Common use of Inspection of Property, Books and Records Clause in Contracts

Inspection of Property, Books and Records. The Guarantor will keep, and will cause each Material Subsidiary and Subsidiary Account Party to keep, proper books of record and account in which entries that are full, true and correct in all material respects shall be made of all dealings and transactions in relation to its business and activities; and, subject in all cases to Section 8.09, will permit, and will cause each Material Subsidiary and Subsidiary Account Party to permit, representatives of the LC Issuer to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees, actuaries and independent public accountants, all upon reasonable notice, at such reasonable times during ordinary business hours; provided that such inspections shall be limited to once per fiscal year of the Guarantor, unless an Event of Default shall have occurred and be continuing, in which case such inspection rights may be exercised as often as the LC Issuer desires and at the expense of the Guarantor; provided, further, that neither the Guarantor nor any of its Subsidiaries shall be required to disclose any (i) trade secrets of the Guarantor or its Subsidiaries, (ii) information subject to attorney-client privilege to the extent disclosure thereof would impair such privilege or (iii) information subject to confidentiality obligations to third parties the disclosure of which would cause the Guarantor or any of its Subsidiaries to be in breach of such obligations.

Inspection of Property, Books and Records. The Guarantor Each Borrower will keep, and will cause each Material Subsidiary and Subsidiary Account Party to keep, proper books of record and account substantially in accordance with GAAP in which entries that are full, true and correct in all material respects entries shall be made of all dealings and transactions in relation to its business and activities; and, subject in all cases to Section 8.09, and will permit, and will cause each Material Subsidiary and Subsidiary Account Party to permit, during normal business hours at the sole cost of the applicable Borrower or any applicable Subsidiary, representatives of the LC Issuer Agent to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records records, to conduct a collateral audit and analysis of their respective operations and the Collateral, to evaluate and make physical verifications and appraisals of the Inventory and other Collateral in any manner and through any medium that Agent considers advisable, to verify the amount and age of the Accounts, the identity and credit of the respective Account Debtors, to review the billing practices of Borrowers and to discuss their respective affairs, finances and accounts with their respective officers, employees, actuaries employees and independent public accountants, all upon reasonable notice, at such reasonable times during ordinary business hours; provided that such inspections shall accountants as often as may reasonably be limited to once per fiscal year desired. In the absence of the Guarantor, unless a Default or an Event of Default which is continuing (i) such inspections and audits shall have occurred be conducted no more often than two (2) times every twelve (12) months, and be continuing, in which case (ii) Agent exercising any rights pursuant to this Section 4.6 shall give the applicable Borrower or any applicable Subsidiary commercially reasonable prior notice of such inspection rights may be exercised as often as the LC Issuer desires and at the expense of the Guarantor; provided, further, that neither the Guarantor nor any of its Subsidiaries exercise. No notice shall be required to disclose during the existence and during the continuance of any (i) trade secrets of the Guarantor or its Subsidiaries, (ii) information subject to attorney-client privilege to the extent disclosure thereof would impair such privilege or (iii) information subject to confidentiality obligations to third parties the disclosure of which would cause the Guarantor Default or any of its Subsidiaries to be in breach of such obligationstime during which Agent reasonably believes a Default exists.

Inspection of Property, Books and Records. The Guarantor Borrower will (i) keep, and will cause each Material Subsidiary and Subsidiary Account Party of its Subsidiaries to keep, proper books of record and account in which entries that are full, true and correct entries in all material respects conformity with GAAP shall be made of all dealings and transactions in relation to its business and activities; and, subject in all cases to Section 8.09, will (ii) permit, and will cause each Material Subsidiary of the Borrower and Subsidiary Account each Loan Party to permit, representatives with at least five (5) Domestic Business Days’ prior notice (or such lesser time period agreed upon by the Administrative Agent and the Borrower), which notice shall not be required in the case of an emergency, the Administrative Agent or its designee, at the expense of the LC Issuer Borrower and Loan Parties, to perform periodic field audits and investigations of the Borrower, the Loan Parties and the Collateral, from time to time; and (iii) permit, and will cause each Subsidiary to permit, with at least five (5) Domestic Business Days’ prior notice (or such lesser time period agreed upon by the Administrative Agent and the Borrower), the Administrative Agent or its designee, at the expense of the Borrower and the Loan Parties, to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees, actuaries employees and independent public accountants, all upon reasonable notice, at such reasonable times during ordinary business hours; provided that the Borrower shall only be required to reimburse the Administrative Agent for only one such inspections shall be limited to once per fiscal year of the Guarantor, inspection each Fiscal Quarter unless an Event of a Default shall have occurred and be continuing. The Loan Parties agree to cooperate and assist in such visits and inspections, in which each case at such inspection rights may be exercised reasonable times and as often as the LC Issuer desires and at the expense of the Guarantor; provided, further, that neither the Guarantor nor any of its Subsidiaries shall may reasonably be required to disclose any (i) trade secrets of the Guarantor or its Subsidiaries, (ii) information subject to attorney-client privilege to the extent disclosure thereof would impair such privilege or (iii) information subject to confidentiality obligations to third parties the disclosure of which would cause the Guarantor or any of its Subsidiaries to be in breach of such obligationsdesired.

Inspection of Property, Books and Records. The Guarantor Company will keep, and will cause each Material Subsidiary and Subsidiary Account Party to keep, proper books of record and account in which entries that are full, true and correct in all material respects shall be made of all dealings and transactions in relation to its business and activities; and, subject in all cases to Section 8.0910.11, will permit, and will cause each Material Subsidiary and Subsidiary Account Party to permit, representatives of the LC Issuer Administrative Agent (and if a Default shall have occurred and be continuing, representatives reasonably designated by any Bank) to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees, actuaries and independent public accountants, all upon reasonable notice, at such reasonable times during ordinary business hours; provided that such inspections shall be limited to once per fiscal year of the GuarantorCompany, unless an Event of Default shall have occurred and be continuing, in which case such inspection rights may be exercised as often as the LC Issuer desires Banks desire and at the expense of the GuarantorCompany; provided, further, that neither the Guarantor Company nor any of its Subsidiaries shall be required to disclose any (i) trade secrets of the Guarantor Company or its Subsidiaries, (ii) information subject to attorney-client privilege to the extent disclosure thereof would impair such privilege or (iii) information subject to confidentiality obligations to third parties the disclosure of which would cause the Guarantor Company or any of its Subsidiaries to be in breach of such obligations.

Inspection of Property, Books and Records. The Guarantor Each of the Parent and the Borrower will keep, and will cause each Material Subsidiary and Subsidiary Account Party of their respective Subsidiaries to keep, proper books of record and account in which entries that are full, true and correct in all material respects entries shall be made of all material dealings and transactions in relation to its business and activities; and, subject in all cases except to Section 8.09the extent prohibited by applicable Law, rule, regulations or orders, will permit, and will cause each Material Subsidiary and Subsidiary Account Party of their respective Subsidiaries to permit, representatives of the LC Issuer Administrative Agent or any Lender at such Person’s expense (which expense shall not be subject to reimbursement by the Borrower hereunder except in the case of the Administrative Agent while an Event of Default exists) to visit and inspect any of their respective propertiesproperties (subject to the rights of tenants in possession thereof and to any limitations on the inspection rights of the Parent or the Borrower in connection therewith), to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees, actuaries employees and independent public accountants, all upon reasonable noticeprior written notice to the Borrower, all at such reasonable times during ordinary and as often as may reasonably be desired, without unreasonable interference to the business hoursoperations of the Parent, the Borrower or their respective Subsidiaries; provided provided, however, that no such inspections notice shall be limited to once per fiscal year of required by the Guarantor, unless Administrative Agent while an Event of Default shall have occurred and be continuing, in which case such inspection rights may be exercised as often as the LC Issuer desires and at the expense of the Guarantor; provided, further, that neither the Guarantor nor any of its Subsidiaries shall be required to disclose any (i) trade secrets of the Guarantor or its Subsidiaries, (ii) information subject to attorney-client privilege to the extent disclosure thereof would impair such privilege or (iii) information subject to confidentiality obligations to third parties the disclosure of which would cause the Guarantor or any of its Subsidiaries to be in breach of such obligationsexists.

Inspection of Property, Books and Records. The Guarantor Company will keep, and will cause each Material Subsidiary and Subsidiary Account Party to keep, proper books of record and account in which entries that are full, true and correct in all material respects shall be made of all dealings and transactions in relation to its business and activities; and, subject in all cases to Section 8.0910.11, will permit, and will cause each Material Subsidiary and Subsidiary Account Party to permit, representatives of the LC Issuer Administrative Agent (and if a Default shall have occurred and be continuing, representatives reasonably designated by any Bank) to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees, actuaries and independent public accountants, all upon reasonable notice, at such reasonable times during ordinary business hours; provided that such inspections shall be limited to once per fiscal year of the GuarantorCompany, unless an Event of Default shall have occurred and be continuing, in which case such inspection rights may be exercised as often as the LC Issuer desires Banks desire and at the expense of the GuarantorCompany; provided, further, that neither the Guarantor Company nor any of its Subsidiaries shall be required to disclose any (i) trade secrets of the Guarantor Company or its Subsidiaries, (ii) information subject to attorney-client privilege to the extent disclosure thereof would impair such privilege or (iii) information subject to confidentiality obligations to third parties the disclosure of which would cause the Guarantor Company or any of its Subsidiaries to be in breach of such obligations.

Inspection of Property, Books and Records. The Guarantor will keep, and will cause each Material Subsidiary and Subsidiary Account Party to keep, proper books of record and account in which entries that are full, true and correct in all material respects shall be made of all dealings and transactions in relation to its business and activities; and, subject in all cases to Section 8.09, will permit, and will cause each Material Subsidiary and Subsidiary Account Party to permit, representatives of the LC Issuer to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees, actuaries and independent public accountants, all upon reasonable notice, at such reasonable times during ordinary business hours; provided that such inspections shall be limited to once per fiscal year of the Guarantor, unless such inspection is required by a regulator or other governmental authority or unless an Event of Default shall have occurred and be continuing, in which case such inspection rights may be exercised as required by such governmental authority or, in the case of an Event of Default, as often as the LC Issuer desires and at the expense of the Guarantor; provided, further, that neither the Guarantor nor any of its Subsidiaries shall be required to disclose any (i) trade secrets of the Guarantor or its Subsidiaries, (ii) information subject to attorney-client privilege to the extent disclosure thereof would impair such privilege or (iii) information subject to confidentiality obligations to third parties the disclosure of which would cause the Guarantor or any of its Subsidiaries to be in breach of such obligations.

Inspection of Property, Books and Records. The Guarantor Borrower will (i) keep, and will cause each Material Subsidiary of its Subsidiaries to keep its books and Subsidiary Account Party to keep, proper books of record and account records in which entries that are full, true and correct in all material respects shall be made of conformity with GAAP for all dealings and transactions in relation to its business and activities; and, subject in all cases to Section 8.09, will (ii) permit, and will cause each Material Subsidiary of the Borrower and Subsidiary Account each Loan Party to permit, representatives at reasonable times with at least five (5) Domestic Business Days’ prior notice (or such lesser time period agreed upon by the Administrative Agent and the Borrower), which notice shall not be required in the case of an emergency, the Administrative Agent or its designee, at the expense of the LC Issuer Borrower and Loan Parties, to perform periodic field audits and investigations of the Borrower, the Loan Parties and the Collateral, from time to time; and (iii) permit, and will cause each Subsidiary to permit, with at least five (5) Domestic Business Days’ prior notice (or such lesser time period agreed upon by the Administrative Agent and the Borrower), the Administrative Agent or its designee, at the expense of the Borrower and the Loan Parties, to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees, actuaries employees and independent public accountants, all upon reasonable notice, at such reasonable times during ordinary business hours; provided that the Borrower shall only be required to reimburse the Administrative Agent for only one such inspections shall be limited to once per fiscal year of the Guarantor, inspection each Fiscal Quarter unless an Event of a Default shall have occurred and be continuing. The Loan Parties agree to cooperate and assist in such visits and inspections, in which each case at such inspection rights may be exercised reasonable times and as often as the LC Issuer desires and at the expense of the Guarantor; provided, further, that neither the Guarantor nor any of its Subsidiaries shall may reasonably be required to disclose any (i) trade secrets of the Guarantor or its Subsidiaries, (ii) information subject to attorney-client privilege to the extent disclosure thereof would impair such privilege or (iii) information subject to confidentiality obligations to third parties the disclosure of which would cause the Guarantor or any of its Subsidiaries to be in breach of such obligationsdesired.

Inspection of Property, Books and Records. The Guarantor Each Credit Party will keep, and will cause each Material Subsidiary and Subsidiary Account Party to keep, proper books of record substantially in accordance with GAAP; and account in which entries that are full, true and correct in all material respects shall be made of all dealings and transactions in relation to its business and activities; and, subject in all cases to Section 8.09, will permit, and will cause each Material Subsidiary and Subsidiary Account Party to permit, during normal business hours, at the sole cost of the applicable Credit Party or any applicable Subsidiary, representatives of the LC Issuer Agent to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records records, to conduct a collateral audit and analysis of their respective operations and the Collateral, to evaluate and make physical verifications and appraisals of the Inventory and other Collateral in any manner and through any medium that Agent considers advisable, to verify the amount and age of the Accounts, the identity and credit of the respective Account Debtors, to review the billing practices of Credit Parties and to discuss their respective affairs, finances and accounts with their respective officers, employees, actuaries employees and independent public accountants, all upon reasonable notice, at such reasonable times during ordinary business hoursaccountants as often as may reasonably be desired; provided that such inspections (1) neither the Agent nor any of its representatives shall be entitled to take copies, extracts, or photos of any information that contains trade secrets, is subject to legal privilege, in each case, as determined by the Borrowers acting reasonably and in good faith and (2) any inspection or audit rights in the Financing MidCap / Omada Health / Credit, Security and Guaranty Agreement Documents shall be limited to once per fiscal year the extent necessary to comply with Laws concerning the privacy of patient information, including Personal Information. In the Guarantor, unless absence of an Event of Default shall have occurred and be which is continuing, in which case (i) such inspection inspections and audits shall be conducted no more often than two (2) times every twelve (12) months, and (ii) Agent exercising any rights may be exercised as often as pursuant to this Section 4.6 shall give the LC Issuer desires and at the expense applicable Credit Party or any applicable Subsidiary commercially reasonable prior notice of the Guarantor; provided, further, that neither the Guarantor nor any of its Subsidiaries such exercise. No notice shall be required to disclose during the existence and continuance of any (i) trade secrets Event of the Guarantor or its Subsidiaries, (ii) information subject to attorney-client privilege to the extent disclosure thereof would impair such privilege or (iii) information subject to confidentiality obligations to third parties the disclosure of which would cause the Guarantor or any of its Subsidiaries to be in breach of such obligationsDefault.

Inspection of Property, Books and Records. The Guarantor (a) Borrower will keep, and will cause each Material Subsidiary and Subsidiary Account Party to keep, proper books of record and account in accordance with GAAP in which entries that are full, true and correct in all material respects entries shall be made of all dealings and transactions in relation to its business and activities; and, subject in all cases to Section 8.09, and will permit, and will cause each Material Subsidiary and Subsidiary Account Party to permit, at the sole cost of Borrower or any applicable Subsidiary, representatives of the LC Issuer Administrative Agent and of any Lender (but at such Lender’s expense unless such visit or inspection is made concurrently with Administrative Agent) to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records (including, without limitation, the Backup Books and Records), to conduct a collateral audit and analysis of their respective Inventory and Accounts and to discuss their respective affairs, finances and accounts with their respective officers, employees, actuaries employees and independent public accountantsaccountants as often as may reasonably be desired. In the absence of an Event of Default, Administrative Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give Borrower or any applicable Subsidiary commercially reasonable prior written notice of such exercise. No notice shall be required during the existence and continuance of any Event of Default. (b) Without limiting of the generality of the foregoing, Borrower will, and will cause each Subsidiary to, maintain a duplicate copy of all upon reasonable noticeof its books and records in electronic or other computerized form or in such other medium as may be acceptable to Administrative Agent (the “Backup Books and Records”), at such reasonable times during ordinary business hours; provided that such inspections locations as shall be limited acceptable to once per fiscal year of Administrative Agent, and to back-up or update, no less frequently than weekly, the GuarantorBackup Books and Records. Borrower will, unless an Event of Default shall have occurred and be continuingwill cause each Subsidiary to, in which case take all such inspection rights may be exercised as often as the LC Issuer desires action to provide access by Administrative Agent and at the expense of the Guarantor; provided, further, that neither the Guarantor nor any of its Subsidiaries shall be required to disclose any (i) trade secrets of the Guarantor or its Subsidiaries, (ii) information subject to attorney-client privilege representatives to the extent disclosure thereof would impair Backup Books and Records on such privilege or (iii) information subject terms and conditions, and pursuant to confidentiality obligations to third parties the disclosure of which would cause the Guarantor or any of its Subsidiaries to be in breach of such obligationsaccess agreements and other agreements, as Administrative Agent shall request.

Inspection of Property, Books and Records. (a) The Guarantor Lessee will keep, and will cause each Material Consolidated Subsidiary and Subsidiary Account Party to keep, proper books of record and account in which entries that are full, true and correct entries in all material respects conformity with GAAP shall be made of all dealings and transactions in relation to its business and activities; and. (b) Prior to the occurrence of an Event of Default or a Potential Event of Default, subject the Lessee will, and the Lessee will cause each Consolidated Subsidiary to, permit representatives of any Funding Party at such Funding Party's expense after reasonable notice during regular business hours (which date of visit shall be mutually agreed upon but shall not be later than 2 weeks after the date requested by such Funding Party) to visit and inspect, in all cases the company of any of the Principal Officers or their designees and their independent public accountants, any of their respective properties, and to Section 8.09examine and make abstracts from any of their respective books and records and to discuss with any of the Principal Officers the respective affairs, finances and accounts of the Lessee and its Subsidiaries. (c) After the occurrence of an Event of Default or a Potential Event of Default, the Lessee will permit, and the Lessee will cause each Material Consolidated Subsidiary and Subsidiary Account Party to permit, at the Lessee's expense, representatives of the LC Issuer any Funding Party to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees, actuaries employees and independent public accountants. The Lessee agrees to cooperate and assist in such visits and inspections set forth in paragraphs (b) and (c) above in this Section, all upon reasonable notice, in each case at such reasonable times during ordinary business hours; provided that such inspections shall be limited to once per fiscal year of the Guarantor, unless an Event of Default shall have occurred and be continuing, in which case such inspection rights may be exercised as often as the LC Issuer desires and at the expense of the Guarantor; providedmay reasonably be desired. Provided, furtherhowever, that neither the Guarantor nor any of its Subsidiaries shall be required to disclose any (i) trade secrets of the Guarantor in no event shall any Funding Party have access to (1) information prohibited by law or its Subsidiaries(2) Restricted Information, (ii) information subject Lessee may designate an employee to attorney-client privilege to the extent disclosure thereof would impair such privilege or accompany any Funding Party, and (iii) in the event any Funding Party desires to inspect confidential matters (which matters shall in no event include financial information subject to confidentiality obligations to third parties and data of the disclosure of which would cause the Guarantor Lessee or any of its Subsidiaries or other information the Funding Parties may require in order to be in breach of determine compliance with this Agreement) under this Section, such obligationsFunding Party shall execute a confidentiality agreement relating to such matters, which agreement shall contain reasonable terms acceptable to such Funding Party and its counsel.

Inspection of Property, Books and Records. The Guarantor Company will keep, and will cause each Material Subsidiary and Subsidiary Account Party to keep, proper books of record and account in which entries that are full, true and correct in all material respects shall be made of all dealings and transactions in relation to its business and activities; and, subject in all cases to Section 8.099.11, will permit, and will cause each Material Subsidiary and Subsidiary Account Party to permit, representatives of the LC Issuer Administrative Agent to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees, actuaries and independent public accountants, all upon reasonable notice, at such reasonable times during ordinary business hours; provided that such inspections shall be limited to once per fiscal year of the GuarantorCompany, unless an Event of Default shall have occurred and be continuing, in which case such inspection rights may be exercised as often as the LC Issuer desires Banks desire and at the expense of the GuarantorCompany; provided, further, provided further that neither the Guarantor Company nor any of its Subsidiaries shall be required to disclose any (i) trade secrets of the Guarantor Company or its Subsidiaries, (ii) information subject to attorney-client privilege to the extent disclosure thereof would impair such privilege or (iii) information subject to confidentiality obligations to third parties the disclosure of which would cause the Guarantor Company or any of its Subsidiaries to be in breach of such obligations.

Inspection of Property, Books and Records. The Guarantor Company will keep, and will cause each Material Subsidiary and Subsidiary Account Party to keep, proper books of record and account in which entries that are full, true and correct in all material respects shall be made of all dealings and transactions in relation to its business and activities; and, subject in all cases to Section 8.0910.11, will permit, and will cause each Material Subsidiary and Subsidiary Account Party to permit, representatives of the LC Issuer Administrative Agent (and if a Default shall have occurred and be continuing, representatives reasonably designated by any Bank) to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees, actuaries and independent public accountants, all upon reasonable notice, at such reasonable times during ordinary business hours; provided that such inspections shall be limited to once per fiscal year of the GuarantorCompany, unless an Event of Default shall have occurred and be continuing, in which case such inspection rights may be exercised as often as the LC Issuer desires Banks desire and at the expense of the GuarantorCompany; provided, further, that neither the Guarantor Company nor any of its Subsidiaries shall be required to disclose any (i) trade secrets of the Guarantor Company or its Subsidiaries, (ii) information subject to attorney-client privilege to the extent disclosure thereof would impair such privilege or (iii) information subject to confidentiality obligations to third parties the disclosure of which would cause the Guarantor Company or any of its Subsidiaries to be in breach of such obligations.. 4868-9081-7618 v.9

Inspection of Property, Books and Records. The Guarantor will keep, and will cause each Material Subsidiary and Subsidiary Account Party to keep, proper books of record and account in which entries that are full, true and correct in all material respects shall be made of all dealings and transactions in relation to its business and activities; and, subject in all cases to Section 8.09, will permit, and will cause each Material Subsidiary and Subsidiary Account Party to permit, representatives of the LC Issuer to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees, actuaries and independent public accountants, all upon reasonable notice, at such reasonable times during ordinary business hours; provided that such inspections shall be limited to once per fiscal year of the Guarantor, unless such inspection is required by a regulator or other governmental authority or unless an Event of Default shall have occurred and be continuing, in which case such inspection rights may be exercised as required by such governmental authority or, in the case of an Event of Default, as often as the LC Issuer desires and at the expense of the Guarantor; provided, further, that neither the Guarantor nor any of its Subsidiaries shall be required to disclose any (i) trade secrets of the Guarantor or its Subsidiaries, (ii) information subject to attorney-client privilege to the extent disclosure thereof would impair such privilege or (iii) information subject to confidentiality obligations to third parties the disclosure of which would cause the Guarantor or any of its Subsidiaries to be in breach of such obligations.,

Inspection of Property, Books and Records. The Guarantor Borrower will (i) keep, and will cause each Material Subsidiary and Subsidiary Account Party of its Applicable Subsidiaries to keep, proper books of record and account in which entries that are full, true and correct entries in all material respects conformity with GAAP shall be made of all dealings and transactions in relation to its business and activities; and, subject in all cases to Section 8.09, will (ii) permit, and will cause each Material Applicable Subsidiary of the Borrower and each Loan Party to permit, with reasonable prior notice which notice shall not be required in the case of an emergency, the Administrative Agent or its designee, at the expense of the Borrower and the Loan Parties (subject to the provisions of the Administrative Agent’s Letter Agreement), to perform periodic appraisals, inspections, field audits and investigations of the Borrower, the Loan Parties and the Collateral (including, without limitation, verification of the Accounts and Inventory of the Borrower) and the records pertaining thereto, from time to time; and (iii) permit, and will cause each Subsidiary Account Party to permit, representatives of any Lender at the LC Issuer Borrower’s expense to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees, actuaries employees and independent public accountants. The Loan Parties agree to cooperate and assist in such visits and inspections, all upon reasonable notice, in each case at such reasonable times during ordinary business hours; provided that such inspections shall be limited to once per fiscal year of the Guarantor, unless an Event of Default shall have occurred and be continuing, in which case such inspection rights may be exercised as often as may reasonably be desired. Notwithstanding the LC Issuer desires and at the expense of the Guarantor; providedforegoing, further, that neither the Guarantor nor any of its Subsidiaries shall be required to disclose any (i) trade secrets of the Guarantor or its Subsidiaries, (ii) information subject to attorney-client privilege prior to the extent disclosure thereof would impair such privilege occurrence of any uncured or (iii) information subject unwaived Default or Event of Default, the Borrower shall not be liable for expenses relating to confidentiality obligations to third parties the disclosure of which would cause the Guarantor or any of its Subsidiaries to be in breach of such obligationsmore than four field examinations per year.

Inspection of Property, Books and Records. The Guarantor will keepBorrowers shall, and will shall cause each Material Subsidiary and Subsidiary Account Party to keepof their respective Subsidiaries to, maintain proper books of record and account in which entries that are fullconformity with GAAP or SAP, true and correct in all material respects as applicable, consistently applied. The Borrowers shall be made of all dealings and transactions in relation to its business and activities; and, subject in all cases to Section 8.09, will permit, and will shall cause each Material Subsidiary and Subsidiary Account Party of their respective Subsidiaries to permit, representatives and independent contractors of the LC Issuer Administrative Agent or its designees, at the Borrowers’ expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts from any of their respective books and records therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, employees, actuaries and independent public accountants, all upon reasonable notice, at such reasonable times during ordinary normal business hours, upon reasonable advance notice to the Borrowers; provided that members of senior management will be notified and permitted to be present during any such inspections shall be limited to once per fiscal year of the Guarantor, unless an Event of Default shall have occurred and be continuing, in which case such inspection rights may be exercised as often as the LC Issuer desires and at the expense of the Guarantormeetings; provided, further, that neither the Guarantor nor any of its Subsidiaries Borrowers shall not be required to disclose any (i) trade secrets reimburse the costs of the Guarantor Administrative Agent or its Subsidiaries, any Lender (iior any representative thereof) information subject to attorney-client privilege for more than one visit per Fiscal Year to the extent disclosure thereof would impair such privilege Borrowers’ properties unless an Event of Default has occurred and is continuing. Notwithstanding anything to the contrary in this Section 6.08, none of the Borrowers or (iii) information subject any of their Subsidiaries will be required to confidentiality obligations to third parties permit the disclosure of which would cause the Guarantor Administrative Agent or any of its Subsidiaries independent contractors, representatives or designees to be in breach make copies of such obligationsany document, information or other matter that constitutes non-financial trade secrets or non-financial proprietary information.

Inspection of Property, Books and Records. The Guarantor Company will keep, and will cause each Material Subsidiary and Subsidiary Account Party to keep, proper books of record and account in which entries that are full, true and correct in all material respects shall be made of all dealings and transactions in relation to its business and activities; and, subject in all cases to Section 8.099.11, will permit, and will cause each Material Subsidiary and Subsidiary Account Party to permit, representatives of the LC Issuer Administrative Agent to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees, actuaries and independent public accountants, all upon reasonable notice, at such reasonable times during ordinary business hours; provided that such inspections shall be limited to once per fiscal year of the GuarantorCompany, unless an Event of Default shall have occurred and be continuing, in which case such inspection rights may be exercised as often as the LC Issuer desires Banks desire and at the expense of the GuarantorCompany; provided, further, that neither the Guarantor Company nor any of its Subsidiaries shall be required to disclose any (i) trade secrets or proprietary information of the Guarantor Company or its Subsidiaries, (ii) information subject to attorney-client or similar privilege or constitutes attorney work product to the extent disclosure thereof would be reasonably likely to impair such privilege or (iii) information subject to confidentiality obligations to third parties the disclosure of which would be reasonably likely to cause the Guarantor Company or any of its Subsidiaries to be in breach of such obligations.

Inspection of Property, Books and Records. (a) The Guarantor Borrower will keep, and will cause each Material Subsidiary and Subsidiary Account Party to keep, proper books of record and account in which entries that are full, true and correct entries in all material respects conformity with GAAP shall be made of all dealings and transactions in relation to its business and activities; and, subject in all cases to Section 8.09, and will permit, and will cause each Material Subsidiary and Subsidiary Account Party to permit, representatives of the LC Issuer Agent or any Lender at the Borrower's expense to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees, actuaries employees and independent public accountants, all upon reasonable notice, at such reasonable times during ordinary business hours; and as often as may reasonably be desired, provided that such inspections so long as no Event of Default has occurred which is continuing, any expenses incurred by the Borrower pursuant to this Section 5.06(a) shall be limited to once per fiscal year those expenses incurred in connection with the annual audit performed by the Agent, in its individual capacity as a Lender hereunder, during any consecutive twelve month period. (b) If requested by any Lender, the Borrower shall hold a meeting for representatives of the GuarantorLenders at least once each fiscal quarter, unless an Event at a time and place to be determined by the Agent (after consultation with the Lenders) on ten (10) Business Days' notice to the Borrower and the Lenders, for purposes of Default holding such discussions with the chief operating officer, treasurer and/or the chief accounting officer of the Borrower (each of whom shall have occurred attend each such meeting) and be continuingsuch other of the Borrower's officers, in which case such inspection rights may be exercised as often employees and independent public accountants as the LC Issuer desires and Borrower shall designate or as the Agent shall designate at the expense reasonable request of the Guarantor; provided, further, that neither the Guarantor nor any of its Subsidiaries shall be required to disclose any (i) trade secrets of the Guarantor or its Subsidiaries, (ii) information subject to attorney-client privilege to the extent disclosure thereof would impair such privilege or (iii) information subject to confidentiality obligations to third parties the disclosure of which would cause the Guarantor or any of its Subsidiaries to be in breach of such obligationsLender.

Inspection of Property, Books and Records. The Guarantor Company will keep, and will cause each Material Subsidiary and Subsidiary Account Party to keep, proper books of record and account in which entries that are full, true and correct in all material respects shall be made of all dealings and transactions in relation to its business and activities; and, subject in all cases to Section 8.099.11, will permit, and will cause each Material Subsidiary and Subsidiary Account Party to permit, representatives of the LC Issuer Administrative Agent to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees, actuaries and independent public accountants, all upon reasonable notice, at such reasonable times during ordinary business hours; provided that such inspections shall be limited to once per fiscal year of the GuarantorCompany, unless an Event of Default shall have occurred and be continuing, in which case such inspection rights may be exercised as often as the LC Issuer desires Banks desire and at the expense of the GuarantorCompany; provided, further, that neither the Guarantor Company nor any of its Subsidiaries shall be required to disclose any (i) trade secrets of the Guarantor Company or its Subsidiaries, (ii) information subject to attorney-client privilege to the extent disclosure thereof would impair such privilege or (iii) information subject to confidentiality obligations to third parties the disclosure of which would cause the Guarantor Company or any of its Subsidiaries to be in breach of such obligations.

Inspection of Property, Books and Records. The Guarantor Company will keep, and will cause each Material Subsidiary and Subsidiary Account Party to keep, proper books of record and account in which entries that are full, true and correct in all material respects shall be made of all dealings and transactions in relation to its business and activities; and, subject in all cases to Section 8.0910.11, will permit, and will cause each Material Subsidiary and Subsidiary Account Party to permit, representatives of the LC Issuer Administrative Agent (on behalf of the Banks) to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees, actuaries and independent public accountants, all upon reasonable notice, at such reasonable times during ordinary business hours; provided provided, that such inspections shall be limited to once per fiscal year of the GuarantorCompany, unless an Event of Default shall have occurred and be continuing, in which case such inspection rights may be exercised as often as the LC Issuer Administrative Agent desires and at the expense of the GuarantorCompany; provided, further, that neither the Guarantor Company nor any of its Subsidiaries shall be required to disclose any (i) trade secrets of the Guarantor Company or its Subsidiaries, (ii) any information subject to attorney-client privilege to the extent disclosure thereof would impair such privilege or (iii) information subject to confidentiality obligations to third parties the disclosure of which would cause the Guarantor Company or any of its Subsidiaries to be in breach of such obligations; provided, further that, in the event that the Company does not provide information in reliance on the exclusions in the preceding clauses (i) – (iii), it shall use its commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate such restrictions.

Inspection of Property, Books and Records. The Guarantor Borrower will (i) keep, and will cause each Material Subsidiary and Subsidiary Account Party of its Applicable Subsidiaries to keep, proper books of record and account in which entries that are full, true and correct entries in all material respects conformity with GAAP shall be made of all dealings and transactions in relation to its business and activities; and, subject in all cases to Section 8.09, will (ii) permit, and will cause each Material Applicable Subsidiary of the Borrower and each Loan Party to permit, with reasonable prior notice which notice shall not be required in the case of an emergency or during the existence of a Default or Event of Default, the Administrative Agent or its designees, at the expense of the Borrower and the Loan Parties, to perform periodic appraisals (including real estate, machinery and equipment and trademark appraisals), inspections and investigations of the Borrower, the Loan Parties and the Collateral (including, without limitation, verification of the Accounts and Inventory of the Borrower) and the records pertaining thereto, from time to time; and (iii) permit, and will cause each Subsidiary Account Party to permit, representatives of any Lender at the LC Issuer Borrower’s expense to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees, actuaries employees and independent public accountants. The Loan Parties agree to cooperate and assist in such visits and inspections, all upon reasonable notice, in each case at such reasonable times during ordinary business hours; provided that such inspections shall be limited to once per fiscal year of the Guarantor, unless an Event of Default shall have occurred and be continuing, in which case such inspection rights may be exercised as often as the LC Issuer desires and at the expense of the Guarantor; provided, further, that neither the Guarantor nor any of its Subsidiaries shall may reasonably be required to disclose any (i) trade secrets of the Guarantor or its Subsidiaries, (ii) information subject to attorney-client privilege to the extent disclosure thereof would impair such privilege or (iii) information subject to confidentiality obligations to third parties the disclosure of which would cause the Guarantor or any of its Subsidiaries to be in breach of such obligationsdesired.