productterms hereof.

Inspection Rights. Upon At any reasonable notice, at any time and from time to time during regular normal business hours and as often as reasonably requested (but not so as to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) following reasonable prior notice, permit the Administrative Agent or any Lenderof the Lenders, or any authorized employee, agent agents or representative thereofrepresentatives of the Administrative Agent, to examine, audit examine and make copies of and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders Parent Borrower or any other Loan Party (other than materials protected by attorney-client privilege or that a Loan Party may exercise such visitation not disclose without violation of a confidentiality obligation binding on it or subject to any other data protection laws) and inspection rights visit the properties of the Parent Borrower and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) other Loan Party, and to discuss the affairs, finances and accounts of the Borrowers Parent Borrower and the Restricted Subsidiaries any other Loan Party with any of their officers, managersdirectors and/or, key employees (subject to in the presence of the Parent Borrower if the Parent Borrower shall so request, independent public accountants, all at the expense of such accountants’ customary policies Lender or, if applicable, the Administrative Agent and procedures) andat such reasonable times during normal business hours, upon requestreasonable advance notice to the Parent Borrower and on only one occasion during any Fiscal Year; provided that, furnish promptly when an Event of Default exists, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrowers at any time during normal business hours, as often as may be reasonably desired and without advance notice. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document none of the Parent Borrower or any of its Subsidiaries shall be required to disclose or discuss, or permit the inspection, examination or making of extracts of, any records, books, information or account or other matter (x) in respect of which disclosure to the Administrative Agent, any Lender or any advisor of the Administrative Agent their agents or any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure representatives is then prohibited by applicable law or contract. Notwithstanding anything to any agreement binding on the contrary in this AgreementParent Borrower or its Subsidiaries, none of (y) that is protected from disclosure by the Borrowers attorney-client privilege or the Restricted Subsidiaries will be required to disclose, permit the inspection, examination attorney work product doctrine or making copies or abstracts of, or discussion of, any document, information or other matter with any Disqualified Lender (z) that (a) constitutes non-financial trade secrets or non-financial proprietary informationinformation (collectively, (b) 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 (c) is subject to attorney-client or similar privilege or constitutes attorney work product.“Disclosure Exceptions”). 103

Inspection Rights. Upon reasonable noticePermit Lender to perform an annual collateral field audit of Borrower’s accounts receivable, inventory and equipment. In addition, at any time during regular business hours and as often as reasonably requested upon reasonable notice (but not so as to materially interfere with the business more often than twice in a calendar year unless an Event of the Borrowers or the Restricted Subsidiaries) Default exists), permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the Borrowers’ records and books of account of, and to visit and inspect the Properties ofits properties, the Borrowers including, but not limited to, an annual collateral field audit on accounts receivable and the Restricted Subsidiaries (provided thatinventory, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the its affairs, finances and accounts of the Borrowers and the Restricted Subsidiaries with any of their officersits officers and key employees, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the Administrative Agent or any Lender true copies of all financial information and internal management reports made available to the their board of directors (or audit any committee thereof). Notwithstanding any provision of this Agreement to the board contrary, so long as no Default or Event of directors Default shall have occurred and be continuing, neither any Borrower nor any of the Company; provided that no Company Party will its Subsidiaries shall be required to disclose, permit the inspection, examination examination, photocopying or making of extractsextracts of, or discussion ofdiscuss, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (ai) constitutes non-financial trade secrets or non-financial proprietary information, or (bii) in respect the disclosure of which disclosure to the Administrative Agent Lender, or its designated representative, is then prohibited by law or any Lender (or their respective representatives or contractors) is prohibited by Law agreement binding on any Borrower or any binding agreement of its Subsidiaries that was not entered into by any Borrower or any such Subsidiary for the purpose of concealing information from the Lender. Borrowers shall, however, furnish to Lender such information concerning Borrowers’ intellectual property (cincluding, without limitation, application and registration numbers for any filings in connection with such intellectual property) as is subject reasonably necessary to attorney-client or similar privilege or constitutes attorney work productpermit Lender to perfect a security interest in such intellectual property.

Inspection Rights. Upon Permit representatives of the Administrative Agent and, during the continuance of any Event of Default, of each Lender to visit and inspect any of its properties (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 such 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 notice, expense of the Borrowers and at any time such reasonable times during regular normal business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance written notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (Borrowers; provided that, excluding any such visits and inspections during the continuation of an Event of Default, (xi) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and under this Section 6.10, (yii) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Yearcalendar year and (iii) such exercise shall be at the Borrowers’ expense; it being understood provided, further, that when an Event of Default is continuing the Administrative Agent (or any of its respective representatives) may make such additional visits and inspections in each Fiscal Year do any of the foregoing at its own the expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers at any time and from time to time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Restricted Subsidiaries Lenders shall give the Borrowers the opportunity to participate in any discussions with any of their officers, managers, key employees (subject to such the Borrowers’ accountants’ customary policies and procedures) and, upon request, furnish promptly . Notwithstanding anything to the Administrative Agentcontrary in this Section 6.10, any Lender or any advisor none of the Administrative Agent or Borrowers nor any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party Restricted Subsidiary will be required to disclose, disclose or permit the inspection, examination or making of extracts, inspection or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender (i) that (a) constitutes non-financial trade secrets or non-financial proprietary information, (bii) 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 (ciii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product.

Inspection Rights. Upon Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, managers, officers, and independent public accountants, all at the reasonable notice, expense of the Borrowers and at any time such reasonable times during regular normal business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (Borrowers; provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation rights of the Administrative Agent and inspection rights the Lenders under this Section 6.10 and (y) the Administrative Agent shall not exercise such rights more often than one time two (2) times during any Fiscal Yearcalendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrowers’ expense; it being understood provided further that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairswhen an Event of Default exists, finances and accounts of the Borrowers and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the Administrative Agent or any Lender true copies (or any of all financial information made available their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrowers the opportunity to participate in any discussions with the Borrowers’ independent public accountants. Notwithstanding anything to the board of directors or audit committee contrary in this Section 6.10, none of the board of directors of the Company; provided that no Company Party Borrowers or any Restricted Subsidiary will be required to disclose, disclose or permit the inspection, examination or making of extracts, inspection or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender (i) that (a) constitutes non-financial trade secrets or non-financial proprietary information, (bii) 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 (ciii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product. In addition, if the Administrative Agent is required by law or regulation or internal policies to do so, it shall have the right, at the reasonable expense of the Borrowers, to periodically conduct Patriot Act searches and customary individual background checks for the Loan Parties, and the Borrowers agree to cooperate in respect of the conduct of such searches.

Inspection Rights. Upon Permit representatives and independent contractors of 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, all at the expense of the Borrower and at such reasonable notice, at any time times during regular normal business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any LenderBorrower; provided, or any authorized employeehowever, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (provided that, excluding any such visits and inspections during the continuation of that when an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the Administrative Agent or any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) is prohibited by Law may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice. Borrower will cooperate and assist, and will cause its Consolidated Subsidiaries to cooperate and assist, in such inspections, including furnishing all plans, shop drawings and specifications in Borrower’s possession or the possession of its Consolidated Subsidiaries relating to the Improvements. Each Lender covenants and agrees to preserve the confidentiality of any financial data and other information concerning Borrower, any Affiliate of Borrower or related to Borrower’s, or any binding agreement Borrower’s Affiliate’s businesses or operations, except to the extent such Lender is required to disclose such information pursuant to any applicable Legal Requirement; provided that (i) any information contained in any annual report, or any Form 10‑K, Form 10‑Q or Form 8‑K reports (if any) which have been delivered to the SEC, or any other annual or quarterly reports to the stockholders of the Borrower subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, proxy material delivered to the stockholders of the Borrower or any report delivered to the SEC, or any other information that is in the public domain or has become publicly known, shall not in any event be deemed confidential, and (ii) each Lender may make any information received by it available (A) to a transferee of or Participant in any interest in the Loans or the Notes, provided that such transferee or participant agrees in writing to be bound by the provisions of this Section 6.10, (B) to any accountants or other professionals engaged by such Lender, provided that each such accountant or professional agrees to be bound by the provisions of this Section 6.10, or (cC) is subject to attorney-client in connection with the enforcement of any of the Loan Documents or similar privilege or constitutes attorney work productany litigation in connection therewith.

Inspection Rights. Upon Permit representatives and independent contractors of 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 (subject to customary access agreements) independent public accountants all at the reasonable notice, expense of the Borrowers and at any time such reasonable times during regular normal business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (Borrowers; provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one (1) time during any Fiscal Yearcalendar year absent the existence of an Event of Default; it being understood provided further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may make such additional visits and inspections in each Fiscal Year do any of the foregoing at its own the expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers at any time during normal business hours and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the reasonable advance notice. The Administrative Agent or shall give the Loan Parties the opportunity to participate in any Lender true copies of all financial information made available to discussions with the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contractLoan Parties’ independent public accountants. Notwithstanding anything to the contrary in this AgreementSection 5.10, none of the Borrowers Loan Parties or the Restricted any 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, information or (b) 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 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 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 (c) 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. Upon At any reasonable noticetime and from time to time as the Administrative Agent or any Lender may reasonably request (upon five Business Days’ prior notice delivered to the Borrower and no more than once a year, at any time during regular business hours unless an Event of Default has occurred and as often as reasonably requested (but not so as to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) is continuing), permit the Administrative Agent or any Lender, such Lender or any authorized employee, agent agents or representative thereof, representatives thereof to examine, audit examine and make copies of and abstracts from the records and books of account of, and to visit and inspect the Properties properties of, the Borrowers Borrower and the Restricted Subsidiaries (provided thatany of its Subsidiaries, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers Borrower and the Restricted any of its Subsidiaries with any of their respective senior executives or officers; provided, managershowever, key employees that (subject x) the Borrower reserves the right to such accountantsrestrict access to any of its Subsidiaries’ customary policies facilities in accordance with reasonably adopted procedures relating to safety and proceduressecurity and (y) and, upon request, furnish promptly to neither the Administrative Agent, Borrower nor any Lender or any advisor of the Administrative Agent or any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will its Subsidiaries shall be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure disclose to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement agents or (c) representatives thereof any information that is the subject to of attorney-client or similar privilege or constitutes attorney work productwork-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that the Borrower agrees to use commercially reasonable efforts to obtain any required third-party consent to such disclosure, subject to customary nondisclosure restrictions applicable to the Administrative Agent or the Lenders, as applicable). The Administrative Agent and each Lender agree to use reasonable efforts to ensure that any information concerning the Borrower or any of its Subsidiaries obtained by the Administrative Agent 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 the Borrower 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 or such Lender’s business operations be treated confidentially by the Administrative Agent or such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent or such Lender, as the case may be, to any Person, other than the Administrative Agent’s or such Lender’s employees, authorized agents or representatives (including, without limitation, attorneys and accountants).

Inspection Rights. Upon reasonable notice, at any time during regular business hours Permit representatives and as often as reasonably requested (but not so as to materially interfere with the business independent contractors of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and 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 Properties ofreasonable expense of the Parent Borrower and at such reasonable times during normal business hours, upon reasonable advance notice to the Borrowers and the Restricted Subsidiaries (Parent Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent Agent, on behalf of the Lenders Lenders, may exercise such visitation rights of the Administrative Agent and inspection rights the Lenders under this Section 6.10 and (y) the Administrative Agent shall not exercise such rights more often than one time two times during any Fiscal Yearcalendar year and only one (1) such time shall be at the Borrowers’ expense; it being understood provided, further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors), on behalf of the Lenders, may make such additional visits and inspections in each Fiscal Year do any of the foregoing at its own the expense as it reasonably requests) and to discuss the affairs, finances and accounts of the 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 Restricted Subsidiaries Lenders shall give the Parent Borrower the opportunity to participate in any discussions with any of their officers, managers, key employees (subject to such the Parent Borrower’s independent public accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the Administrative Agent or any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this AgreementSection 6.10, none of the Borrowers or the Parent Borrower nor any Restricted Subsidiaries will 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 with any Disqualified Lender that (ai) 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, (bii) 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 (ciii) is subject to attorney-client or similar privilege or constitutes attorney work work-product.

Inspection Rights. Upon reasonable noticeEach Loan Party will, at and will cause each Subsidiary to permit any time during regular business hours and as often as reasonably requested (but not so as to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit representatives designated by the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books Lender (including employees of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor consultants, accountants, lawyers and appraisers retained by the Administrative Agent), upon reasonable prior notice during normal business hours, to visit and inspect its properties, to examine and make extracts from its books and records, including environmental assessment reports and Phase I or Phase II studies, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided, however that financial officers of the Borrower shall be entitled to participate in any discussion or meeting with the accountants and, absent the continuance of an Event of Default, the Borrower shall not be required to reimburse the Administrative Agent or any Lender true copies of all financial information made available the Lenders for more than one visit (and if there is more than one such visit in a fiscal year due to the board occurrence and continuance of directors or audit committee an Event of the board of directors of the Company; provided that no Company Party will be required to discloseDefault, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent shall be reimbursed for its visits before any Lender is so reimbursed for its visits) in any fiscal year (it being understood without limitation of the foregoing that there shall be no limitation on the frequency of such visits and inspections (x) if an Event of Default shall have occurred and be continuing or (y) such visit and/or inspection is paid for by the relevant Lender). After the occurrence and during the continuance of any Event of Default, each Loan Party shall provide the Administrative Agent and each Lender with contact information relating to its suppliers. Nothing in this Section 6.10 shall be construed to cause Holdings, any Loan Party or any Lender (of its or their respective representatives or contractors) is prohibited Subsidiaries to divulge any materials covered by Law or any binding agreement or (c) is subject to an attorney-client privilege that has not been waived or similar privilege otherwise subject to confidentiality or constitutes attorney work productdisclosure restrictions that would prohibit or restrict such disclosure.

Inspection Rights. Upon reasonable notice, at any time during regular business hours and as often as reasonably requested (but not so as to materially interfere with the business request of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation any Lender, permit representatives and inspection rights and (y) independent contractors of the Administrative Agent shall not exercise such rights more often than one time during and each Lender to visit and inspect any Fiscal Year; it being understood that the Administrative Agent may of its properties, to examine its corporate, financial and operating records, and make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) copies thereof or abstracts therefrom, and to discuss the its affairs, finances and accounts with its directors, officers, and independent public accountants (provided, that a representative of any of the Borrowers or any Subsidiary shall be entitled to attend any such meetings with such independent public accountants), all at the expense of the Lenders when no Event of Default exists, and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to at such accountants’ customary policies and procedures) andreasonable times during normal business hours, upon request, furnish promptly reasonable advance notice to the Administrative AgentCompany and no more than once per year; provided, any Lender or any advisor however, that when an Event of Default exists the Administrative Agent or any Lender true copies (or any of all financial information made available their respective representatives or independent contractors) may do any of the foregoing at the expense of the Company at any time during normal business hours and without advance notice; provided, further that notwithstanding anything to the board of directors or audit committee contrary herein, none of the board of directors of the Company; provided that no Company Party will Borrowers or any Subsidiary shall be required to disclose, permit the inspection, examination or making of extractscopies of or taking abstracts from, or discussion of, discuss any document, information information, or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender (A) that (a) constitutes non-financial trade secrets or non-financial proprietary informationinformation of the Company and its Subsidiaries and/or any of its customers and/or suppliers, (bB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractorsagents) is prohibited by Law or any binding agreement or applicable Law, (cC) that is subject to attorney-client or similar privilege or constitutes attorney work product(D) in respect of which any Borrower or any Subsidiary owes confidentiality obligations to any third party (it being understood that the Company or any of the Subsidiaries shall inform the Administrative Agent of the existence and nature of the confidential records, documents or other information not being provided and, following a reasonable request from the Administrative Agent, use commercially reasonable efforts to request consent from an applicable contractual counterparty to disclose such information (but shall not be required to incur any cost or expense or pay any consideration of any type to such party in order to obtain such consent)).

Inspection Rights. Upon At any reasonable noticetime and from time to time as the Administrative Agent or any Lender may reasonably request, at any time during regular business hours and as often as reasonably requested (but not so as to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, such Lender or any authorized employee, agent agents or representative thereof, representatives thereof to examine, audit examine and make copies of and abstracts from the records and books of account of, and to visit and inspect the Properties properties of, the Borrowers Borrower and the Restricted Subsidiaries (provided thatany of its Subsidiaries, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers Borrower and the Restricted any of its Subsidiaries with any of their officersrespective officers or directors; provided, managershowever, key employees that the Borrower reserves the right to restrict access to any of its Subsidiaries’ generating facilities in accordance with reasonably adopted procedures relating to safety and security. The Administrative Agent and each Lender agree to use reasonable efforts to ensure that any information concerning the Borrower or any of its Subsidiaries obtained by the Administrative Agent or such Lender pursuant to this subsection (subject d) or subsection (g) that is not contained in a report or other document filed with the SEC, distributed by the Borrower 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 or such accountants’ customary policies and procedures) and, upon request, furnish promptly to Lender’s business operations be treated confidentially by the Administrative Agent, any Lender or any advisor of such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent or such Lender, as the case may be, to any Lender true copies of all financial information made available to Person, other than the board of directors Administrative Agent’s or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclosesuch Lender’s employees, permit the inspectionauthorized agents or representatives (including, examination or making of extractswithout limitation, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contractattorneys and accountants). Notwithstanding anything herein to the contrary in contrary, any party to this AgreementAgreement (and any employee, none representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Borrowers or the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, transactions contemplated hereunder and all materials of any document, information kind (including opinions or other matter with tax analyses) that are provided to it relating to such tax treatment and tax structure. However, no party shall disclose any Disqualified Lender that (a) constitutes non-financial trade secrets information relating to such tax treatment or non-financial proprietary information, (b) in respect of which disclosure tax structure to the Administrative Agent or any Lender (or their respective representatives or contractors) extent nondisclosure is prohibited by Law or any binding agreement or (c) is subject necessary in order to attorney-client or similar privilege or constitutes attorney work productcomply with applicable securities laws.

Inspection Rights. Upon Permit representatives and independent contractors of 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, all at the expense of the Borrower and at such reasonable notice, at any time times during regular normal business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any LenderBorrower; provided, or any authorized employeehowever, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (provided that, excluding any such visits and inspections during the continuation of that when an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the Administrative Agent or any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) is prohibited by Law may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice. Borrower will cooperate and assist, and will cause its Consolidated Subsidiaries to cooperate and assist, in such inspections, including furnishing all plans, shop drawings and specifications in Borrower’s possession or the possession of its Consolidated Subsidiaries relating to the Improvements. Each Lender covenants and agrees to preserve the confidentiality of any financial data and other information concerning Borrower, any Affiliate of Borrower or related to Borrower’s, or any binding agreement Borrower’s Affiliate’s businesses or operations, except to the extent such Lender is required to disclose such information pursuant to any applicable Legal Requirement; provided that (i) any information contained in any annual report, or any Form 10-K, Form 10-Q or Form 8-K reports (if any) which have been delivered to the SEC, or any other annual or quarterly reports to the stockholders of the Borrower subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, proxy material delivered to the stockholders of the Borrower or any report delivered to the SEC, or any other information that is in the public domain or has become publicly known, shall not in any event be deemed confidential, and (ii) each Lender may make any information received by it available (A) to a transferee of or Participant in any interest in the Loans or the Notes, provided that such transferee or participant agrees in writing to be bound by the provisions of this Section 6.10, (B) to any accountants or other professionals engaged by such Lender, provided that each such accountant or professional agrees to be bound by the provisions of this Section 6.10, or (cC) is subject to attorney-client in connection with the enforcement of any of the Loan Documents or similar privilege or constitutes attorney work productany litigation in connection therewith.

Inspection Rights. Upon (i) Permit, and cause each of its Subsidiaries to permit, the agents and representatives of the Administrative Agent at any time and from time to time during normal business hours, and (so long as no Default or Event of Default exists), with reasonable prior notice, at the expense of the Borrower, to examine and make copies of and abstracts from its records and books of account, to visit and inspect its properties, to verify materials, leases, notes, accounts receivable, deposit accounts and its other assets, to conduct audits, physical counts, valuations, appraisals or examinations and to discuss its affairs, finances and accounts with any of its directors, officers, managerial employees, independent accountants or any of its other representatives, (ii) permit, and cause each of its Subsidiaries to permit, the agents and representatives of any Lender at any time and from time to time during normal business hours, and (so long as no Default or Event of Default exists), with reasonable prior notice to the Borrower, to discuss its affairs, finances and accounts with the Chief Executive Officer, Chief Financial Officers, Treasurer and any Senior or Executive Vice President of Borrower, and (iii) pay upon demand the reasonable costs and expenses of the Administrative Agent in connection with all visits, audits, inspections, valuations, appraisals and field examinations (including the cost of all visits, audits, inspections, valuations, appraisals and field examinations conducted by a third party on behalf of the Administrative Agent), provided that so long as no Default or Event of Default has occurred and is continuing, the Borrower shall not be required to reimburse the Administrative for more than two (2) field examinations, one (1) Refinery Appraisal and, at any time that no Alon Stock is Alon Marketable Stock, one (1) Alon Stock Appraisal, in each instance, during regular business hours any calendar year; and, further, provided that, after one or more Casualty Events and as often as reasonably requested (but not so as to materially interfere Dispositions of Specified Fixed Assets have occurred which, in the aggregate with all other such events, if any, occurring from and after the business date of the Borrowers or the Restricted Subsidiaries) permit most recent Refinery Appraisal, results in Net Cash Proceeds in excess of $20,000,000, the Administrative Agent or any Lendermay, or any authorized employeein its reasonable discretion, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers require a new Refinery Appraisal and the Restricted Subsidiaries (provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only Borrower shall reimburse the Administrative Agent on behalf for such Refinery Appraisal. In furtherance of the Lenders may exercise such visitation foregoing, each Loan Party hereby authorizes its independent accountants, and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in independent accountants of each Fiscal Year at of its own expense as it reasonably requests) and Subsidiaries, to discuss the affairs, finances and accounts of such Person (independently or together with representatives of such Person) with the Borrowers agents and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor representatives of the Administrative Agent or any Lender true copies in accordance with this Section 6.01(f). In the event of any Alon Stock Appraisal, the Loan Parties shall provide the independent appraiser with all financial information made available and data reasonably necessary to the board of directors or audit committee make a determination of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) 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 (c) is subject to attorney-client or similar privilege or constitutes attorney work productAlon Stock Appraised Value.

Inspection Rights. Upon At any reasonable noticetime and from time to time as the Administrative Agent or any Lender may reasonably request (upon five Business Days’ prior notice delivered to the Borrower and no more than once a year, at any time during regular business hours unless an Event of Default has occurred and as often as reasonably requested (but not so as to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) is continuing), permit the Administrative Agent or any Lender, such Lender or any authorized employee, agent agents or representative thereof, representatives thereof to examine, audit examine and make copies of and abstracts from the records and books of account of, and to visit and inspect the Properties properties of, the Borrowers Borrower and the Restricted Subsidiaries (provided thatany of its Subsidiaries, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers Borrower and the Restricted any of its Subsidiaries with any of their officersrespective officers or directors; provided, managershowever, key employees that (subject x) the Borrower reserves the right to such accountantsrestrict access to any of its Subsidiaries’ customary policies facilities in accordance with reasonably adopted procedures relating to safety and proceduressecurity and (y) and, upon request, furnish promptly to neither the Administrative Agent, Borrower nor any Lender or any advisor of the Administrative Agent or any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will its Subsidiaries shall be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure disclose to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement agents or (c) representatives thereof any information that is the subject to of attorney-client or similar privilege or constitutes attorney work productwork-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that the Borrower agrees to use commercially reasonable efforts to obtain any required third-party consent to such disclosure, subject to customary nondisclosure restrictions applicable to the Administrative Agent or the Lenders, as applicable). The Administrative Agent and each Lender agree to use reasonable efforts to ensure that any information concerning the Borrower or any of its Subsidiaries obtained by the Administrative Agent 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 the Borrower 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 or such Lender’s business operations be treated confidentially by the Administrative Agent or such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent or such Lender, as the case may be, to any Person, other than the Administrative Agent’s or such Lender’s employees, authorized agents or representatives (including, without limitation, attorneys and accountants).

Inspection Rights. Upon Permit representatives of the Administrative Agent (x) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers all at the reasonable noticeexpense of the Borrower, and at any time such reasonable times during regular normal business hours and as often as may be reasonably requested desired, upon reasonable advance notice to the Borrower and (but not so as y) to materially interfere have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, Borrower’s independent certified public accountants (subject to examine, audit such accountants’ customary policies and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (yi) the Administrative Agent shall not exercise such rights more often than one time once during any Fiscal Yearcalendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; it being understood provided further that when an Event of Default exists the Administrative Agent (or any of its representatives) may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts do any of the Borrowers foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Restricted Subsidiaries Borrower the opportunity to participate in any discussions with any the Borrower’s accountants pursuant to clause (y) of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly the immediately preceding sentence. Notwithstanding anything to the Administrative Agentcontrary in Subsection 7.2(i) or in this Subsection 7.10, any Lender none of the Borrower or any advisor of the Administrative Agent or any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party Restricted Subsidiary will be required to disclose, disclose or permit the inspection, examination or making of extracts, inspection or discussion of, any document, information 1004254246v19 or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender (i) that (a) constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender the Lenders (or their respective representatives or contractorsrepresentatives) is prohibited by Requirement of Law or any binding agreement or (ciii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product.

Inspection Rights. Upon reasonable notice, at any time during regular business hours Permit representatives and as often as reasonably requested (but not so as to materially interfere with the business independent contractors of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and 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 Properties ofreasonable expense of the Parent Borrower and at such reasonable times during normal business hours, upon reasonable advance notice to the Borrowers and the Restricted Subsidiaries (Parent Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent Agent, on behalf of the Lenders Lenders, may exercise such visitation rights of the Administrative Agent and inspection rights the Lenders under this Section 6.10 and (y) the Change Healthcare Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. Administrative Agent shall not exercise such rights more often than one time two times during any Fiscal Yearcalendar year and only one (1) such time shall be at the Borrowers’ expense; it being understood provided, further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors), on behalf of the Lenders, may make such additional visits and inspections in each Fiscal Year do any of the foregoing at its own the expense as it reasonably requests) and to discuss the affairs, finances and accounts of the 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 Restricted Subsidiaries Lenders shall give the Parent Borrower the opportunity to participate in any discussions with any of their officers, managers, key employees (subject to such the Parent Borrower’s independent public accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the Administrative Agent or any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this AgreementSection 6.10, none of the Borrowers or the Parent Borrower nor any Restricted Subsidiaries will 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 with any Disqualified Lender that (ai) 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, (bii) 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 (ciii) is subject to attorney-client or similar privilege or constitutes attorney work work-product.

Inspection Rights. Upon Permit representatives of the Administrative Agent and, during the continuance of any Event of Default, of each Lender to visit and inspect any of its properties (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 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 notice, expense of the Borrower and at any time such reasonable times during regular normal business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance written notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, (xi) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and under this Section 6.10, (yii) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Yearcalendar year and (iii) such 110 exercise shall be at the Borrower’s expense; it being understood provided further, that when an Event of Default is continuing the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers and the Restricted Subsidiaries with (or any of their officers, managers, key employees (subject respective representatives) may do any of the foregoing at the expense of the Borrower at any time and from time to such time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants’ customary policies and procedures) and, upon request, furnish promptly . Notwithstanding anything to the Administrative Agentcontrary in this Section 6.10, any Lender or any advisor none of the Administrative Agent or Borrower nor any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party Restricted Subsidiary will be required to disclose, disclose or permit the inspection, examination or making of extracts, inspection or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender (i) that (a) constitutes non-financial trade secrets or non-financial proprietary information, (bii) 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 (ciii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product.

Inspection Rights. Upon At any reasonable noticetime and from time to time as the Administrative Agent, at any time during regular business hours Fronting Bank or any Lender may reasonably request (upon five Business Days’ prior notice delivered to the Borrower and as often as reasonably requested (but not so as to materially interfere with the business no more than once a year, unless an Event of the Borrowers or the Restricted Subsidiaries) Default has occurred and is continuing), permit the Administrative Agent Agent, such Fronting Bank or such Lender or any Lender, agents or any authorized employee, agent or representative thereof, representatives thereof to examine, audit examine and make copies of and abstracts from the records and books of account of, and to visit and inspect the Properties properties of, the Borrowers Borrower and the Restricted Subsidiaries (provided thatany of its Subsidiaries, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers Borrower and the Restricted any of its Subsidiaries with any of their officersrespective officers or directors; provided, managershowever, key employees that (subject x) the Borrower reserves the right to such accountantsrestrict access to any of its Subsidiaries’ customary policies facilities in accordance with reasonably adopted procedures relating to safety and proceduressecurity and (y) and, upon request, furnish promptly neither Borrower nor any of its Subsidiaries shall be required to disclose to the Administrative Agent, any Fronting Bank or any Lender or any advisor agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that the Borrower agrees to use commercially reasonable efforts to obtain any required third-party consent to such disclosure, subject to 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 the 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 the Borrower or FE to its security holders or otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or in the normal course of the Administrative Agent Agent’s, such Fronting Bank’s or any Lender true copies of all financial information such Lender’s 72 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 to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent 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 any binding agreement or (c) is subject to attorney-client or similar privilege or constitutes attorney work productincluding, without limitation, attorneys and accountants).

Inspection Rights. Upon At any reasonable noticetime and from time to time as the Administrative Agent, at the Fronting Bank or any time during regular business hours and as often as Lender may reasonably requested (but not so as to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) request, permit the Administrative Agent Agent, the Fronting Bank or such Lender or any Lender, agents or any authorized employee, agent or representative thereof, representatives thereof to examine, audit examine and make copies of and abstracts from the records and books of account of, and to visit and inspect the Properties properties of, the Borrowers Borrower and the Restricted Subsidiaries (provided thatany of its Subsidiaries, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers Borrower and the Restricted any of its Subsidiaries with any of their officersrespective officers or directors; provided, managershowever, key employees (subject that the Borrower reserves the right to such accountantsrestrict access to any of its Subsidiaries’ customary policies generating facilities in accordance with reasonably adopted procedures relating to safety and procedures) andsecurity. The Administrative Agent, upon request, furnish promptly the Fronting Bank and each Lender agree to use reasonable efforts to ensure that any information concerning the Borrower or any of its Subsidiaries obtained by the Administrative Agent, any the Fronting Bank or such Lender pursuant to this subsection (d) or any advisor subsection (g) that is not contained in a report or other document filed with the SEC, distributed by the Borrower 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 Agent’s, the Fronting Bank’s or any Lender true copies of all financial information such Lender’s business operations be treated confidentially by the Administrative Agent, the Fronting Bank or such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent, the Fronting Bank or such Lender, as the case may be, to any Person, other than the board of directors Administrative Agent’s, the Fronting Bank’s or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclosesuch Lender’s employees, permit the inspectionauthorized agents or representatives (including, examination or making of extractswithout limitation, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contractattorneys and accountants). Notwithstanding anything herein to the contrary in contrary, any party to this AgreementAgreement (and any employee, none representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Borrowers or the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, transactions contemplated hereunder and all materials of any document, information kind (including opinions or other matter with tax analyses) that are provided to it relating to such tax treatment and tax structure. However, no party shall disclose any Disqualified Lender that (a) constitutes non-financial trade secrets information relating to such tax treatment or non-financial proprietary information, (b) in respect of which disclosure tax structure to the Administrative Agent or any Lender (or their respective representatives or contractors) extent nondisclosure is prohibited by Law or any binding agreement or (c) is subject necessary in order to attorney-client or similar privilege or constitutes attorney work productcomply with applicable securities laws.

Inspection Rights. Upon At any reasonable noticetime and from time to time as the Administrative Agent or any Lender may reasonably request (upon five Business Days’ prior notice delivered to the Borrower and no more than once a year, at any time during regular business hours unless an Event of Default has occurred and as often as reasonably requested (but not so as to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) is continuing), permit the Administrative Agent or any Lender, such Lender or any authorized employee, agent agents or representative thereof, representatives thereof to examine, audit examine and make copies of and abstracts from the records and books of account of, and to visit and inspect the Properties properties of, the Borrowers Borrower and the Restricted Subsidiaries (provided thatany of its Subsidiaries, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers Borrower and the Restricted any of its Subsidiaries with any of their officersrespective officers or directors; provided, managershowever, key employees that (subject x) the Borrower reserves the right to such accountantsrestrict access to any of its Subsidiaries’ customary policies facilities in accordance with reasonably adopted procedures relating to safety and proceduressecurity and (y) and, upon request, furnish promptly to neither the Administrative Agent, Borrower nor any Lender or any advisor of the Administrative Agent or any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will its Subsidiaries shall be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure disclose to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement agents or (c) representatives thereof any information that is the subject to of attorney-client or similar privilege or constitutes attorney work productwork-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that the Borrower agrees to use commercially reasonable efforts to obtain any required third-party consent to such disclosure, subject to customary nondisclosure restrictions applicable to the Administrative Agent or the Lenders, as applicable). The Administrative Agent and each Lender agree to use reasonable efforts to ensure that any information concerning the Borrower or any of its Subsidiaries obtained by the Administrative Agent or such Lender pursuant to this subsection (d) or subsection (g) that is not contained in a report or other document filed with the SEC, distributed by the Borrower 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 or such Lender’s business operations be treated confidentially by the Administrative Agent or such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent or such Lender, as the case may be, to any Person, other than the Administrative Agent’s or such Lender’s employees, authorized agents or representatives (including, without limitation, attorneys and accountants).

Inspection Rights. Upon At any reasonable noticetime and from time to time as the Administrative Agent, at any time during regular business hours Fronting Bank or any Lender may reasonably request (upon five Business Days’ prior notice delivered to the applicable Borrower and as often as reasonably requested (but not so as to materially interfere with the business no more than once a year, unless an Event of the Borrowers or the Restricted Subsidiaries) Default has occurred and is continuing), permit the Administrative Agent Agent, such Fronting Bank or such Lender or any Lender, agents or any authorized employee, agent or representative thereof, representatives thereof to examine, audit examine and make copies of and abstracts from the records and books of account of, and to visit and inspect the Properties properties of, the Borrowers such 753190870 Borrower and the Restricted Subsidiaries (provided thatany of its Subsidiaries, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers such Borrower and the Restricted any of its Subsidiaries with any of their officersrespective officers or directors; provided, managershowever, key employees that (subject x) such Borrower reserves the right to such accountantsrestrict access to any of its Subsidiaries’ customary policies facilities in accordance with reasonably adopted procedures relating to safety and proceduressecurity and (y) and, upon request, furnish promptly neither Borrower nor any of its Subsidiaries shall be required to disclose to the Administrative Agent, any Fronting Bank or any Lender or any advisor agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that 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 Agent’s, such Fronting Bank’s or any Lender true copies of all financial information 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 to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent 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 any binding agreement or (c) is subject to attorney-client or similar privilege or constitutes attorney work productincluding, without limitation, attorneys and accountants).

Inspection Rights. Upon reasonable noticeThe Borrower shall, and shall cause each Permitted Subsidiary to, at any reasonable time during regular normal business hours and as often as reasonably requested (but not so as upon reasonable prior written notice, from time to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) time permit the Administrative Lenders, the Agent or any Lender, or any authorized employee, agent or representative thereofthereof to (i) visit and inspect the properties of the Borrower and each Permitted Subsidiary and discuss the affairs, finances, assets and accounts of the Borrower and each Permitted Subsidiary with any of the officers, directors or other representatives of the Borrower or any Permitted Subsidiary and (ii) discuss the affairs, finances, assets and accounts of the Borrower with its independent certified public accountants (provided that the Agent and the Lenders shall give the Borrower reasonable prior notice and the opportunity to examineparticipate in any discussions with Xxxxxxxx’s independent accountants or any other non-employees), audit and to examine and make copies of and abstracts from the their records and books of account ofaccount, all at the expense of the Borrower; provided, however, that (1) unless an Event of Default is in existence, the Borrower shall have no obligation to pay for inspections conducted under this paragraph (g) in excess of twice per calendar year, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (provided that, excluding any such visits and inspections 2) during the continuation existence of an Event of Default, (x) only the Administrative Lenders, the Agent on behalf or any agent or representative thereof may do any of the Lenders may exercise such visitation and inspection rights and (y) foregoing at the Administrative Agent shall not exercise such rights more often than one expense of the Borrower at any time during any Fiscal Year; it being understood that normal business hours and without advance notice. In addition, upon request of the Administrative Agent or the Lenders, the Borrower will conduct a meeting (which may make such additional visits be held telephonically) with the Agent and inspections in each Fiscal Year the Lenders at its own expense as it a time and place to be reasonably requests) and agreed to discuss the affairs, finances most recently reported financial results and accounts the financial condition of the Borrowers Borrower and its Permitted Subsidiaries and any other matters reasonably requested to be discussed by the Agent or the Lenders, at which meeting there shall be present a responsible financial officer and such other officers of the Borrower and the Restricted Permitted Subsidiaries with any of their officers, managers, key employees (subject as may be reasonably requested to such accountants’ customary policies and procedures) and, upon request, furnish promptly to attend by the Administrative Agent, any Lender or any advisor of the Administrative Agent or any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) 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 (c) is subject to attorney-client or similar privilege or constitutes attorney work productLenders.

Inspection Rights. Upon Permit representatives of the Administrative Agent and, during the continuance of any Event of Default, of each Lender to visit and inspect any of its properties (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 notice, expense of the Borrower and at any time such reasonable times during regular normal business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance written notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, (xi) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and under this Section 6.10, (yii) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Yearcalendar year and (iii) such exercise shall be at the Borrower’s expense; it being understood provided further, that when an Event of Default is continuing the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers and the Restricted Subsidiaries with (or any of their officers, managers, key employees (subject respective representatives) may do any of the foregoing at the expense of the Borrower at any time and from time to such 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 Holdings’ accountants’ customary policies and procedures) and, upon request, furnish promptly . Notwithstanding anything to the Administrative Agentcontrary in this Section 6.10, any Lender or any advisor none of the Administrative Agent or Borrower nor any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party Restricted Subsidiary will be required to disclose, disclose or permit the inspection, examination or making of extracts, inspection or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender (i) that (a) constitutes non-financial trade secrets or non-financial proprietary information, (bii) 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 (ciii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product.

Inspection Rights. Upon reasonable notice, at At any time during regular business hours and as often as reasonably requested (but not so as to materially interfere with the business of the Borrowers Borrower or the Restricted any of its Subsidiaries) and, if no Event of Default has occurred and is continuing, upon reasonable notice, permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, (a) to examine, audit and make copies and abstracts from the records and books of account of, and (b) to visit visit, and inspect the Properties of, the Borrowers Borrower and the Restricted Subsidiaries (provided that, excluding any such visits and inspections during the continuation of an Event of Defaultits Subsidiaries, (xc) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers Borrower and the Restricted its Subsidiaries with any of their officers, managers, key employees or accountants or with any relevant taxing authority (subject and Borrower shall promptly execute and deliver to the Administrative Agent any waivers of confidentiality required to permit such accountants’ customary policies discussions), and procedures(d) in the case of the Administrative Agent, to discuss the accounts of Borrower and its Subsidiaries with vendors upon the occurrence and during the continuance of an Event of Default, and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the Administrative Agent or any Lender true tree copies of all financial information made available to the board senior management of directors Borrower or audit committee any of its Subsidiaries. Audits of Borrower's books and records and of the board of directors of the Company; provided that no Company Party will Collateral shall be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited conducted by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or its employees, agents or representatives twice per year, or more frequently if reasonably requested by the Requisite Lenders. The Administrative Agent may, at any Lender (time, either orally or their respective representatives or contractors) in writing, request confirmation from any account debtor, of the current amount and status of the accounts receivable upon which such account debtor is prohibited by Law or any binding agreement or (c) is subject obligated to attorney-client or similar privilege or constitutes attorney work productBorrower.

Inspection Rights. Upon Subject to Section 11.07, permit representatives of the Administrative Agent and each Lender (which shall be 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, and to discuss its affairs, finances and accounts with its directors, senior officers, and independent public accountants (and the Loan Parties shall be afforded the opportunity to participate in any discussions with such directors, senior officers, and independent public accountants), at such reasonable noticetimes during normal business hours but not more frequently than once each fiscal year, upon reasonable advance notice to the Borrower; provided that (a) absent an Event of Default the Administrative Agent and the Lenders shall be responsible for the expenses related thereto, (b) during the existence of an Event of Default the Administrative Agent (or any of its representatives) may do any of the foregoing at the expense of the Borrower at any time during regular normal business hours and as often as may be reasonably requested desired and (but not so as c) notwithstanding anything to materially interfere with the business contrary in this Section 7.10, none of the Borrowers Loan Parties or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted their Subsidiaries (provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the Administrative Agent or any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any documentdocuments, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (bi) in respect of which disclosure to the Administrative Agent (or, as applicable, any Lender or any of their respective designated representatives) is then prohibited by law, rule or regulation or any agreement binding on any Loan Party or any of its Subsidiaries, as long as such agreement was not entered into in contemplation of or in connection with such inspection or (ii) in any Loan Party’s or Subsidiary's reasonable judgment, would compromise, or likely cause any Loan Party or Subsidiary to lose the benefit of protection in respect of, any attorney-client privilege, privilege afforded to attorney work product or similar privilege; provided that, upon any reasonable request of the Administrative Agent, such Loan Party or Subsidiary shall make available redacted versions of requested documents or, if unable to do so consistent with the preservation of such privilege, shall use commercially reasonable efforts to disclose information responsive to the requests of the Administrative Agent, any Lender (or any of their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) is subject pursuant to attorney-client or similar privilege or constitutes attorney work productthis Section 7.10, in a manner that will protect such privilege.

Inspection Rights. Upon At any reasonable noticetime and from time to time as the Administrative Agent, at any time during regular business hours Fronting Bank or any Lender may reasonably request (upon five Business Days’ prior notice delivered to the Borrower and as often as reasonably requested (but not so as to materially interfere with the business no more than once a year, unless an Event of the Borrowers or the Restricted Subsidiaries) Default has occurred and is continuing), permit the Administrative Agent Agent, such Fronting Bank or such Lender or any Lender, agents or any authorized employee, agent or representative thereof, representatives thereof to examine, audit examine and make copies of and abstracts from the records and books of account of, and to visit and inspect the Properties properties of, the Borrowers Borrower and the Restricted Subsidiaries (provided thatany of its Subsidiaries, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers Borrower and the Restricted any of its Subsidiaries with any of their officersrespective officers or directors; provided, managershowever, key employees that (subject x) the Borrower reserves the right to such accountantsrestrict access to any of its Subsidiaries’ customary policies facilities in accordance with reasonably adopted procedures relating to safety and proceduressecurity and (y) and, upon request, furnish promptly neither Borrower nor any of its Subsidiaries shall be required to disclose to the Administrative Agent, any Fronting Bank or any Lender or any advisor agents or representatives thereof any information that is 67 753190981 the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that the Borrower agrees to use commercially reasonable efforts to obtain any required third-party consent to such disclosure, subject to 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 the 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 the Borrower or FE to its security holders or otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or in the normal course of the Administrative Agent Agent’s, such Fronting Bank’s or any Lender true copies of all financial information 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 to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent 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 any binding agreement or (c) is subject to attorney-client or similar privilege or constitutes attorney work productincluding, without limitation, attorneys and accountants).

Inspection Rights. Upon 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 (so long as a representative of the Borrower is provided a reasonable noticeopportunity to participate in any such discussion), all at any time the expense of the Borrower (provided that, unless an Event of Default has occurred and is continuing, only one such visit per fiscal year shall be at the Borrower’s expense) and at such reasonable times during regular normal business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any LenderBorrower; provided, or any authorized employeehowever, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (provided that, excluding any such visits and inspections during the continuation of that when an Event of DefaultDefault exists and is continuing, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the Administrative Agent or any Lender true copies (or any of all financial information made available their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice. Notwithstanding anything to the board of directors contrary contained herein or audit committee any other provision of the board Loan Documents, no Loan Party nor any of directors of the Company; provided that no Company Party its Subsidiaries will be required to disclose, disclose or permit the inspection, examination or making inspection of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (bi) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by any Applicable Law or any binding agreement with a third party (so long as such agreement is not entered into in contemplation of this Agreement) (it being understood and agreed that in the case of any prohibition under any binding agreement, the Borrower shall use commercially reasonable efforts to obtain any waivers necessary to enable the disclosure, inspection, examination, or discussion of such document, information or other matter), (cii) that is subject to attorney-client or similar privilege privilege, which would reasonably be expected to be lost or forfeited if disclosed to the Administrative Agent or any Lender (it being understood and agreed that the Borrower shall notify the Administrative Agent as to the scope of the information that is not being provided because of such attorney-client or similar privilege) or (iii) constitutes attorney work producttrade secrets or proprietary information which would reasonably be expected to be lost or forfeited if disclosed to the Administrative Agent or any Lender.

Inspection Rights. Upon reasonable noticeExcept to the extent prohibited by applicable laws and regulations, at any time during regular business hours agreements with third parties prohibiting the disclosure thereof and as often as reasonably requested (but not so as to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (provided that, excluding any such visits information subject to any legal privilege, Borrower shall permit Lender and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation Lender’s Representatives after signing a confidentiality and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections nondisclosure agreement satisfactory to Borrower in each Fiscal Year at its own expense as it reasonably requests) and sole discretion to discuss the affairs, finances and accounts of the Borrowers Borrower with, and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly be advised as to the Administrative Agentsame by, any officers requested by Lender, including Borrower’s Chief Executive Officer and Chief Financial Officer, other employees and independent public accountants (and by this provision Borrower hereby authorizes such accountants to discuss with Lender or any advisor the finances and affairs of Borrower) at such reasonable times and reasonable intervals as Borrower may specify; provided, however, that this right shall not be exercised more than once per calendar quarter and only with five Business Days’ prior written notice so long as: (a) the Bank shall be “well capitalized” in accordance with the rules and regulations of its primary federal regulator and (b) no Event of Default shall have occurred and be continuing, and provided, further, that Lender agrees to maintain the confidentiality of all information regarding Borrower obtained as a result of the Administrative Agent exercise of this right and through any other means, except for disclosure to Lender’s Representatives or any Lender true copies of all financial information made available to the board of directors as required otherwise by law or audit committee of the board of directors of the Company; provided that no Company Party will regulation, and Borrower shall not be required to disclose, permit make available to Lender any customer lists or other proprietary information unless such information is required by Lender to determine the inspection, financial condition of Borrower or to determine the ability of either to meet its obligations hereunder and does not violate applicable laws and regulations and agreements with third parties prohibiting the disclosure thereof and excluding any confidential regulatory examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) 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 (c) is subject to attorney-client or similar privilege or constitutes attorney work productany legal privilege. Subject to restrictions in the foregoing sentence, Borrower shall provide promptly to Lender other information concerning the business, operations, financial condition and regulatory status of Borrower and its Subsidiaries as Lender may from time to time reasonably request.

Inspection Rights. Upon At any reasonable noticetime and from time to time as the Administrative Agent, at any time during regular business hours Fronting Bank or any Lender may reasonably request (upon five Business Days’ prior notice delivered to the Borrower and as often as reasonably requested (but not so as to materially interfere with the business no more than once a year, unless an Event of the Borrowers or the Restricted Subsidiaries) Default has occurred and is continuing), permit the Administrative Agent Agent, such Fronting Bank or such Lender or any Lender, agents or any authorized employee, agent or representative thereof, representatives thereof to examine, audit examine and make copies of and abstracts from the records and books of account of, and to visit and inspect the Properties properties of, the Borrowers Borrower and the Restricted Subsidiaries (provided thatany of its Subsidiaries, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers Borrower and the Restricted any of its Subsidiaries with any of their officersrespective officers or directors; provided, managershowever, key employees that (subject x) the Borrower reserves the right to such accountantsrestrict access to any of its Subsidiaries’ customary policies facilities in accordance with reasonably adopted procedures relating to safety and proceduressecurity and (y) and, upon request, furnish promptly neither Borrower nor any of its Subsidiaries shall be required to disclose to the Administrative Agent, any Fronting Bank or any Lender or any advisor agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege properly asserted by 71 the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that the Borrower agrees to use commercially reasonable efforts to obtain any required third-party consent to such disclosure, subject to 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 the 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 the Borrower or FE to its security holders or otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or in the normal course of the Administrative Agent Agent’s, such Fronting Bank’s or any Lender true copies of all financial information 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 to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent 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 any binding agreement or (c) is subject to attorney-client or similar privilege or constitutes attorney work productincluding, without limitation, attorneys and accountants).

Inspection Rights. Upon reasonable notice, at any time during regular business hours and as often as reasonably requested (but not so as to materially interfere with the business of the Borrowers or the Restricted Subsidiariesa) permit Permit the Administrative Agent or (and any Lender, or at the expense of any authorized employeesuch Lender), agent or representative thereof, subject to examine, audit and make copies and abstracts from the records and books of account ofreasonable advance notice to, and reasonable coordination with, the Borrower and during normal business hours, to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf properties of the Lenders may exercise such visitation and inspection rights and (y) Loan Parties, at the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own Borrower’s expense as it reasonably requestsprovided in clause (b) below, inspect, audit and to make extracts from the Loan Parties’ corporate, financial or operating records, and discuss the affairs, finances and accounts of the Borrowers and the Restricted Subsidiaries with any of their its officers, managersemployees, key employees agents, advisors and independent accountants (subject to such accountants’ customary policies and procedures) andthe Loan Parties’ business, upon requestfinancial condition, furnish promptly assets and results of operations (it being understood that a representative of the Borrower is allowed to be present in any discussions with officers, employees, agent, advisors and independent accountants); provided that the Administrative Agent shall only be permitted to conduct twoone field examinationsexamination and twoone inventory appraisalsappraisal (in each case, exclusive of any field examination or appraisal initiated during an Increased ReportingInspection Rights Period or during the existence and continuance of an Event of Default) with respect to any Collateral comprising the Borrowing Base per 12-month period; provided, further, that during any Increased ReportingInspection Rights Period, one additional field examination and one additional inventory appraisal of Revolver Priority Collateral will be permitted to be commenced in such 12-month period (and once commenced may be completed regardless of whether such Increased Inspection Rights Period shall terminate), except that during the existence and continuance of an Event of Default, there shall be no limit on the number of additional field examinations and inventory appraisals of Revolver Priority Collateral that shall be permitted at the Administrative Agent’s request. No such inspection or visit shall unduly interfere with the business or operations of the Loan Parties, nor result in any Lender damage to the property or any advisor of other Collateral. Neither the Administrative Agent or nor any Lender true copies of all financial information made available shall have any duty to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required Borrower to disclose, permit the make any inspection, examination or making nor to share any results of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted Subsidiaries will be required to disclose, permit the inspection, examination appraisal or making copies or abstracts ofreport with the Borrower. The Borrower acknowledges that all inspections, or discussion of, any document, information or other matter with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to appraisals and reports are prepared by the Administrative Agent or any Lender (or and Lenders for their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) is subject purposes, and the Borrower shall not be entitled to attorney-client or similar privilege or constitutes attorney work productrely upon them. hem.

Inspection Rights. Upon reasonable notice, at Permit any time during regular business hours and as often as reasonably requested (but not so as to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit representative designated by the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, 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, all at such reasonable times during normal business hours and, subject to the Properties oflimitation below, as often as may be reasonably desired, upon reasonable advance notice to the Borrowers and the Restricted Subsidiaries (Borrower; provided that, excluding any such visits and inspections during the continuation of when an Event of DefaultDefault exists, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights of the Administrative Agent and the Lenders under this Section 6.10 (yand 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 one time two times during any Fiscal Yearcalendar year absent the existence of an Event of Default and only one such time shall be at the Borrower's expense; it being understood provided further that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests(a) and to discuss the affairswhen an Event of Default exists, finances and accounts of the Borrowers and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the Administrative Agent or any Lender true copies (or any of all financial information made available their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice and (b) so long as no Event of Default exists, advance notice of any discussion with such independent public accountant shall be given to the board of directors or audit committee of Borrower and the board of directors of Borrower shall have the Company; provided that no Company Party will opportunity to be required to disclose, permit the inspection, examination or making of extracts, or discussion of, present at any document, information or other matter in respect of which disclosure is then prohibited by law or contractsuch discussion. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers Borrower or the Restricted 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 with any Disqualified Lender that (a) that 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 Subsidiaries, (b) 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 binding, arm's-length agreement with a third party or (c) is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection Rights. Upon reasonable advance written notice, permit representatives and independent contractors of the Administrative Agent or another Person representing the Required Lenders to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom (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 or such Person; provided that, with respect to such confidentiality restrictions affecting the Borrower or any of its Subsidiaries, a Responsible Officer of the Borrower is made available to the Administrative Agent or such Person 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 the business, finances and accounts with its officers and independent public accountants at any time such reasonable times during regular normal business hours and as often as may be reasonably requested desired, provided that the Administrative Agent and the Person representing the Required Lenders shall give the Borrower reasonable advance written notice prior to any contact with such accountants and give the Borrower the opportunity to participate in such discussions, provided further that the costs of one such visit per calendar year (but not so as to materially interfere with the business or an unlimited amount if an Event of the Borrowers or the Restricted SubsidiariesDefault has occurred and is continuing) permit for the Administrative Agent or any Lendersuch Person and their representatives as a group shall be the responsibility of the Borrower and, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (provided that, excluding any such visits and inspections during the continuation of absent an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, the Required Lenders and their representatives as a group shall visit no more often than twice in any Lender or any advisor twelve month period. Notwithstanding the foregoing, Mine visits are only permitted if the representatives and independent contractors of the Administrative Agent or the Required Lenders agree to be bound by and adhere to all Requirements of Law and any Lender true copies of all financial information made available to the board of directors or audit committee policy of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) 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 (c) is subject to attorney-client or similar privilege or constitutes attorney work productBorrower.

Inspection Rights. Upon 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, and to discuss its affairs, finances and accounts with its executive officers and independent public accountants (provided that the Borrower shall be permitted to attend any such discussions with such accountants) and, if a Potential Default exists, to examine its books of records and account and make copies thereof or abstracts therefrom, all at such reasonable notice, at any time times during regular normal business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any LenderBorrower; provided, or any authorized employeehowever, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (provided that, excluding any such visits and inspections during the continuation of that unless an Event of DefaultDefault has occurred and is continuing, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent Borrower shall not exercise such rights be required to permit more often than one time such visit, inspection or examination during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits calendar year. All costs and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of expenses incurred by the Administrative Agent or any Lender true copies 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 time such costs and/or expenses are incurred, in which case all financial information made available such costs and expenses shall be paid by the Borrower. Subject to the board proviso above, in the event any Lender desires to visit and inspect the Borrower or any of directors its Subsidiaries, such Lender shall make a reasonable effort to conduct such visit and inspection contemporaneously with any visit and inspection to be performed by the Administrative Agent or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contractanother Lender. Notwithstanding anything to the contrary in this AgreementSection 8.1(j), none neither the Borrower nor any of the Borrowers or the Restricted 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 with any Disqualified Lender that (ai) constitutes non-financial trade secrets or non-financial proprietary information, (bii) 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 any binding agreement or (ciii) is subject to attorney-client or similar privilege or constitutes attorney work product.. (k)

Inspection Rights. Upon At any reasonable noticetime and from time to time as the Administrative Agent, at any time during regular business hours Fronting Bank or any Lender may reasonably request (upon five Business Days’ prior notice delivered to the Borrower and as often as reasonably requested (but not so as to materially interfere with the business no more than once a year, unless an Event of the Borrowers or the Restricted Subsidiaries) Default has occurred and is continuing), permit the Administrative Agent Agent, such Fronting Bank or such Lender or any Lender, agents or any authorized employee, agent or representative thereof, representatives thereof to examine, audit examine and make copies of and abstracts from the records and books of account of, and to visit and inspect the Properties properties of, the Borrowers Borrower and the Restricted Subsidiaries (provided thatany of its Subsidiaries, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers Borrower and the Restricted any of its Subsidiaries with any of their officersrespective officers or directors; provided, managershowever, key employees that (subject x) the Borrower reserves the right to such accountantsrestrict access to any of its Subsidiaries’ customary policies facilities in accordance with reasonably adopted procedures relating to safety and proceduressecurity and (y) and, upon request, furnish promptly neither Borrower nor any of its Subsidiaries shall be required to disclose to the Administrative Agent, any Fronting Bank or any Lender or any advisor agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that the Borrower agrees to use commercially reasonable efforts to obtain any required third-party consent to such disclosure, subject to 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 the 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 the Borrower or FE to its security holders or otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or in the normal course of the Administrative Agent Agent’s, such Fronting Bank’s or any Lender true copies of all financial information 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 to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent 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 any binding agreement or (c) is subject to attorney-client or similar privilege or constitutes attorney work productincluding, without limitation, attorneys and accountants).

Inspection Rights. Upon reasonable noticeThe Administrative Agent shall have the right to designate a Third Party independent public accounting firm (the “the Purchasers Representative”) to visit the Company and its Subsidiaries’ offices and properties where the Company and its Subsidiaries keep and maintain their books and records relating or pertaining to the Included Product Revenues, at the Ex-U.S. Royalties, the Assigned Interests and the Revenue Interest Payments and Ex-U.S. Royalty Payments payable hereunder for purposes of conducting an audit of such books and records, and to inspect and audit such books and records. Any such audit or inspection must (i) be limited to the three-year period during which the Company is required to maintain such records, (ii) not be exercised more than once in any time calendar year, (iii) during regular normal business hours hours, and as often as reasonably requested (but not so as to materially interfere with the business of the Borrowers or the Restricted Subsidiariesiv) permit following seven (7) Business Days’ prior written notice given by the Administrative Agent or to the Company. In connection with any Lendersuch audit, or any authorized employee, agent or representative thereof, the Company will provide the Purchasers Representative reasonable access to examine, audit such books and make copies and abstracts from records maintained by the records and books of account ofCompany, and to visit and inspect shall permit the Properties of, the Borrowers and the Restricted Subsidiaries (provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and Purchasers Representative to discuss the affairsbusiness, finances operations, properties and accounts financial and other condition of the Borrowers Company or any of its Subsidiaries including, but not limited to, matters relating or pertaining to the Included Product Revenues, the Assigned Interests and the Restricted Subsidiaries Revenue Interest Payments payable hereunder with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor officers of the Administrative Agent or any Lender true copies of Company and with the Company’s independent certified public accountants, in all financial information made available cases solely to verify the board of directors or audit committee accuracy of the board of directors Quarterly Reports provided under Section 5.01(f) and related payments due under this Agreement. Without limiting the foregoing, prior to any audit under this Section, the Purchasers Representative shall enter into a written confidentiality agreement with the Company that (A) limits the use of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything ’s records to the contrary verification purpose described in this Agreement, none of Section; (B) limits the Borrowers or information that the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure Purchasers Representative may disclose to the Administrative Agent or to information required for the Administrative Agent to understand the payments due and paid and any Lender discrepancies; and (or their respective representatives or contractorsC) is prohibited by Law or prohibits the disclosure of any binding agreement or (c) is information contained in such records to any other Third Party for any purpose. The Parties agree that all information subject to attorney-client review under this Section 5.01(d) or similar privilege or constitutes attorney work productprovided by the Purchasers Representative to the Company is the Company’s Confidential Information, and neither the Administrative Agent nor the Purchasers shall use any such information for any purpose that is not germane to this Section 5.01(d).

Inspection Rights. Upon reasonable notice, at any time during regular business hours and as often as reasonably requested (but not so as to materially interfere with the business of the Borrowers or the Restricted Subsidiariesa) permit Permit the Administrative Agent or (and any Lender, or at the expense of any authorized employeesuch Lender), agent or representative thereof, subject to examine, audit and make copies and abstracts from the records and books of account ofreasonable advance notice to, and reasonable coordination with, the Borrower and during normal business hours, to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf properties of the Lenders may exercise such visitation and inspection rights and (y) Loan Parties, at the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own Borrower’s expense as it reasonably requestsprovided in clause (b) below, inspect, audit and to make extracts from the Loan Parties’ corporate, financial or operating records, and discuss the affairs, finances and accounts of the Borrowers and the Restricted Subsidiaries with any of their its officers, managersemployees, key employees agents, advisors and independent accountants (subject to such accountants’ customary policies and procedures) andthe Loan Parties’ business, upon requestfinancial condition, furnish promptly assets and results of operations (it being understood that a representative of the Borrower is allowed to be present in any discussions with officers, employees, agent, advisors and independent accountants); provided that the Administrative Agent shall only be permitted to conduct two field examinations and two inventory appraisals (in each case, exclusive of any field examination or appraisal initiated during an Increased Reporting Period or during the existence and continuance of an Event of Default) with respect to any Collateral comprising the Borrowing Base per 12-month period; provided, further, that during any Increased Reporting Period, one additional field examination and one additional inventory appraisal of Revolver Priority Collateral will be permitted in such 12-month period, except that during the existence and continuance of an Event of Default, there shall be no limit on the number of additional field examinations and inventory appraisals of Revolver Priority Collateral that shall be permitted at the Administrative Agent’s request. No such inspection or visit shall unduly interfere with the business or operations of the Loan Parties, nor result in any Lender damage to the property or any advisor of other Collateral. Neither the Administrative Agent or nor any Lender true copies of all financial information made available shall have any duty to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required Borrower to disclose, permit the make any inspection, examination or making nor to share any results of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted Subsidiaries will be required to disclose, permit the inspection, examination appraisal or making copies or abstracts ofreport with the Borrower. The Borrower acknowledges that all inspections, or discussion of, any document, information or other matter with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to appraisals and reports are prepared by the Administrative Agent or any Lender (or and Lenders for their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) is subject purposes, and the Borrower shall not be entitled to attorney-client or similar privilege or constitutes attorney work productrely upon them.

Inspection Rights. Upon Section 6.10 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 notice, expense of the Borrower and at any time such reasonable times during regular normal business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) that only the Administrative Agent on behalf of the Lenders may exercise such visitation rights of the Administrative Agent and inspection rights the Lenders under this Section 6.10 and (y) the Administrative Agent shall not exercise such rights more often than one time two (2) times during any Fiscal Yearcalendar year and only one (1) such time shall be at the Borrower’s expense; it being understood provided, further, that during the continuation of an Event of Default, the Administrative Agent may make such additional visits and inspections in each Fiscal Year at (or any of its own expense as it reasonably requests) and to discuss the affairsrespective representatives or independent contractors), finances and accounts on behalf of the Borrowers and the Restricted Subsidiaries with Lenders, may do any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent or shall give the Borrower the opportunity to participate in any Lender true copies of all financial information made available to discussions with the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contractBorrower’s independent public accountants. Notwithstanding anything to the contrary in this AgreementSection 6.10, none of the Borrowers Borrower or any of the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) 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 (c) is subject to attorney-client or similar privilege or constitutes attorney work product.. Additional

Inspection Rights. Upon reasonable noticePermit the Lenders through the Administrative Agent, at any time during regular business hours and as often as reasonably requested (but not so as to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lenderrepresentative designated by the Administrative Agent, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect any of the Properties of, properties of the Borrowers and the Restricted Loan Parties or any of their respective Subsidiaries (provided thatsubject to the rights of any tenants), excluding any such visits and inspections during to examine the continuation books of an Event of Default, (x) only the Administrative Agent on behalf account of the Lenders may exercise such visitation Loan Parties and inspection rights their respective Subsidiaries relating to their businesses (and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may to make such additional visits copies thereof and inspections in each Fiscal Year at its own expense as it reasonably requestsextracts therefrom) and to discuss the affairs, finances and accounts of the Borrowers Loan Parties and their respective Subsidiaries with their Responsible Officers, all at such reasonable times (during normal business hours) and intervals as the Administrative Agent may reasonably request upon not less than four (4) Business Days’ notice; provided, however, that inspections shall be limited to once per year unless an Event of Default shall have occurred and be continuing. The Administrative Agent and the Restricted Subsidiaries Lenders shall use good faith efforts to coordinate such visits and inspections so as to minimize the interference with and disruption to the Loan Parties’ or such Subsidiaries’ normal business operations. Notwithstanding anything to the contrary in this Section 7.10, no Loan Party nor any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the Administrative Agent or any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party Subsidiaries will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (bi) in respect of which disclosure to the Administrative Agent (or its designated representative) or any Lender (or their respective representatives or contractors) is then prohibited by Law law or any agreement binding agreement on any Loan Party or any of its Subsidiaries or (cii) that is subject to attorney-client attorney -client or similar privilege or constitutes attorney work product. Each such visit and inspection shall be at the visitor’s cost unless made during the continuance of an Event of Default, in which case all such costs shall be at the expense of the BorrowerBorrowers .

Inspection Rights. Upon 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 noticeand customary policies and procedures), all at any time the reasonable expense of the Borrower and at such reasonable times during regular normal business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any LenderBorrower; provided, or any authorized employeehowever, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (provided that, that excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of and the Lenders may exercise such visitation shall coordinate with one another regarding any visits under this Section and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one (1) time during any Fiscal Year; 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 may make and that during the continuation of an Event of Default such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of may be conducted by the Administrative Agent or any Lender true copies of all financial information made available at any time during normal business hours and without prior notice and without regard to any limitation as to the board number of directors or audit committee of such visits and inspections in any calendar year). So long as at such time no Default exists, the board of directors of Administrative Agent and the Company; provided that no Company Party will be required Lenders shall give the Borrower the opportunity to disclose, permit participate in any discussions with the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contractBorrower’s independent public accountants. Notwithstanding anything to the contrary in this AgreementSection, none of neither the Borrowers or the Borrower nor any Restricted Subsidiaries Subsidiary 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) 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 agreement contract that is not entered into in contemplation of any such inspection or disclosure or (cb) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection Rights. Upon Permit representatives and independent contractors of the Administrative Agent and each Lender (in the case of a Lender, 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, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject, in the case of such accountants, to the Borrower having a reasonable noticeopportunity to be present during, or otherwise participate in, such discussions), all at any time the expense of the Borrower and at such reasonable times during regular normal business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance notice to materially interfere with the business of Borrower; provided, however, that in the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (provided that, excluding any such visits and inspections during the continuation absence of an Event of Default, (x) only the Borrower will not be required to reimburse the expense of more than one such visit for the Administrative Agent on behalf of and the Lenders may exercise (or any of their respective representatives or independent contractors) collectively in a year; provided, further, that the Borrower and its Restricted Subsidiaries shall not be required to permit more than two such visitation visits and inspection rights and (y) inspections during any calendar year in the aggregate for the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; and all Lenders (it being understood that there shall be no limit on the Administrative Agent may make such additional number of visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts during an Event of the Borrowers and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the Administrative Agent or any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contractDefault). Notwithstanding anything herein to the contrary in this Agreementcontrary, none of the Borrowers or the Borrower nor any of its Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or independent contractors) is prohibited by Law any applicable legal requirement or any binding agreement or (c) is subject to attorney-client or similar privilege or constitutes attorney work product; provided that in the event that the Borrower or its Restricted Subsidiaries does not provide any information requested in connection with an examination or a discussion permitted under this Section 6.10 in reliance on the preceding clause (b) or (c) due to confidentiality or waiver concerns, such Person shall, unless doing so is itself prohibited by any applicable legal requirement or binding agreement or would cause a waiver of attorney-client or similar privilege or attorney work product protection, provide notice to the Administrative Agent that such information is being withheld and shall use its 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. Upon Permit representatives of the Administrative Agent and of each Lender to visit and inspect any of its properties (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 to which the Borrower or a Restricted Subsidiary is bound), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom (other than the records of the Board of Directors of such Loan Party or such Restricted Subsidiary) and to discuss its affairs, finances and accounts with its officers and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable notice, expense of the Borrower and at any time such reasonable times during regular normal business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance written notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation rights of the Administrative Agent and inspection rights the Lenders under this Section 6.10 and (y) the Administrative Agent shall not exercise such rights more often than one (1) time during any Fiscal Yearcalendar year absent the existence of an Event of Default and such exercise shall be at the Borrower’s expense; it being understood provided further that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairswhen an Event of Default exists, finances and accounts of the Borrowers and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the Administrative Agent or any Lender true copies (or any of all financial information made available to the board of directors or audit committee its respective representatives) may do any of the board of directors foregoing as often as may be reasonably necessary at the expense of the Company; provided that no Company Party will be required 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 disclose, permit participate in any discussions with the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contractBorrower’s independent public accountants. Notwithstanding anything to the contrary in this AgreementSection 6.10, none of the Borrowers Borrower or any of the Restricted Subsidiaries will be required to 666 disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter with any Disqualified Lender that (ai) constitutes non-financial trade secrets or non-financial proprietary information, (bii) 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 (ciii) is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection Rights. Upon At any reasonable noticetime and from time to time as the Administrative Agent, at any time during regular business hours Swing Line Lender, any Fronting Bank or any Lender may reasonably request (upon five Business Days’ prior notice delivered to the applicable Borrower and as often as reasonably requested (but not so as to materially interfere with the business no more than once a year, unless an Event of the Borrowers or the Restricted Subsidiaries) Default has occurred and is continuing), permit the Administrative Agent Agent, such Fronting Bank or such Lender or any Lender, agents or any authorized employee, agent or representative thereof, representatives thereof to examine, audit examine and make copies of and abstracts from the records and books of account of, and to visit and inspect the Properties properties of, the Borrowers such Borrower and the Restricted Subsidiaries (provided thatany of its Subsidiaries, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers such Borrower and the Restricted any of its Subsidiaries with any of their officersrespective officers or directors; provided, managershowever, key employees that (subject x) such Borrower reserves the right to such accountantsrestrict access to any of its Subsidiaries’ customary policies facilities in accordance with reasonably adopted procedures relating to safety and proceduressecurity and (y) and, upon request, furnish promptly neither Borrower nor any of its Subsidiaries shall be required to disclose to the Administrative Agent, any Swing Line Lender, any Fronting Bank or any Lender or any advisor agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that 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 Swing Line Lender, any Fronting Bank or the Lenders, as applicable). The Administrative Agent, each Swing Line Lender, 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 Agent’s, such Swing Line Lender’s, such Fronting Bank’s or any Lender true copies of all financial information such Lender’s business operations be treated confidentially by the Administrative Agent, such Swing Line Lender, such Fronting Bank or such Lender, as the case may be, and will not be distributed or otherwise made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent Agent, such Swing Line Lender, such Fronting Bank or such Lender, as the case may be, to any Lender Person, other than the Administrative Agent’s, such Swing Line Lender’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 any binding agreement or (c) is subject to attorney-client or similar privilege or constitutes attorney work productincluding, without limitation, attorneys and accountants).

Inspection Rights. Upon (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 (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, all at the reasonable notice, expense of the Parent Borrower and at any time such reasonable times during regular normal business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (Parent Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation rights of the Administrative Agent and inspection rights the Lenders under this Section 6.10 and (y) the Administrative Agent shall not exercise such rights more often than one time two (2) times during any Fiscal Yearcalendar year absent the existence of an Event of Default and only one (1) such time shall be at the Parent Borrower’s expense; it being understood provided further that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairswhen an Event of Default exists, finances and accounts of the Borrowers and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the Administrative Agent or any Lender true copies (or any of all financial information made available to the board of directors their respective representatives or audit committee independent contractors) may do any of the board of directors foregoing at the expense of the Company; provided 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 or a Restricted Subsidiary (as the case may be) the opportunity to participate in any discussions with the Parent Borrower’s or that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contractRestricted Subsidiary’s independent public accountants. Notwithstanding anything to the contrary in this AgreementSection 6.10, none of the Borrowers Parent Borrower or any of the Restricted 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 with any Disqualified Lender that (ai) constitutes non-financial trade secrets or non-financial proprietary information, (bii) 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 (ciii) is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection Rights. Upon With regard to any of the Borrowing Base Inventory, Borrower shall permit Administrative Agent, the Lenders, any authorized person pursuant to Law, and their agents and representatives, to enter upon the applicable property, and any location where materials intended to be utilized in the construction or development of the applicable property are stored, for the purpose of observation of construction or development of such Borrowing Base Inventory, and confirmation that such materials exist at all reasonable noticetimes; provided, at any time during regular business hours that, prior to the occurrence of a Default, Administrative Agent and as often as reasonably requested (but not so Lenders will, as to materially interfere with Units included in the business Borrowing Base, inspect no more than one-third of such Units each month and no more than all of such Units in any three month period. Any observation or audit of any of the Borrowers Borrowing Base Inventory or the Restricted Subsidiariesbooks and records of Borrower, or the procuring of documents and financial and other information, by or on behalf of Administrative Agent or Lenders shall be for Administrative Agent's or Lenders' protection only and shall not (i) permit constitute any assumption of responsibility to Borrower or anyone else with regard to the condition, construction, maintenance or operation of that property, (ii) constitute Administrative Agent's or any Lender's approval of any certification given to Administrative Agent or any Lender, or (iii) relieve Borrower of any authorized employeeof Borrower's obligations. Neither Administrative Agent nor any Lender shall have any duty to supervise or to inspect or observe the construction or development of any Borrowing Base Inventory or any duty of care to Borrower or any other person to protect against, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties inform Borrower or any other person of, the Borrowers and the Restricted Subsidiaries existence of negligent, faulty, inadequate or defective design or construction of any Borrowing Base Inventory. In no event shall any observation (provided that, excluding whether or not followed by notice of default) ever be deemed to constitute (i) a waiver of any such visits and inspections during the continuation of an Event of DefaultDefault then existing, (xii) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the an acknowledgment or representation by Administrative Agent, any Lender or any advisor Construction Consultant that there has been or will be compliance with the Plans and Laws or that the construction is free from defective materials or workmanship, or (iii) a waiver of Lenders' right thereafter to insist that each piece of property in the Borrowing Base Inventory be constructed or developed in accordance with the Plans and applicable Laws. In no event shall Administrative Agent or any Lender true copies Lender's failure to observe ever constitute a waiver of all financial information made available to the board any of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) 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 (c) is subject to attorney-client or similar privilege or constitutes attorney work productLender's rights.

Inspection Rights. Upon At any reasonable noticetime and from time to time as the Administrative Agent, at any time during regular business hours Swing Line Lender, any Fronting Bank or any Lender may reasonably request (upon five Business Days’ prior notice delivered to the applicable Borrower and as often as reasonably requested (but not so as to materially interfere with the business no more than once a year, unless an Event of the Borrowers or the Restricted Subsidiaries) Default has occurred and is continuing), permit the Administrative Agent Agent, such Fronting Bank or such Lender or any Lender, agents or any authorized employee, agent or representative thereof, representatives thereof to examine, audit examine and make copies of and abstracts from the records and books of account of, and to visit and inspect the Properties properties of, the Borrowers such Borrower and the Restricted Subsidiaries (provided thatany of its Subsidiaries, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers such Borrower and the Restricted any of its Subsidiaries with any of their officersrespective officers or directors; provided, managershowever, key employees that (subject x) such Borrower reserves the right to such accountantsrestrict access to any of its Subsidiaries’ customary policies facilities in accordance with reasonably adopted procedures relating to safety and proceduressecurity and (y) and, upon request, furnish promptly neither Borrower nor any of its Subsidiaries shall be required to disclose to the Administrative Agent, any Swingline Lender, any Fronting Bank or any Lender or any advisor agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that 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 Swingline Lender, any Fronting Bank or the Lenders, as applicable). The Administrative Agent, each Swing Line Lender, 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) 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 Agent’s, such Swing Line Lender’s, such Fronting Bank’s or any Lender true copies of all financial information such Lender’s business operations be treated confidentially by the Administrative Agent, such Swing Line Lender, such Fronting Bank or such Lender, as the case may be, and will not be distributed or otherwise made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent Agent, such Swing Line Lender, such Fronting Bank or such Lender, as the case may be, to any Lender Person, other than the Administrative Agent’s, such Swing Line Lender’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 any binding agreement or (c) is subject to attorney-client or similar privilege or constitutes attorney work productincluding, without limitation, attorneys and accountants).

Inspection Rights. Upon At any reasonable noticetime and from time to time as the Administrative Agent, at any time during regular business hours Swing Line Lender, any Fronting Bank or any Lender may reasonably request (upon five Business Days’ prior notice delivered to the applicable Borrower and as often as reasonably requested (but not so as to materially interfere with the business no more than once a year, unless an Event of the Borrowers or the Restricted Subsidiaries) Default has occurred and is continuing), permit the Administrative Agent Agent, such Fronting Bank or such Lender or any Lender, agents or any authorized employee, agent or representative thereof, representatives thereof to examine, audit examine and make copies of and abstracts from the records and books of account of, and to visit and inspect the Properties properties of, the Borrowers such Borrower and the Restricted Subsidiaries (provided thatany of its Subsidiaries, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers such Borrower and the Restricted any of its Subsidiaries with any of their officersrespective officers or directors; provided, managershowever, key employees that (subject x) such Borrower reserves the right to such accountantsrestrict access to any of its Subsidiaries’ customary policies facilities in accordance with reasonably adopted procedures relating to safety and proceduressecurity and (y) and, upon request, furnish promptly neither Borrower nor any of its Subsidiaries shall be required to disclose to the Administrative Agent, any Swing Line Lender, any Fronting Bank or any Lender or any advisor agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that 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 Swing Line Lender, any Fronting Bank or the Lenders, as applicable). The Administrative Agent, each Swing Line Lender, 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 Agent’s, such Swing Line Lender’s, such Fronting Bank’s or any Lender true copies of all financial information such Lender’s business operations be treated confidentially by the Administrative Agent, such Swing Line Lender, such Fronting Bank or such Lender, as the case may be, and will not be distributed or otherwise made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent Agent, such Swing Line Lender, such Fronting Bank or such Lender, as the case may be, to any Lender Person, other than the Administrative Agent’s, such Swing Line Lender’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 any binding agreement or (c) is subject to attorney-client or similar privilege or constitutes attorney work productincluding, without limitation, attorneys and accountants).

Inspection Rights. Upon reasonable noticePermit the Lenders through the Administrative Agent, at any time during regular business hours and as often as reasonably requested (but not so as to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lenderrepresentative designated by the Administrative Agent, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect any of the Properties of, properties of the Borrowers and the Restricted Loan Parties or any of their respective Subsidiaries (provided thatsubject to the rights of any tenants), excluding any such visits and inspections during to examine the continuation books of an Event of Default, (x) only the Administrative Agent on behalf account of the Lenders may exercise such visitation Loan Parties and inspection rights their respective Subsidiaries relating to their businesses (and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may to make such additional visits copies thereof and inspections in each Fiscal Year at its own expense as it reasonably requestsextracts therefrom) and to discuss the affairs, finances and accounts of the Borrowers Loan Parties and their respective Subsidiaries with their Responsible Officers, all at such reasonable times (during normal business hours) and intervals as the Administrative Agent may reasonably request upon not less than four (4) Business Days’ notice; provided, however, that inspections shall be limited to once per year unless an Event of Default shall have occurred and be continuing. The Administrative Agent and the Restricted Subsidiaries Lenders shall use good faith efforts to coordinate such visits and inspections so as to minimize the interference with and disruption to the Loan Parties’ or such Subsidiaries’ normal business operations. Notwithstanding anything to the contrary in this Section 7.10, no Loan Party nor any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the Administrative Agent or any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party Subsidiaries will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (bi) in respect of which disclosure to the Administrative Agent (or its designated representative) or any Lender (or their respective representatives or contractors) is then prohibited by Law law or any agreement binding agreement on any Loan Party or any of its Subsidiaries or (cii) that is subject to attorney-client or similar privilege or constitutes attorney work product. Each such visit and inspection shall be at the visitor’s cost unless made during the continuance of an Event of Default, in which case all such costs shall be at the expense of the Borrower.

Inspection Rights. Upon Permit representatives and independent contractors of 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, all at the expense of the Borrower and at such reasonable notice, at any time times during regular normal business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any LenderBorrower; provided, or any authorized employeehowever, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (provided that, excluding any such visits and inspections during the continuation of that when an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the Administrative Agent or any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) is prohibited by Law may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice. Borrower will cooperate and assist, and will cause its Consolidated Subsidiaries to cooperate and assist, in such inspections, including furnishing all plans, shop drawings and specifications in Borrower’s possession or the possession of its Consolidated Subsidiaries relating to the Improvements. Each Lender covenants and agrees to preserve the confidentiality of any financial data and other information concerning Borrower, any Affiliate of Borrower or related to Borrower’s, or any binding agreement Borrower’s Affiliate’s businesses or operations, except to the extent such Lender is required to disclose such information pursuant to any applicable Legal Requirement and to such Lender’s Affiliates (subject to such Affiliates’ compliance with the confidentiality obligations contained herein); provided that (i) any information contained in any annual report, or any Form 10-K, Form 10-Q or Form 8-K reports (if any) which have been delivered to the SEC, or any other annual or quarterly reports to the stockholders of the Borrower subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, proxy material delivered to the stockholders of the Borrower or any report delivered to the SEC, or any other information that is in the public domain or has become publicly known, shall not in any event be deemed confidential, and (ii) each Lender may make any information received by it available (A) to a transferee of or Participant in any interest in the Loans or the Notes, provided that such transferee or participant agrees in writing to be bound by the provisions of this Section 6.10, (B) to any accountants or other professionals engaged by such Lender, provided that each such accountant or professional agrees to be bound by the provisions of this Section 6.10, or (cC) is subject to attorney-client in connection with the enforcement of any of the Loan Documents or similar privilege or constitutes attorney work productany litigation in connection therewith.

Inspection Rights. Upon Permit representatives of the Administrative Agent and, during the continuance of any Event of Default, of each Lender to visit and inspect any of its properties (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 Intermediate Holdings or 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 notice, expense of Intermediate Holdings and at any time such reasonable times during regular normal business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance written notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (Intermediate Holdings; provided that, excluding any such visits and inspections during the continuation of an Event of Default, (xi) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and under this Section 6.10, (yii) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Yearcalendar year and (iii) such exercise shall be at Intermediate Holdings’s expense; it being understood provided further, that when an Event of Default is continuing the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers and the Restricted Subsidiaries with (or any of their officers, managers, key employees (subject respective representatives) may do any of the foregoing at the expense of Intermediate Holdings at any time and from time to such time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give Intermediate Holdings the opportunity to participate in any discussions with Intermediate Holdings’s accountants’ customary policies and procedures) and, upon request, furnish promptly . Notwithstanding anything to the Administrative Agentcontrary in this Section 6.10, none of Intermediate Holdings nor any Lender or any advisor of the Administrative Agent or any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party Restricted Subsidiary will be required to disclose, disclose or permit the inspection, examination or making of extracts, inspection or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender (i) that (a) constitutes non-financial trade secrets or non-non- financial proprietary information, (bii) 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 (ciii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product.

Inspection Rights. Upon reasonable notice, at any time during regular business hours and as often as reasonably requested (but not so as to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the Administrative Agent or any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) 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 (c) is subject to attorney-client or similar privilege or constitutes attorney work product.. 109

Inspection Rights. Upon reasonable noticeThe Agent and the Lenders (and their respective agents or professional advisors) shall have the right, from time to time, at any time during regular business hours their discretion and as often as reasonably requested (but not so as upon reasonable prior notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lenderrelevant party, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during offices of any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and Borrower, to discuss the affairs, finances and accounts condition of any Borrower with the officers thereof and independent accountants therefor and to examine, and audit, during business hours or at such other times as might be reasonable under applicable circumstances, any and all of the Borrowers books, records, financial statements, collection policies, 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 the Borrowers, or held by another for a Borrower or on its behalf, concerning or otherwise affecting the Properties, the Loan Documents, the Borrower Representative, the Operating Partnership, Silver Bay, or any Borrower. The Agent and the Restricted Subsidiaries Lenders (and their respective agents and professional advisors) shall treat as confidential any information obtained during the aforementioned examinations which is not already publicly known or available; provided, however, that the Agent and the Lenders (and their respective agents or professional advisors) may disclose such information if required to do so by law or by any regulatory authority. Upon notice and during regular business hours, each Borrower agrees to promptly provide the Agent and the Lenders (and their respective 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) the Agent and the Lenders (and their officers, managers, key employees (subject respective agents or professional advisors) may reasonably require in order to such accountants’ customary policies and procedures) and, upon request, furnish promptly conduct periodic due diligence relating to the Administrative Agent, any Lender or any advisor of Borrowers in connection with the Administrative Agent or any Lender true copies of all financial information made Properties and the Loan Documents. Each Borrower will make available to the board Agent and the Lenders (and their respective agents or professional advisors) knowledgeable financial, accounting, legal and compliance officers for the purpose of directors answering questions with respect to such Borrower and the Properties and to assist in the Agent’s and the Valuation Agent’s diligence. In addition, the Borrowers shall provide, or audit committee shall cause the Borrower Representative and each Property Manager to provide, the Agent and the Valuation Agent (and their respective agents or professional advisors) from time to time, at their discretion and upon reasonable prior 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 or at such other times as might be reasonable under applicable circumstances, any and all of the board of directors of the Company; provided that no Company Party will be required to disclosebooks, permit the inspectionrecords, examination or making of extractsfinancial statements, or discussion ofcollection policies, any documentlegal and regulatory compliance, operating and reporting procedures and information systems, their respective directors, officers and employees, 101 or other matter information and information systems (including without limitation customer service and/or whistleblower hotlines) of such Persons, concerning or otherwise affecting the Properties. All costs and expenses incurred by the Agent, the Lenders and the Valuation Agent (and their respective agents or professional advisors) in respect of which disclosure is then prohibited connection with the due diligence and other matters outlined in this Section shall be paid by law or contractthe Borrowers. Notwithstanding anything the foregoing, all inspections of Properties shall be subject to the contrary rights of tenants pursuant to Leases entered into in this Agreement, none of accordance with the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) 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 (c) is subject to attorney-client or similar privilege or constitutes attorney work productterms hereof.

Inspection Rights. Upon reasonable noticeThe Agent and the Lenders (and their respective agents or professional advisors) shall have the right, from time to time, at any time during regular business hours their discretion and as often as reasonably requested (but not so as upon reasonable prior notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lenderrelevant party, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during offices of any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and Borrower, to discuss the affairs, finances and accounts condition of any Borrower with the officers thereof and independent accountants therefor and to examine, and audit, during business hours or at such other times as might be reasonable under applicable circumstances, any and all of the Borrowers books, records, financial statements, collection policies, 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 the Borrowers, or held by another for a Borrower or on its behalf, concerning or otherwise affecting the Properties, the Loan Documents, the Borrower Representative, the Operating Partnership, Silver Bay, or any Borrower. The Agent and the Restricted Subsidiaries Lenders (and their respective agents and professional advisors) shall treat as confidential any information obtained during the aforementioned examinations which is not already publicly known or available; provided, however, that the Agent and the Lenders (and their respective agents or professional advisors) may disclose such information if required to do so by law or by any regulatory authority. Upon notice and during regular business hours, each Borrower agrees to promptly provide the Agent and the Lenders (and their respective 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) the Agent and the Lenders (and their officers, managers, key employees (subject respective agents or professional advisors) may reasonably require in order to such accountants’ customary policies and procedures) and, upon request, furnish promptly conduct periodic due diligence relating to the Administrative Agent, any Lender or any advisor of Borrowers in connection with the Administrative Agent or any Lender true copies of all financial information made Properties 118 and the Loan Documents. Each Borrower will make available to the board Agent and the Lenders (and their respective agents or professional advisors) knowledgeable financial, accounting, legal and compliance officers for the purpose of directors answering questions with respect to such Borrower and the Properties and to assist in the Agent’s and the Valuation Agent’s diligence. In addition, the Borrowers shall provide, or audit committee shall cause the Borrower Representative and each Property Manager to provide, the Agent and the Valuation Agent (and their respective agents or professional advisors) from time to time, at their discretion and upon reasonable prior 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 or at such other times as might be reasonable under applicable circumstances, any and all of the board of directors of the Company; provided that no Company Party will be required to disclosebooks, permit the inspectionrecords, examination or making of extractsfinancial statements, collection policies, legal and regulatory compliance, operating and reporting procedures and information systems, their respective directors, officers and employees, or discussion ofother information and information systems (including without limitation customer service and/or whistleblower hotlines) of such Persons, any documentconcerning or otherwise affecting the Properties. All costs and expenses incurred by the Agent, information the Lenders and the Valuation Agent (and their respective agents or professional advisors) in connection with the due diligence and other matter matters outlined in respect of which disclosure is then prohibited this Section shall be paid by law or contractthe Borrowers. Notwithstanding anything the foregoing, all inspections of Properties shall be subject to the contrary rights of tenants pursuant to Leases entered into in this Agreement, none of accordance with the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) 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 (c) is subject to attorney-client or similar privilege or constitutes attorney work productterms hereof.

Inspection Rights. Upon reasonable notice, at any time during regular business hours and as often as reasonably requested (but not so as to materially interfere with the business of the Borrowers Borrower or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties Mortgaged Real Property of, the Borrowers Borrower and the Restricted Subsidiaries (including, for the avoidance of doubt, MGM National Harbor) (provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights rights; provided that Lenders may accompany the Administrative Agent at their own expense on any visitation or inspection pursuant to this clause (x) and (y) the Administrative Agent shall not exercise such rights more often than (i) on or prior to the Final Completion Date, one time during any Fiscal Quarter and (ii) after the Final Completion Date, one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers Borrower and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the Administrative Agent or any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; Borrower, provided that no Company Borrower Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers Borrower or the Restricted 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 with any Disqualified Lender Competitor that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) 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 (c) is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection Rights. Upon At any reasonable noticetime and from time to time as the Administrative Agent, at any time during regular business hours Fronting Bank or any Lender may reasonably request (upon five Business Days’ prior notice delivered to the applicable Borrower and as often as reasonably requested (but not so as to materially interfere with the business no more than once a year, unless an Event of the Borrowers or the Restricted Subsidiaries) Default has occurred and is continuing), permit the Administrative Agent Agent, such Fronting Bank or such Lender or any Lender, agents or any authorized employee, agent or representative thereof, representatives thereof to examine, audit examine and make copies of and abstracts from the records and books of account of, and to visit and inspect the Properties properties of, the Borrowers such Borrower and the Restricted Subsidiaries (provided thatany of its Subsidiaries, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers such Borrower and the Restricted any of its Subsidiaries with any of their officersrespective officers or directors; provided, managershowever, key employees that (subject x) such Borrower reserves the right to such accountantsrestrict access to any of its Subsidiaries’ customary policies facilities in accordance with reasonably adopted procedures relating to safety and proceduressecurity and (y) and, upon request, furnish promptly neither Borrower nor any of its Subsidiaries shall be required to disclose to the Administrative Agent, any Fronting Bank or any Lender or any advisor agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that such Borrower agrees to use commercially reasonable [Signature Page to FirstEnergy Parent Credit Agreement] 743896444 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 Agent’s, such Fronting Bank’s or any Lender true copies of all financial information 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 to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent 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 any binding agreement or (c) is subject to attorney-client or similar privilege or constitutes attorney work productincluding, without limitation, attorneys and accountants).

Inspection Rights. Upon At any reasonable noticetime and from time to time as the Administrative Agent, at any time during regular business hours Fronting Bank or any Lender may reasonably request (upon five Business Days’ prior notice delivered to the applicable Borrower and as often as reasonably requested (but not so as to materially interfere with the business no more than once a year, unless an Event of the Borrowers or the Restricted Subsidiaries) Default has occurred and is continuing), permit the Administrative Agent Agent, such Fronting Bank or such Lender or any Lender, agents or any authorized employee, agent or representative thereof, representatives thereof to examine, audit examine and make copies of and abstracts from the records and books of account of, and to visit and inspect the Properties properties of, the Borrowers such Borrower and the Restricted Subsidiaries (provided thatany of its Subsidiaries, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers such Borrower and the Restricted any of its Subsidiaries with any of their officersrespective officers or directors; provided, managershowever, key employees that (subject x) such Borrower reserves the right to such accountantsrestrict access to any of its Subsidiaries’ customary policies facilities in accordance with reasonably adopted procedures relating to safety and proceduressecurity and (y) and, upon request, furnish promptly neither Borrower nor any of its Subsidiaries shall be required to disclose to the Administrative Agent, any Fronting Bank or any Lender or any advisor agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that 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) 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 Agent’s, such Fronting Bank’s or any Lender true copies of all financial information such Lender’s business operations be treated confidentially by the Administrative Agent, such Fronting Bank or 57 such Lender, as the case may be, and will not be distributed or otherwise made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent 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 any binding agreement or (c) is subject to attorney-client or similar privilege or constitutes attorney work productincluding, without limitation, attorneys and accountants).

Inspection Rights. Upon At any reasonable noticetime and from time to time as the Administrative Agent, at any time during regular business hours Fronting Bank or any Lender may reasonably request (upon five Business Days’ prior notice delivered to the applicable Borrower and as often as reasonably requested (but not so as to materially interfere with the business no more than once a year, unless an Event of the Borrowers or the Restricted Subsidiaries) Default has occurred and is continuing), permit the Administrative Agent Agent, such Fronting Bank or such Lender or any Lender, agents or any authorized employee, agent or representative thereof, representatives thereof to examine, audit examine and make copies of and abstracts from the records and books of account of, and to visit and inspect the Properties properties of, the Borrowers such Borrower and the Restricted Subsidiaries (provided thatany of its Subsidiaries, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers such Borrower and the Restricted any of its Subsidiaries with any of their officersrespective officers or directors; provided, managershowever, key employees that (subject x) such Borrower reserves the right to such accountantsrestrict access to any of its Subsidiaries’ customary policies facilities in accordance with reasonably adopted procedures relating to safety and proceduressecurity and (y) and, upon request, furnish promptly neither Borrower nor any of its Subsidiaries shall be required to disclose to the Administrative Agent, any Fronting Bank or any Lender or any advisor agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege 67 752938400 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 Xxxxxxxx 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 Agent’s, such Fronting Bank’s or any Lender true copies of all financial information 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 to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent 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 any binding agreement or (c) is subject to attorney-client or similar privilege or constitutes attorney work productincluding, without limitation, attorneys and accountants).

Inspection Rights. Upon reasonable noticeBorrower shall permit and cause the Subsidiaries to permit Lender, at through Lender's employees, attorneys, accountants or other agents, to inspect any time during regular business hours and as often as reasonably requested (but not so as to materially interfere with the business of the Borrowers properties, non-privileged corporate books and financial books and records of Borrower and any Subsidiary at such times as Lender reasonably may request upon reasonable advance notice to Borrower, subject to Borrower's or such Subsidiary's confidentiality and privacy obligations under applicable laws and regulations. Lender agrees to maintain the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf confidentiality of the Lenders Information (as defined below), except that Information may exercise such visitation and inspection rights and be disclosed (ya) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; to its Affiliates (it being understood that the Administrative Agent may make Persons to whom such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts disclosure is made will be informed of the Borrowers confidential nature of such Information and instructed to keep such Information confidential), (b) to the Restricted Subsidiaries extent required or requested by any regulatory authority purporting to have jurisdiction Lender or its Affiliates, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) in connection with the exercise of any remedies hereunder or under any other Transaction Document or any action or proceeding relating to this Agreement or any other Transaction Document or the enforcement of rights hereunder or thereunder, (e) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights and obligations under this Agreement, (f) with the consent of Borrower or (g) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to Lender or its Affiliates on a nonconfidential basis from a source other than Borrower. For purposes of this Section, "Information" means all information received from Borrower or any Subsidiary relating to Borrower or any Subsidiary or any of their officersrespective businesses, managers, key employees (subject other than any such information that is available to such accountants’ customary policies and procedures) and, upon request, furnish promptly Lender on a nonconfidential basis prior to the Administrative Agent, any Lender disclosure by Borrower or any advisor of the Administrative Agent or any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be Subsidiary. Any Person required to disclose, permit maintain the inspection, examination or making confidentiality of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary Information as provided in this Agreement, none Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the Borrowers or the Restricted Subsidiaries will be required confidentiality of such Information as such Person would accord to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter with any Disqualified its own confidential information. Lender acknowledges that (a) constitutes the Information may include material non-financial trade secrets public information concerning Borrower or non-financial proprietary informationa Subsidiary, as the case may be, (b) in respect it has developed compliance procedures regarding the use 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 material non-public information and (c) is subject to attorneyit will handle such material non-client or similar privilege or constitutes attorney work productpublic information in accordance with applicable law, including United States federal and state securities laws.

Inspection Rights. Upon Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any properties of the Borrower and its Restricted Subsidiaries (subject, in the case of third party customer sites, to customary access agreements) and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable notice, expense of the Borrower and at any time such reasonable times during regular normal business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any LenderBorrower; provided, or any authorized employeehowever, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (provided that, that excluding any such visits and inspections during the continuation occurrence and continuance of an Event of Default, (xi) only the Administrative Agent on behalf of the Requisite Lenders may exercise such visitation rights of the Administrative Agent and inspection rights the Requisite Lenders under this Section 6.10 and (yii) the Administrative Agent shall not exercise such rights more often than one time two (2) times during any Fiscal Yearcalendar year absent the existence of an Event of Default and only one (1) such visit shall be at the Borrower’s expense; it being understood provided, further, that when an Event of Default exists, the Administrative Agent may make such additional visits and inspections in each Fiscal Year (at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts direction of the Borrowers and the Restricted Subsidiaries with Requisite Lenders) or any Lender (or any of their officers, managers, key employees (subject 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 and the Lenders shall give the Borrower the opportunity to such accountants’ customary policies and procedures) and, upon request, furnish promptly participate in any discussions with the Borrower’s independent public accountants to the Administrative Agent, extent reasonably feasible. Neither the Borrower nor any Lender or any advisor of the Administrative Agent or any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure disclose to the Administrative Agent or any Lender (any information that, in the opinion of counsel to the Borrower or their respective representatives or contractors) such Restricted Subsidiary, is prohibited by Law or any binding agreement or (c) to be disclosed, is subject to attorney-attorney client or similar privilege or constitutes attorney work productproduct or the disclosure of which would cause a material breach of a binding non-disclosure agreement with a third party to the extent such agreement is not made in contemplation of the avoidance of this Section 6.10.

Inspection Rights. Upon Permit representatives and independent contractors of 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, all at the expense of the Borrower and at such reasonable notice, at any time times during regular normal business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any LenderBorrower; provided, or any authorized employeehowever, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (provided that, excluding any such visits and inspections during the continuation of that when an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the Administrative Agent or any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) is prohibited by Law may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice. Borrower will cooperate and assist, and will cause its Consolidated Subsidiaries to cooperate and assist, in such inspections, including furnishing all plans, shop drawings and specifications in Borrower’s or Camden Trust’s possession or the possession of its Consolidated Subsidiaries relating to the Improvements. Each Lender covenants and agrees to preserve the confidentiality of any financial data and other information concerning Borrower, Camden Trust or any binding agreement Affiliate of Borrower or Camden Trust or related to Borrower’s, Camden Trust’s or any Borrower’s or Camden Trust’s Affiliate’s businesses or operations, except to the extent such Lender is required to disclose such information pursuant to any applicable Legal Requirement; provided that (i) any information contained in any annual report, or any Form 10-K, Form 10-Q or Form 8-K reports (if any) which have been delivered to the SEC, or any other annual or quarterly reports to the stockholders of Camden Trust subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, proxy material delivered to the stockholders of Camden Trust or any report delivered to the SEC, or any other information that is in the public domain or has become publicly known, shall not in any event be deemed confidential, and (ii) each Lender may make any information received by it available (A) to a transferee of or Participant in any interest in the Loans or the Notes, provided that such transferee or participant agrees in writing to be bound by the provisions of this Section 6.10, (B) to any accountants or other professionals engaged by such Lender, provided that each such accountant or professional agrees to be bound by the provisions of this Section 6.10, or (cC) is subject to attorney-client in connection with the enforcement of any of the Loan Documents or similar privilege or constitutes attorney work productany litigation in connection therewith.

Inspection Rights. Upon Permit the Blackstone Credit Representative, the Ally Representative and representatives of the Administrative Agent and, during the continuance of any Event of Default, of each Lender to visit and inspect any of its properties (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 notice, expense of the Borrower and at any time such reasonable times during regular normal business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance written notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, (xi) only the Blackstone Credit Representative, the Ally Representative and the Administrative Agent on behalf of the Lenders may exercise such visitation rights under this Section 6.10, (ii) the Blackstone Credit Representative, the Ally Representative and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Yearcalendar year and (iii) such exercise shall be at the Borrower’s expense; it being understood provided further, that when an Event of Default is continuing the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers and the Restricted Subsidiaries with Blackstone Credit Representative (or any of their officers, managers, key employees (subject respective representatives) may do any of the foregoing at the expense of the Borrower at any time and from time to such accountants’ customary policies time during normal business hours and procedures) and, upon request, furnish promptly to the reasonable advance written notice. The Administrative Agent, the Blackstone Credit Representative and the Lenders shall give the Borrower the opportunity to participate in any Lender or any advisor discussions with the Borrower’s accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Administrative Agent or Borrower nor any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party Restricted Subsidiary will be required to disclose, disclose or permit the inspection, examination or making of extracts, inspection or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender (i) that (a) constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is 157 prohibited by Law or any binding agreement or (ciii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product.

Inspection Rights. Upon Permit representatives and independent contractors of 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 officers, and independent public accountants, all at such reasonable notice, at any time times during regular normal business hours and as often as may be reasonably requested desired, upon reasonable advance notice to the Company; provided that (but not so as to materially interfere with the business of the Borrowers or the Restricted Subsidiariesa) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (provided that, excluding any such visits and inspections except during the continuation occurrence and continuance of an Event of Default, (x) only the Borrowers shall not be required to reimburse the Administrative Agent on behalf of for the Lenders may exercise charges, costs and expenses in connection with such visitation visits or inspections and inspection rights and (y) the Administrative Agent shall not exercise such rights under this Section 6.10 more often than one (1) time per year and (b) after the occurrence and during any Fiscal Year; it being understood that the continuance of an Event of Default, the Administrative Agent (or any of its representatives or independent contractors) may make such additional visits and inspections in each Fiscal Year do any of the foregoing at its own the expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers at any time during normal business hours and the Restricted Subsidiaries with any of their officerswithout advance notice; provided, managersfurther, key employees that, (subject to such accountants’ customary policies and proceduresi) and, upon request, furnish promptly notwithstanding anything to the Administrative Agentcontrary in this Section 6.10, neither the Company nor any Lender or any advisor of the Administrative Agent or any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of extractscopies or abstracts from, or discussion of, discuss any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything matter, to the contrary in this Agreement, none of the Borrowers or the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts ofextent any such action would, or discussion ofcould reasonably be expected to, any document(A) result in a loss of attorney-client privilege or claim of attorney work product, information or other matter with any Disqualified Lender that in each case so long as the Company notifies the Administrative Agent of such limitation and the reason therefore, (aB) constitutes result in the disclosure of non-financial trade secrets or non-financial proprietary information, (bC) in respect of which disclosure violate any Law applicable to the Administrative Agent Company or any Lender of its Subsidiaries, or (D) violate any confidentiality obligation (to the extent not created in contemplation of the Company’s or their respective representatives or contractorssuch Restricted Subsidiary’s obligations under this Section 6.10) is prohibited by Law binding on the Company or any binding agreement or of its Subsidiaries, and (cii) no discussion with any such independent accountants shall be permitted unless the Company shall have received reasonable notice thereof and a reasonable opportunity to participate therein and, if such participation is subject to attorney-client or similar privilege or constitutes attorney work productelected, the Company participated.

Inspection Rights. Upon 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 notice, expense of the Borrowers and at any time such reasonable times during regular normal 132 business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (Lead Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) that only the Administrative Agent on behalf of the Lenders may exercise such visitation rights of the Administrative Agent and inspection rights the Lenders under this Section 6.10 and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Yearcalendar year and such time shall be at the Borrowers’ expense; it being understood provided, further, that during the continuation of an Event of Default, the Administrative Agent (or any of its respective representatives or independent contractors), on behalf of the Lenders, may make such additional visits and inspections in each Fiscal Year do any of the foregoing at its own the reasonable expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers at any time during normal business hours and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the reasonable advance notice. The Administrative Agent or shall give the Lead Borrower the opportunity to participate in any Lender true copies of all financial information made available to discussions with the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contractLoan Parties’ independent public accountants. Notwithstanding anything to the contrary in this AgreementSection 6.10, none of the Borrowers or Parent nor any of the Restricted 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 with any Disqualified Lender that which (ai) constitutes non-non- financial trade secrets or non-financial proprietary information, (bii) 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 Contractual Obligation (not created in contemplation thereof) or (ciii) is subject to attorney-client or similar privilege or constitutes attorney work work-product.

Inspection Rights. Upon Permit representatives of the Administrative Agent (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 properties (to the extent it is within such Person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable notice, expense of the Borrower and at any time such reasonable times during regular normal business hours and as often as may be reasonably requested desired, upon reasonable advance written notice to the Borrower; provided that, in no event shall the Borrower or any of its Restricted Subsidiaries be required pursuant to the terms of this Section 6.10 to allow any such Person to inspect or examine, or be required to discuss, any records, documents or other information (but not so as a) with respect to materially interfere with which the business Borrower or any of its Restricted Subsidiaries has obligations of confidentiality to a non-Affiliate (it being understood that if any information is withheld in reliance on this clause (a), the Borrowers or the Restricted Subsidiaries) permit Borrower shall advise the Administrative Agent of such fact and the Borrower or any Lenderof its Restricted Subsidiaries shall, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts following a reasonable request from the records and books Administrative Agent, use commercially reasonable efforts to furnish the relevant information by alternative means that would not violate the relevant obligation of account ofconfidentiality, and including by requesting consent from the applicable contractual counterparty to visit and inspect the Properties ofdisclose such information (but shall not be required to incur any cost (other than de minimis costs) or expense or pay any consideration of any type to such party in order to obtain such consent)) or (b) that is subject to attorney client privilege; provided, the Borrowers and the Restricted Subsidiaries (provided thatfurther, that excluding any such visits and inspections during the continuation of an Event of Default, (xi) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and under this Section 6.10, (yii) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Yearcalendar year and (iii) such exercise shall be at the Borrower’s expense; it being understood provided, further, that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts when an Event of the Borrowers and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the Administrative Agent or any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to Default exists the Administrative Agent or any Lender (or any of their respective representatives or contractorsrepresentatives) is prohibited by Law or may do any binding agreement or (c) is subject 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 attorney-client or similar privilege or constitutes attorney work productparticipate in any discussions with the Borrower’s accountants.

Inspection Rights. Upon Permit the Blackstone Credit Representative, the Ally Representative and representatives of the Administrative Agent and, during the continuance of any Event of Default, of each Lender to visit and inspect any of its properties (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 notice, expense of the Borrower and at any time such reasonable times during regular normal business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance written notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, (xi) only the Blackstone Credit Representative, the Ally Representative and the Administrative Agent on behalf of the Lenders may exercise such visitation rights under this Section 6.10, (ii) the Blackstone Credit Representative, the Ally Representative and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Yearcalendar year and (iii) such exercise shall be at the Borrower’s expense; it being understood provided further, that when an Event of Default is continuing the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers and the Restricted Subsidiaries with Blackstone Credit Representative (or any of their officers, managers, key employees (subject respective representatives) may do any of the foregoing at the expense of the Borrower at any time and from time to such accountants’ customary policies time during normal business hours and procedures) and, upon request, furnish promptly to the reasonable advance written notice. The Administrative Agent, the Blackstone Credit Representative and the Lenders shall give the Borrower the opportunity to participate in any Lender or any advisor discussions with the Borrower’s accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Administrative Agent or Borrower nor any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party Restricted Subsidiary will be required to disclose, disclose or permit the inspection, examination or making of extracts, inspection or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender (i) that (a) constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their 179 respective representatives or contractors) is prohibited by Law or any binding agreement or (ciii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product.

Inspection Rights. Upon reasonable noticeThe Agent and the Lenders (and their respective agents or professional advisors) shall have the right, from time to time, at any time during regular business hours their discretion and as often as reasonably requested (but not so as upon reasonable prior notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lenderrelevant party, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during offices of any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and Borrower, 103 53570.000371 EMF_US 44362017v35 to discuss the affairs, finances and accounts condition of any Borrower with the officers thereof and independent accountants therefor and to examine, and audit, during business hours or at such other times as might be reasonable under applicable circumstances, any and all of the Borrowers books, records, financial statements, collection policies, 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 the Borrowers, or held by another for a Borrower or on its behalf, concerning or otherwise affecting the Properties, the Loan Documents, the Borrower Representative, the Operating Partnership, Silver Bay, or any Borrower. The Agent and the Restricted Subsidiaries Lenders (and their respective agents and professional advisors) shall treat as confidential any information obtained during the aforementioned examinations which is not already publicly known or available; provided, however, that the Agent and the Lenders (and their respective agents or professional advisors) may disclose such information if required to do so by law or by any regulatory authority. Upon notice and during regular business hours, each Borrower agrees to promptly provide the Agent and the Lenders (and their respective 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) the Agent and the Lenders (and their officers, managers, key employees (subject respective agents or professional advisors) may reasonably require in order to such accountants’ customary policies and procedures) and, upon request, furnish promptly conduct periodic due diligence relating to the Administrative Agent, any Lender or any advisor of Borrowers in connection with the Administrative Agent or any Lender true copies of all financial information made Properties and the Loan Documents. Each Borrower will make available to the board Agent and the Lenders (and their respective agents or professional advisors) knowledgeable financial, accounting, legal and compliance officers for the purpose of directors answering questions with respect to such Borrower and the Properties and to assist in the Agent’s and the Valuation Agent’s diligence. In addition, the Borrowers shall provide, or audit committee shall cause the Borrower Representative and each Property Manager to provide, the Agent and the Valuation Agent (and their respective agents or professional advisors) from time to time, at their discretion and upon reasonable prior 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 or at such other times as might be reasonable under applicable circumstances, any and all of the board of directors of the Company; provided that no Company Party will be required to disclosebooks, permit the inspectionrecords, examination or making of extractsfinancial statements, collection policies, legal and regulatory compliance, operating and reporting procedures and information systems, their respective directors, officers and employees, or discussion ofother information and information systems (including without limitation customer service and/or whistleblower hotlines) of such Persons, any documentconcerning or otherwise affecting the Properties. All costs and expenses incurred by the Agent, information the Lenders and the Valuation Agent (and their respective agents or professional advisors) in connection with the due diligence and other matter matters outlined in respect of which disclosure is then prohibited this Section shall be paid by law or contractthe Borrowers. Notwithstanding anything the foregoing, all inspections of Properties shall be subject to the contrary rights of tenants pursuant to Leases entered into in this Agreement, none of accordance with the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) 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 (c) is subject to attorney-client or similar privilege or constitutes attorney work productterms hereof.

Inspection Rights. Upon reasonable noticeBorrower shall permit any representative that Agent authorizes, at any time during regular business hours including its attorneys and as often as reasonably requested (but not so as to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereofaccountants, to examine, audit inspect the Collateral and examine and make copies and abstracts from of the records and books of account ofand records of Borrower at reasonable times and upon reasonable notice during normal business hours; provided, and to visit and inspect the Properties ofhowever, the Borrowers and the Restricted Subsidiaries (provided that, excluding any such visits and inspections during the continuation of an that so long as no Event of DefaultDefault has occurred and is continuing, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent examinations shall not exercise such rights be limited to no more often than one time during once per fiscal year. In addition, any Fiscal Year; such representative shall have the right to meet with management and officers of Bxxxxxxx to discuss such books of account and records. In addition, Hxxxxxxx, for so long as it being understood is Agent or a Lender, shall so long as no default or Event of Default has occurred and is continuing, no more frequently than two (2) times per fiscal year at reasonable times and upon reasonable prior notice to consult with and advise the management and officers of Borrower concerning significant business issues affecting Borrower. Such consultations shall not unreasonably interfere with Bxxxxxxx’s business operations. The parties intend that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and rights granted to discuss Hercules shall constitute “management rights” within the affairsmeaning of 29 C.F.R. Section 2510.3-101(d)(3)(ii), finances and accounts of the Borrowers and the Restricted Subsidiaries but that any advice, recommendations or participation by Hxxxxxxx with respect to any of their officersbusiness issues shall not be deemed to give Hercules, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the Administrative Agent or any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will nor be required to disclose, permit the inspection, examination or making of extracts, or discussion deemed an exercise by Hxxxxxxx of, any document, information control over Bxxxxxxx’s management or other matter in respect of which disclosure is then prohibited by law or contractpolicies. Notwithstanding anything to the contrary in this AgreementSection 7.2, none of the Borrowers or the Restricted Borrower and its Subsidiaries will shall not be required to disclosefurnish, permit disclose or discuss (i) any information that Borrower determines could adversely affect the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) 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 (c) is subject to attorney-client privilege, (ii) any information that Borrower deems necessary to protect its trade secrets, (iii) confidential information related to compensation and employment and directorship arrangements or (iv) any information relating to Borrower’s and its Subsidiaries’ strategy, negotiating position or similar privilege matters relating to the Loan Documents or constitutes attorney work productany permitted refinancing thereof.

Inspection Rights. Upon Permit representatives of the Administrative Agent and, during the continuance of any Event of Default, of each Lender to visit and inspect any of its properties (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 such 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 notice, expense of the Borrowers and at any time such reasonable times during regular normal business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance written notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (Borrowers; provided that, excluding any such visits and inspections during the continuation of an Event of Default, (xi) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and under this Section 6.10, (yii) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Yearcalendar year and (iii) such exercise shall be at the Borrowers’ expense; it being understood provided further, that when an Event of Default is continuing the Administrative Agent (or any of its respective representatives) may make such additional visits and inspections in each Fiscal Year do any of the foregoing at its own the expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers at any time and from time to time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Restricted Subsidiaries Lenders shall give the Borrowers the opportunity to participate in any discussions with any of their officers, managers, key employees (subject to such the Borrowers’ accountants’ customary policies and procedures) and, upon request, furnish promptly . Notwithstanding anything to the Administrative Agentcontrary in this Section 6.10, any Lender or any advisor none of the Administrative Agent or Borrowers nor any Lender true copies of all financial information made available to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party Restricted Subsidiary will be required to disclose, disclose or permit the inspection, examination or making of extracts, inspection or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender (i) that (a) constitutes non-financial trade secrets or non-financial proprietary information, (bii) 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 (ciii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product. Section 6.19 shall not be construed to limit or otherwise affect any Agent’s or Lender’s rights under this Section 6.10.

Inspection Rights. Upon At any reasonable noticetime and from time to time as the Administrative Agent, at any time during regular business hours Fronting Bank or any Lender may reasonably request (upon five Business Days’ prior notice delivered to the applicable Borrower and as often as reasonably requested (but not so as to materially interfere with the business no more than once a year, unless an Event of the Borrowers or the Restricted Subsidiaries) Default has occurred and is continuing), permit the Administrative Agent Agent, such Fronting Bank or such Lender or any Lender, agents or any authorized employee, agent or representative thereof, representatives thereof to examine, audit examine and make copies of and abstracts from the records and books of account of, and to visit and inspect the Properties properties of, the Borrowers such Borrower and the Restricted Subsidiaries (provided thatany of its Subsidiaries, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers such Borrower and the Restricted any of its Subsidiaries with any of their officersrespective officers or directors; provided, managershowever, key employees that (subject x) such Borrower reserves the right to such accountantsrestrict access to any of its Subsidiaries’ customary policies facilities in accordance with reasonably adopted procedures relating to safety and proceduressecurity and (y) and, upon request, furnish promptly neither Borrower nor any of its Subsidiaries shall be required to disclose to the Administrative Agent, any Fronting Bank or any Lender or any advisor agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that 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 Agent’s, such Fronting Bank’s or any Lender true copies of all financial information 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 to the board of directors or audit committee of the board of directors of the Company; provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent 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 744222473 such Lender’s employees, authorized agents or representatives (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) is subject to attorney-client or similar privilege or constitutes attorney work productincluding, without limitation, attorneys and accountants).

Inspection Rights. Upon Permit representatives of the Administrative Agent, the Revolving Agent and the Required Lenders to visit and inspect any of their properties (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 any such 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, officers, and independent public accountants (subject to such accountants’ policies and procedures), all at the reasonable notice, expense of the Borrowers and at any time such reasonable times during regular normal business hours and as often as may be reasonably requested (but not so as desired, upon reasonable advance written notice to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries (Borrowers; provided that, (a) excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent and the Revolving Agent on behalf of the Lenders may exercise such visitation rights under this Section 6.10 and inspection rights and (y) the Administrative Agent and the Revolving Agent shall not exercise such rights more often than one time two times during any Fiscal Year; it being understood that calendar year absent the Administrative Agent may make continuation of an Event of Default and one such additional visits time shall be at the Borrowers’ expense and inspections in each Fiscal Year at its own expense as it reasonably requests(b) and to discuss the affairswhen an Event of Default is continuing, finances and accounts of the Borrowers and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender the Revolving Agent or the Required Lenders (or any advisor of their respective representatives) may do any of the Administrative Agent or foregoing at the expense of the Borrowers at any Lender true copies of all financial information made available time during normal business hours and upon reasonable advance written notice. Notwithstanding anything to the board of directors or audit committee contrary in this Section 6.10, none of the board of directors of the Company; provided that no Company Party Loan Parties or their Restricted Subsidiaries will be required to disclose, disclose or permit the inspection, examination or making of extracts, inspection or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted 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 with any Disqualified Lender (i) that (a) constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent, the Revolving Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (ciii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product. The Administrative Agent and the Revolving Agent shall give the Borrowers the opportunity to participate in any discussions with the Borrowers’ independent public accountants. For the avoidance of doubt, the foregoing shall be subject to the provisions of Section 11.08.