Common use of Inspection of Property; Books and Records; Discussions Clause in Contracts

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower and its Significant Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety, security and confidentiality; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Person any information the disclosure of which is prohibited by applicable law or binding agreement or subject to attorney-client privilege or constitutes attorney-work product or constitutes non-financial trade secrets or non-financial proprietary information so long as (x) such confidentiality obligation was not entered into in contemplation hereof and (y) the Borrower provides such Lender with notice that information is being withheld due to the existence of such confidentiality obligation.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower and its Significant Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety, security safety and confidentialitysecurity; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Person Lender or its agents or representatives any information the disclosure of which is prohibited by applicable law or binding agreement or subject to the attorney-client privilege or constitutes attorneyattorney work-work product or constitutes non-financial trade secrets or non-financial proprietary information so long as (x) such confidentiality obligation was not entered into in contemplation hereof and (y) privilege properly asserted by the Borrower provides such Lender with notice that information is being withheld due applicable Person to prevent the existence loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality obligationagreement with third parties.

Inspection of Property; Books and Records; Discussions. (a) Keep In the case of the Borrower, keep proper books of and records and account in which full, true and correct entries a manner to allow financial statements to be prepared in conformity with GAAP and all Requirements of Law shall be made consistently applied in respect of all dealings material financial transactions and transactions in relation to matters involving the material assets and business of the Borrower and its business Restricted Subsidiaries, taken as a whole; and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender the Administrative Agent to visit and inspect any of its properties and examine and and, to the extent reasonable, make abstracts from any of its books and records at any reasonable time and to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Restricted Subsidiaries with officers and employees of the Borrower and its Significant Restricted Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the its independent certified public accountants accountants, in each case at any reasonable time, upon reasonable notice; provided that (a) except during the continuation of an Event of Default, only one such visit per year shall be at the Borrower’s expense, and (b) during the continuation of an Event of Default, the Administrative Agent or its representatives may do any of the Borrower and its Significant Subsidiariesforegoing at the Borrower’s expense; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety, security and confidentiality; and provided, further, that neither representatives of the Borrower nor may be present during any Significant such visits, discussions and inspections. Notwithstanding anything to the contrary in Subsection 7.2(d) or in this Subsection 7.6, none of the Borrower or any Restricted Subsidiary shall will be required to disclose to or permit the inspection or discussion of, any Person any document, information the disclosure of which is prohibited by applicable law or binding agreement or subject to attorney-client privilege or constitutes attorney-work product or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information so long as information, (xii) such confidentiality obligation was not entered into in contemplation hereof and (y) the Borrower provides such Lender with notice that information is being withheld due respect of which disclosure to the existence Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of such confidentiality obligationLaw or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account accounts in which entries full, true and correct entries in all material respects in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and from which financial statements conforming with GAAP can be derived, (b) unless a Default or Event of Default has occurred and is continuingpermit, not more than once a year and after at least five Business Days’ noticethe Borrower’s expense, (i) permit representatives of any the Administrative Agent (and, if a Lender requests to accompany the Administrative Agent, such Lender) to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours, upon reasonable prior notice, and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrower Holdings and its Significant Restricted Subsidiaries with officers and employees of the Borrower and its Significant Restricted Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of Holdings and its Restricted Subsidiaries so long as the Borrower shall have been given the reasonable opportunity to participate in such discussions, provided, that notwithstanding the foregoing, (i) any such visit or inspection shall be conducted through the Administrative Agent, and (ii) nothing in this Section 7.06 shall require Holdings or its Significant SubsidiariesSubsidiaries to take any action that would violate a confidentiality agreement or obligation, or waive any attorney-client or similar privilege; provided that in the event that any of Holdings or its Subsidiaries does not provide information in reliance on this sentence, it shall (x) provide notice to the Administrative Agent that such information is being withheld, (y) with respect to clause (ii), use its commercially reasonable efforts to obtain waivers and (z) use its commercially reasonable efforts to communicate the applicable information to the Administrative Agent in a way that would not violate such attorney-client privilege or similar privilege), and (c) Holdings and Borrower will, and will cause each of its Restricted Subsidiaries to, permit Administrative Agent and each of its duly authorized representatives or agents to conduct appraisals and valuations at such reasonable times and intervals as Administrative Agent may designate; provided, that any such visits or inspections shall be subject to such conditions as the obligations of Holdings, Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety, security and confidentiality; and provided, further, that neither the Borrower nor any Significant Subsidiary to reimburse Administrative Agent shall be required to disclose to any Person any information the disclosure of which is prohibited by applicable law or binding agreement or subject to attorney-client privilege or constitutes attorney-work product or constitutes non-financial trade secrets or non-financial proprietary information so long limited as (x) such confidentiality obligation was not entered into set forth in contemplation hereof and (y) the Borrower provides such Lender with notice that information is being withheld due to the existence of such confidentiality obligationSection 3.09.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which entries which are full, true and correct entries correct, in all material respects, in conformity with GAAP and all Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit activities. Permit representatives of any Lender the Administrative Agent to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours and as often as may reasonably be desired (but the Administrative Agent may not have more than one visit per any twelve month period except during an Event of Default), upon reasonable advance notice to the Borrower, and to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant the Borrower’s Restricted Subsidiaries with officers and employees of the Borrower and its Significant the Borrower’s Restricted Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the their independent certified public accountants (and the Borrower will be given the opportunity to participate in any such discussions with such independent certified accountants). So long as no Event of Default has occurred and is continuing at the time of such inspection, the Borrower shall not bear the cost of more than one such inspection per calendar year by the Administrative Agent (or its representatives). Notwithstanding anything to the contrary in this Section 5.6, none of the Borrower and its Significant Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety, security and confidentiality; and provided, further, that neither the Borrower nor any Significant Subsidiary shall will be required to disclose to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any Person any document, information the disclosure of which is prohibited by applicable law or binding agreement or subject to attorney-client privilege or constitutes attorney-work product or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information so long as information, (xii) such confidentiality obligation was not entered into in contemplation hereof and respect of which disclosure to the Administrative Agent (yor its representatives) is prohibited by any Requirement of Law or any binding agreement (provided that, with respect to any prohibition by any binding agreement, the Borrower provides shall attempt to obtain consent to such Lender with notice that information disclosure if requested by the Administrative Agent) or (iii) is being withheld due subject to the existence of such confidentiality obligationattorney-client or similar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower and its Significant Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety, security and confidentiality; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Person any information the disclosure of which is prohibited by applicable law or binding agreement or subject to attorney-client privilege or constitutes attorney-work product or constitutes non-financial trade secrets or non-financial proprietary information so long as (x) such confidentiality obligation was not entered into in contemplation hereof and (y) the Borrower provides such Lender with notice that information is being withheld due to the existence of such confidentiality obligation.

Inspection of Property; Books and Records; Discussions. The Company shall permit and cause each of the Company’s Significant Subsidiaries to permit, any authorized representative(s) designated by either the Administrative Agent (awhich may include representatives of any Lender) Keep or, after the occurrence and during the continuation of any Default, any Lender, to visit and inspect any of the properties of the Company or any of its Significant Subsidiaries, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested, provided, that unless a Default shall have occurred and be continuing, no more than one (1) such inspection per year by the Administrative Agent shall be at the Company’s expense. Notwithstanding anything to the contrary, nothing in this Agreement will require the Company or any Subsidiary to disclose, permit the inspection, examination or making copies of, or discussion of, any document, information or other matter, or provide information (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure is prohibited by law or binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product; provided that in the event that the Company does not provide information that otherwise would be required to be provided hereunder in reliance on the exclusions in this sentence relating to violation of any obligation of confidentiality, the Company shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such obligation of confidentiality). The Company shall keep and maintain, in all material respects, proper books of records record and account on a consolidated basis in which full, true and correct entries in material conformity with GAAP and all Requirements of Law Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. The Company shall cause each of its business Significant Subsidiaries to keep and activities maintain, in all material respects, proper books of record and (b) unless account. If a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ noticethe Company, (i) permit representatives upon the Administrative Agent’s request, shall provide copies of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and such records at any reasonable time to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower and its Significant Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety, security and confidentiality; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Person any information the disclosure of which is prohibited by applicable law or binding agreement or subject to attorney-client privilege or constitutes attorney-work product or constitutes non-financial trade secrets or non-financial proprietary information so long as (x) such confidentiality obligation was not entered into in contemplation hereof and (y) the Borrower provides such Lender with notice that information is being withheld due to the existence of such confidentiality obligationAdministrative Agent or its representatives.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its businesses and activities; and except as limited by the Credit Agreement or any Confidentiality Agreement executed by any Lender, permit, during regular business hours and activities and (b) unless a Default upon reasonable notice by the Administrative Agent or Event of Default has occurred and is continuingany Lender, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of the Administrative Agent or any Lender (and their respective representatives) to visit and inspect any of its properties and examine and make abstracts from any of its consolidated books and records (other than materials protected by the attorney-client privilege and materials which the Borrower may not disclose without violation of a confidentiality obligation binding upon it) at any reasonable time and as often as may reasonably be desired, and to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the its independent certified public accountants accountants; provided that the Administrative Agent and the Lenders as a group shall be limited to one visit and inspection per calendar year; provided further, that during the existence of a Default or Event of Default, (a) the foregoing limitation on the number of visits and inspections shall not apply and any visit and inspection made during such period shall not be taken into account for purposes of such limitation and (b) any inspection of the books and records of the Borrower and its Significant Subsidiaries; provided, that Subsidiaries (and any such visits or inspections abstracts made thereof) shall not be subject limited to such conditions as the Borrower only “consolidated” books and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety, security and confidentiality; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Person any information the disclosure of which is prohibited by applicable law or binding agreement or subject to attorney-client privilege or constitutes attorney-work product or constitutes non-financial trade secrets or non-financial proprietary information so long as (x) such confidentiality obligation was not entered into in contemplation hereof and (y) the Borrower provides such Lender with notice that information is being withheld due to the existence of such confidentiality obligationrecords.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (bb)(b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (ii)(i) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and (iiii)(ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower and its Significant Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety, security and confidentiality; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Person any information the disclosure of which is prohibited by applicable law or binding agreement or subject to attorney-client privilege or constitutes attorney-work product or constitutes non-financial trade secrets or non-financial proprietary information so long as (x) such confidentiality obligation was not entered into in contemplation hereof and (y) the Borrower provides such Lender with notice that information is being withheld due to the existence of such confidentiality obligation.

Inspection of Property; Books and Records; Discussions. The Borrower will, and will cause each of its Significant Subsidiaries and EME (so long as it is a consolidated subsidiary of the Borrower) to, (a) Keep keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) unless a permit representatives of any Lender (not more frequently than once per year if no Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (iexists) permit representatives of any Lender upon reasonable notice to the Borrower to visit and inspect any of its properties and examine request and make abstracts from any obtain copies of its books financial records and records at any reasonable time to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and Borrower, its Significant Subsidiaries and EME (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives so long as it is a consolidated subsidiary of the Borrower) to meet with officers of the Borrower, such Significant Subsidiaries and EME (so long as it is a consolidated subsidiary of the Borrower) and with their independent certified public accountants of the Borrower and its Significant Subsidiariesaccountants; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and Borrower, each of its Significant Subsidiaries or EME, as the case may be, shall deem necessary based on reasonable considerations of safety, security safety and confidentialitysecurity; and provided, further, that neither the Borrower nor any Significant Subsidiary nor EME shall be required to disclose to any Person Lender or its agents or representatives any information the disclosure of which that is prohibited by applicable law or binding agreement or subject to the attorney-client privilege or constitutes attorneyattorney work-work product or constitutes non-financial trade secrets or non-financial proprietary information so long as (x) such confidentiality obligation was not entered into in contemplation hereof and (y) privilege properly asserted by the Borrower provides such Lender with notice that information is being withheld due applicable Person to prevent the existence loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality obligationagreement with third parties.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of #97331773v1298523556v3 the Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower and its Significant Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety, security and confidentiality; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Person any information the disclosure of which is prohibited by applicable law or binding agreement or subject to attorney-client privilege or constitutes attorney-work product or constitutes non-financial trade secrets or non-financial proprietary information so long as (x) such confidentiality obligation was not entered into in contemplation hereof and (y) the Borrower provides such Lender with notice that information is being withheld due to the existence of such confidentiality obligation.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its businesses and activities; and permit, during regular business hours and activities and (b) unless a Default upon reasonable notice by the Agent or Event of Default has occurred and is continuingany Lender, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of the Agent or any Lender to visit and inspect any of its properties or the Collateral and examine and make abstracts from any of its books and records (other than materials protected by the attorney-client privilege and materials which the Borrower may not disclose without violation of a confidentiality obligation binding upon it) at any reasonable time and as often as may reasonably be desired, subject to the rights of tenants in possession of all or a portion of the Mortgaged Properties pursuant to leases or other occupancy agreements permitted by hereunder, and to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the its independent certified public accountants accountants. Upon the request of the Borrower Required Lenders, the Agent, on behalf of the Lenders, may conduct (or engage a third-party to conduct) a field exam or other appraisal of the Collateral, at the Borrower's expense, and its Significant Subsidiaries; providedthe Credit Parties shall provide reasonable access to all business records and appropriate employees, that any accountants and auditors of the Credit Parties to such visits or inspections field exam. There shall be subject to such conditions as no limit on the Borrower and each number of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safetyfield exams or personal property appraisals conducted in accordance with this section; however, security and confidentiality; and provided, further, that neither the Borrower nor any Significant Subsidiary there shall be required to disclose to no more than two appraisals of real property Collateral during any Person any information the disclosure of which is prohibited by applicable law or binding agreement or subject to attorney-client privilege or constitutes attorney-work product or constitutes non-financial trade secrets or non-financial proprietary information so long as (x) such confidentiality obligation was not entered into in contemplation hereof and (y) the Borrower provides such Lender with notice that information is being withheld due to the existence of such confidentiality obligation12 month period.

Inspection of Property; Books and Records; Discussions. Permit Agent and each Bank, through their authorized attorneys, accountants and representatives: (a) Keep proper books at all reasonable times during normal business hours, upon the request of records Agent or such Bank (upon reasonable advance notice and account in which fullat the expense of Agent or such Bank, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) as applicable, unless a Default or Event of Default has occurred and is continuing), to examine Company's and each Subsidiary's books, accounts, records, ledgers and assets and properties of every kind and description wherever located; (b) at any time and from time to time, upon the request of the Majority Banks (and upon reasonable advance notice, unless a Default or Event of Default has occurred and is continuing), to conduct full or partial collateral audits of Company and the Subsidiaries to be completed by an appraiser as may be selected by Agent and the Majority Banks and consented to by Company (such consent not to be unreasonably withheld or delayed), with all reasonable costs and expenses of such audits to be reimbursed by the Borrowers, provided that, so long as no Default or Event of Default has occurred and is continuing, the Borrowers shall not be obligated to reimburse Agent and the Banks for more than once a year one such audit in any calendar year; and after at least five Business Days’ notice, (ic) permit representatives of any Lender Agent and each Bank or their authorized representatives, at reasonable times and intervals, to visit all of their respective offices, discuss their respective financial matters with their respective officers and inspect independent certified or chartered public accountants, as applicable, and, by this provision, Company authorizes such accountants to discuss the finances and affairs of Company and the Subsidiaries (provided that Company is given an opportunity to participate in such discussions) and examine any of its properties and examine and make abstracts from any of its or their books and records at any reasonable time other corporate records. Notwithstanding the foregoing, all information furnished to discuss the business, operations, properties and financial and other condition of Agent or the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower and its Significant Subsidiaries; provided, that any such visits or inspections Banks hereunder shall be subject to such conditions as the Borrower and each undertaking of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety, security and confidentiality; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Person any information the disclosure of which is prohibited by applicable law or binding agreement or subject to attorney-client privilege or constitutes attorney-work product or constitutes non-financial trade secrets or non-financial proprietary information so long as (x) such confidentiality obligation was not entered into Banks set forth in contemplation hereof and (y) the Borrower provides such Lender with notice that information is being withheld due to the existence of such confidentiality obligationSection 13.11 hereof.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) unless a Default or an Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time to discuss the business, operations, properties and financial and other condition of PCG, the Borrower and its their Significant Subsidiaries with officers and employees of PCG, the Borrower and its their Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower PCG and its Significant Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as PCG, the Borrower and each of its their Significant Subsidiaries shall deem necessary based on reasonable considerations of safety, security safety and confidentialitysecurity; and provided, further, that neither none of PCG, the Borrower nor any of their Significant Subsidiary Subsidiaries shall be required to disclose to any Person any information the disclosure of which is prohibited by applicable law or binding agreement or subject to the attorney-client privilege or constitutes attorneyattorney work-work product or constitutes non-financial trade secrets or non-financial proprietary information so long as (x) such confidentiality obligation was not entered into in contemplation hereof and (y) privilege properly asserted by the Borrower provides such Lender with notice that information is being withheld due applicable Person to prevent the existence loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality obligationagreement with third parties.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities activities, in each case in all material respects, and (b) unless a Default or at reasonable times and upon reasonable advance notice (provided no notice is required if an Event of Default has occurred and is continuing), not more than once a year and after at least five Business Days’ notice, (i) permit representatives and independent contractors of any Lender the Administrative Agent to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries Group Members with officers officers, directors and employees of the Borrower Group Members and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the their independent certified public accountants accountants; provided that such inspections shall not be undertaken more frequently once every twelve (12) months, unless an Event of Default has occurred and is continuing, in which case there shall be no limitations on the number of such inspections and audits. All such inspections and audits made in accordance with this Section 6.7 shall be at the sole expense of the Group Members. The Administrative Agent and the Lenders shall give Borrower and the opportunity to participate in any discussions with its Significant Subsidiaries; providedindependent certified public accountants. Notwithstanding anything to the contrary in this Section 6.7, that any such visits or inspections shall be subject to such conditions as none of the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety, security and confidentiality; and provided, further, that neither the Borrower nor any Significant Subsidiary shall Group Members will be required to disclose to or permit the inspection or discussion of, any Person any document, information the disclosure of which is prohibited by applicable law or binding agreement or subject to attorney-client privilege or constitutes attorney-work product or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information so long as information, (xii) such confidentiality obligation was not entered into in contemplation hereof and (y) the Borrower provides such Lender with notice that information is being withheld due respect of which disclosure to the existence Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by a Requirement of such confidentiality obligationLaw or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct complete entries in conformity with GAAP and all Requirements of Law shall be made of all its dealings and transactions in relation to its businesses and activities; and permit, during regular business hours and activities and upon reasonable prior notice by the Administrative Agent, the Administrative Agent (bwhich may be accompanied by any Lender) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records (other than materials protected by the attorney-client privilege and materials which the Borrower may not disclose without violation of a confidentiality obligation binding upon it) at any reasonable time and as often as may reasonably be desired, and to discuss the business, operations, properties and financial and other condition of the Borrower Credit Parties and its Significant their Subsidiaries with officers and employees of the Borrower Credit Parties and its Significant their Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the its independent certified public accountants (it being acknowledged and agreed that, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower and its Significant Subsidiaries; provided, that shall be afforded the reasonable opportunity to participate in any such discussion). Prior to the occurrence and continuance of a Default or Event of Default, the first such visit and/or inspection in each calendar year shall be at the Borrower’s expense, with each subsequent visit and inspection in such calendar year at the Lenders’ expense. After the occurrence and during the continuance of Default or Event of Default, all such visits or and inspections shall be subject to such conditions as at the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety, security and confidentiality; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Person any information the disclosure of which is prohibited by applicable law or binding agreement or subject to attorney-client privilege or constitutes attorney-work product or constitutes non-financial trade secrets or non-financial proprietary information so long as (x) such confidentiality obligation was not entered into in contemplation hereof and (y) the Borrower provides such Lender with notice that information is being withheld due to the existence of such confidentiality obligationBorrower’s expense.

Inspection of Property; Books and Records; Discussions. (a) Keep In the case of the Borrower, keep proper books of and records and account in which full, true and correct entries a manner to allow financial statements to be prepared in conformity with GAAP and all Requirements of Law shall be made consistently applied in respect of all dealings material financial transactions and transactions in relation to matters involving the material assets and business of the Borrower and its business Restricted Subsidiaries, taken as a whole; and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender the Administrative Agent to visit and inspect any of its properties and examine and and, to the extent reasonable, make abstracts from any of its books and records at any reasonable time and to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Restricted Subsidiaries with officers and employees of the Borrower and its Significant Restricted Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the its independent certified public accountants accountants, in each case at any reasonable time, upon reasonable notice; provided that (a) except during the continuation of an Event of Default, only one such visit shall be at the Borrower’s expense, and (b) during the continuation of an Event of Default, the Administrative Agent or its representatives may do any of the Borrower and its Significant Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as foregoing at the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety, security and confidentialityBorrower’s expense; and provided, further, that neither representatives of the Borrower nor may be present during any Significant such visits, discussions and inspections. Notwithstanding anything to the contrary in Subsection 7.2(d) or in this Subsection 7.6, none of the Borrower or any Restricted Subsidiary shall will be required to disclose to or permit the inspection or discussion of, any Person any document, information the disclosure of which is prohibited by applicable law or binding agreement or subject to attorney-client privilege or constitutes attorney-work product or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information so long as information, (xii) such confidentiality obligation was not entered into in contemplation hereof and (y) the Borrower provides such Lender with notice that information is being withheld due respect of which disclosure to the existence Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of such confidentiality obligationLaw or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ ' notice, (i) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower and its Significant Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety, security safety and confidentialitysecurity; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Person Lender or its agents or representatives any information the disclosure of which is prohibited by applicable law or binding agreement or subject to the attorney-client privilege or constitutes attorneyattorney work-work product or constitutes non-financial trade secrets or non-financial proprietary information so long as (x) such confidentiality obligation was not entered into in contemplation hereof and (y) privilege properly asserted by the Borrower provides such Lender with notice that information is being withheld due applicable Person to prevent the existence loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality obligationagreement with third parties.

Inspection of Property; Books and Records; Discussions. (a) Keep (and ensure each other Obligor shall keep) proper books of records and account in which full, true and correct entries in conformity with applicable GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and Legal Requirements. (b) unless a Default or Subject to any Macau Gaming Laws restricting such actions and, where no Event of Default has occurred and which is continuing, not more than once a year prior reasonable request and after at least five Business Days’ notice, procure (iand ensure each other Obligor procures) permit representatives that each of any Lender the Agents or their respective nominees and the Technical Adviser (each a “Relevant Person”) be allowed reasonable rights of inspection and access during normal business hours to visit the Site Facilities, the Projects, the Auditors and inspect any of its properties other Company and examine Obligor officers, the Company’s and make abstracts from any of its each other Obligor’s accounting books and records and any other documents relating to the Projects as they may reasonably require, and so as not unreasonably to interfere with the operations of the Company or any Major Project Participant and to take copies of any documents inspected. Any information and documents made available for inspection by a Relevant Person pursuant to this paragraph shall be made available subject to customary confidentiality undertakings being executed by such Relevant Person. (c) For all expenditures with respect to which Advances under the Term Loan Facilities are made, the Company shall retain, until at any reasonable time to discuss least three years after delivery of the businesslast report specified in paragraph 2(b) of this Part A for the Fiscal Year in which the last Advance was made under the Term Loan Facilities, operations, properties and financial all records and other condition documents evidencing such expenditures as are required hereunder to be attached to an Advance Request made in respect of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower and its Significant Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety, security and confidentiality; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Person any information the disclosure of which is prohibited by applicable law or binding agreement or subject to attorney-client privilege or constitutes attorney-work product or constitutes non-financial trade secrets or non-financial proprietary information so long as (x) such confidentiality obligation was not entered into in contemplation hereof and (y) the Borrower provides such Lender with notice that information is being withheld due to the existence of such confidentiality obligationTerm Loan Facility.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records record and account in which full, true and correct entries in conformity with GAAP prudent business practices and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities activities; and permit representatives of the Agent and each Lender during normal business hours and upon reasonable notice (b) unless a Default or an Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of in which case no such notice from the Agent or any Lender shall be required) to visit and inspect any of its properties and properties, examine and make abstracts from any of its books and records and conduct asset/system reviews and/or appraisals (such asset/system reviews and appraisals to be at the Lenders' expense if no Default or Event of Default exists and otherwise at the Borrower's sole cost and expense; provided that the Borrower shall not be required to pay for more than two appraisals during the term hereof) at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of any Person constituting the Borrower and its Significant Subsidiaries with officers and employees of the Borrower such Person and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the its independent certified public accountants accountants. Without limiting the generality of the Borrower foregoing, GSI shall provide the Agent and its Significant Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety, security and confidentiality; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Person any information the disclosure of which is prohibited by applicable law or binding agreement or subject to attorney-client privilege or constitutes attorney-work product or constitutes non-financial trade secrets or non-financial proprietary information so long as (x) such confidentiality obligation was not entered into in contemplation hereof and (y) the Borrower provides such Lender with notice that information is being withheld due representatives sufficient access to the existence Mortgaged Property to permit a Phase I environmental site assessment in compliance with ASTM E1527-97 to be conducted (provided that the cost of providing such confidentiality obligationassessment shall not be charged to Borrower).

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP (or SAP as applicable) and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ upon reasonable prior notice, (i) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Parent, the Primary Borrower and its Significant Subsidiaries with officers and employees of the Parent, the Primary Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives and, so long as a representative of the Borrower) to meet Primary Borrower is present during such discussions (unless a Default has occurred and is continuing), with the its independent certified public accountants of the Borrower and its Significant Subsidiaries; provided, accountants. It is understood that (i) any such visits information obtained by any Lender in any visit or inspections inspection pursuant to this Section shall be subject to such conditions as the Borrower confidentiality requirements of Section 10.14, (ii) the Parent and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safetythe Borrowers may impose, security and confidentiality; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose with respect to any Person Lender or any information Affiliate of any Lender reasonably deemed by the disclosure of Parent to be engaged significantly in a business which is prohibited by applicable law or binding agreement or subject directly competitive with any material business of the Parent, the Borrowers and their Subsidiaries, reasonable restrictions on access to attorney-client privilege or constitutes attorney-work product or constitutes non-financial trade secrets or non-financial proprietary information of the Parent, the Borrowers and their Subsidiaries and (iii) so long as (x) such confidentiality obligation was not entered into in contemplation hereof and (y) no Default shall be continuing, the Borrower provides such Lender Lenders will coordinate their visits through the Administrative Agent with notice that information is being withheld due a view to preventing the visits provided for by this Section from becoming unreasonably burdensome to the existence of such confidentiality obligationParent, the Borrowers and their Subsidiaries.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any the Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders Lender (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower and its Significant Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety, security safety and confidentialitysecurity; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Person the Lender or its agents or representatives any information the disclosure of which is prohibited by applicable law or binding agreement or subject to the attorney-client privilege or constitutes attorneyattorney work-work product or constitutes non-financial trade secrets or non-financial proprietary information so long as (x) such confidentiality obligation was not entered into in contemplation hereof and (y) privilege properly asserted by the Borrower provides such Lender with notice that information is being withheld due applicable Person to prevent the existence loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality obligationagreement with third parties.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time to discuss the business, operations, properties and financial and other condition of the Borrower and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of the Borrower and its Significant Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety, security and confidentiality; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Person any information the disclosure of which is prohibited by applicable law or binding agreement or subject to attorney-client privilege or constitutes attorney-work product or constitutes non-financial trade secrets or non-financial proprietary information so long as (x) such confidentiality obligation was not entered into in contemplation hereof and (y) the Borrower provides such Lender with notice that information is being withheld due to the existence of such confidentiality obligation.

Inspection of Property; Books and Records; Discussions. (a) Keep (i) In the case of the Parent, keep proper books of and records and account in which full, true and correct entries a manner to allow financial statements to be prepared in conformity with GAAP and all Requirements of Law shall be made consistently applied in respect of all dealings material financial transactions and transactions in relation to matters involving the material assets and business of the Parent and its business and activities Restricted Subsidiaries, taken as a whole; and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (iii) permit representatives of any Lender the Administrative Agent to visit and inspect any of its properties and examine and and, to the extent reasonable, make abstracts from any of its books and records at any reasonable time and to discuss the business, operations, properties and financial and other condition of the Borrower Parent and its Significant Restricted Subsidiaries with officers of the Parent and employees its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired; provided that representatives of the Borrower Representative may be present during any such visits, discussions and inspections. Each Borrower shall keep records of its Significant Subsidiaries Inventory in a manner to allow the Borrowing Base Certificate to be prepared in accordance with this Agreement. Upon the Administrative Agent’s reasonable request, the Parent will provide a summary inventory report (based on its customary methodology and, in form and (iisubstance, as prepared for its internal purposes) use commercially reasonable efforts no more than once per year and at a time prepared by the Parent for its internal purposes in its ordinary course of business. Notwithstanding anything to provide for the Lenders (contrary in the presence of representatives Subsection 7.2(f) or in this Subsection 7.6, none of the Borrower) to meet with the independent certified public accountants of the Borrower and its Significant Subsidiaries; provided, that Parent or any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety, security and confidentiality; and provided, further, that neither the Borrower nor any Significant Restricted Subsidiary shall will be required to disclose to disclose, or permit the inspection or discussion of, any Person any document, information the disclosure of which is prohibited by applicable law or binding agreement or subject to attorney-client privilege or constitutes attorney-work product or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product. (b) At reasonable times during normal business hours and upon reasonable prior notice that the Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent and its Restricted Subsidiaries will grant access to the Administrative Agent (including employees of the Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to such Person’s premises, books, records, accounts and Inventory so long as that (xi) the Administrative Agent or an appraiser retained by the Administrative Agent may conduct an Inventory appraisal and (ii) the Administrative Agent may conduct (or engage third parties to conduct) such confidentiality obligation was not entered into field examinations, verifications and evaluations (including environmental assessments) as the Administrative Agent may deem reasonably necessary or appropriate, including evaluation of the Parent’s practices in contemplation hereof and (y) the computation of the Borrowing Base. Unless an Event of Default exists, or if previously approved by the Borrower provides Representative, no environmental assessment by the Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. The Administrative Agent may conduct one field examination and one Inventory appraisal in any calendar year that Excess Availability has not been less than 15.0% of Availability for a period of 10 consecutive Business Days during such Lender with notice that information is being withheld due calendar year, and the Administrative Agent may conduct in any calendar year, at the Loan Parties’ expense, up to two field examinations and two Inventory appraisals if Excess Availability falls below 15.0% of Availability for 10 consecutive Business Days at any time in such calendar year. Notwithstanding anything to the existence contrary contained herein, after the occurrence and during the continuance of any Event of Default the Administrative Agent may cause such confidentiality obligationadditional field examinations and Inventory appraisals to be taken for each of the Loan Parties as the Administrative Agent in its reasonable discretion determines are necessary or appropriate (each, at the expense of the Loan Parties). All amounts chargeable to the applicable Borrowers under this Subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder. Notwithstanding the foregoing, the Borrower Representative may at any time, in its sole discretion, instruct the Administrative Agent in writing to suspend the inclusion of any Eligible Inventory in the Borrowing Base and from and after any such suspension the Administrative Agent may not conduct any Inventory appraisals. Following any such suspension, at any time the Borrower Representative may instruct the Administrative Agent in writing to terminate such suspension period and include Eligible Inventory in the Borrowing Base on the conditions and terms set forth herein, provided that the Administrative Agent has the right to conduct an Inventory appraisal prior to including any Eligible Inventory in the Borrowing Base.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries a manner to allow financial statements to be prepared in conformity with GAAP and all Requirements of Law shall be made in respect of all material dealings and transactions in relation to its business and activities activities; and (b) unless a Default or Event of Default has occurred and is continuing, not more than once a year and after at least five Business Days’ notice, (i) permit representatives of any Lender the Administrative Agent and the Collateral Agent to visit and inspect any of its properties and examine and and, to the extent reasonable, make abstracts from any of its books and records at any reasonable time and to discuss the business, operations, properties and financial and other condition of the Borrower Holdings and its Significant Restricted Subsidiaries with officers and employees of the Borrower Holdings and its Significant Restricted Subsidiaries and (ii) use commercially with its independent certified public accountants, in each case at any reasonable efforts to provide for the Lenders (in the presence of time, upon reasonable notice, provided that representatives of the Parent Borrower may be present during any such visits, discussions and inspections and, provided further that (a) except during the continuation of an Event of Default, only one such visit shall be at the Parent Borrower’s expense, and (b) to meet with during the independent certified public accountants continuation of an Event of Default, the Agents and their representatives may do any of the Borrower and its Significant Subsidiaries; providedforegoing as often as may be reasonably desired at the Parent Borrower’s expense. Notwithstanding anything to the contrary in this subsection 7.6, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety, security and confidentiality; and provided, further, that neither the Borrower nor any Significant Subsidiary shall no Loan Party will be required to disclose to or permit the inspection or discussion of, any Person any document, information the disclosure of which is prohibited by applicable law or binding agreement or subject to attorney-client privilege or constitutes attorney-work product or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information information, (ii) in respect of which disclosure to the Agents or any other Lender (or their respective representatives) is prohibited by any Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product. (b) At reasonable times during normal business hours and upon reasonable prior notice that the Collateral Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, Holdings and its Restricted Subsidiaries will grant access to the Collateral Agent (including employees of the Collateral Agent or any consultants, accountants, lawyers and appraisers retained by the Collateral Agent) to such Person’s premises, books, records, accounts and Inventory so long as that (xi) the Collateral Agent or an appraiser retained by the Collateral Agent may conduct an Inventory appraisal and (ii) the Collateral Agent may conduct (or engage third parties to conduct) such confidentiality obligation was not entered into field examinations, verifications and evaluations (including environmental assessments) as the Collateral Agent may deem reasonably necessary or appropriate, including evaluation of the Parent Borrower’s practices in contemplation hereof the computation of the Borrowing Base. Unless an Event of Default exists, or if previously approved by the Parent Borrower, no environmental assessment by the Collateral Agent may include any sampling or testing of the soil, surface water or groundwater. The Collateral Agent may conduct one field examination and (y) one Inventory appraisal in each calendar year in each case for all of the Borrower provides Loan Parties each at the Loan Parties’ expense; provided that the Collateral Agent may conduct up to two field examinations and two Inventory appraisals in a calendar year if Excess Availability falls below 20% of Availability for five consecutive Business Days at any time in such Lender with notice that information is being withheld due calendar year, each at the Loan Parties’ expense. Notwithstanding anything to the existence contrary contained herein, after the occurrence and during the continuance of any Event of Default the Collateral Agent may cause such confidentiality obligationadditional field examinations and Inventory appraisals to be taken for each of the Loan Parties as the Collateral Agent in its reasonable discretion determines are necessary or appropriate (each, at the expense of the Loan Parties). All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute Obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder. Notwithstanding the foregoing, the Parent Borrower may at any time, in its sole discretion, instruct the Collateral Agent in writing to suspend the inclusion of any Eligible Inventory in the Borrowing Base and from and after any such suspension the Collateral Agent may not conduct any Inventory appraisals. Following any such suspension, at any time the Parent Borrower may instruct the Collateral Agent in writing to terminate such suspension period and include Eligible Inventory in the Borrowing Base on the conditions and terms set forth herein, provided that the Collateral Agent has the right to conduct an Inventory appraisal prior to including any Eligible Inventory in the Borrowing Base.

Inspection of Property; Books and Records; Discussions. (a) Keep Borrower shall keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements requirements of Law law in all material respects shall be made of all dealings and transactions in relation to its business and activities activities; and at any reasonable time and as often as may reasonably be desired (b) unless a Default or but, absent an Event of Default has occurred and is continuingDefault, not more frequently than once a year and after at least five Business Days’ notice, (ifor each calendar year) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and to discuss the business, operations, properties and financial and other condition of Borrower and the Subsidiaries with Responsible Officers of Borrower and the Subsidiaries and with its independent certified public accountants. If requested by the Agent, the Borrower shall issue, and its Significant Subsidiaries with officers and employees of the Borrower and its Significant Subsidiaries and (ii) use commercially reasonable efforts shall cause any Subsidiary to provide for the Lenders (in the presence of representatives of the Borrower) issue, written instructions to meet with the their respective independent certified public accountants authorizing them to communicate with the Agent and to release to the Agent whatever financial information concerning the Borrower or any Subsidiary that the Agent may request. Upon the occurrence of an Event of Default, effective upon the Agent's request, the Borrower hereby irrevocably authorizes and directs, and shall cause any Subsidiary to authorize and direct, all auditors, accountants, or other third parties to deliver to the Agent, at the Borrower's expense, copies of the Borrower Borrower's or Subsidiary's financial statements, papers related thereto, and its Significant Subsidiaries; providedother accounting records of any nature in their possession, that any such visits or inspections shall be subject to such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety, security and confidentiality; and provided, further, that neither the Borrower nor any Significant Subsidiary shall be required to disclose to any Person the Bank any information they may have regarding each of the disclosure of which is prohibited by applicable law Borrower's or binding agreement or subject to attorney-client privilege or constitutes attorney-work product or constitutes non-Subsidiary's business affairs and financial trade secrets or non-financial proprietary information so long as (x) such confidentiality obligation was not entered into in contemplation hereof and (y) the Borrower provides such Lender with notice that information is being withheld due to the existence of such confidentiality obligationcondition.